Participation Agreement
RESOURCES GROUP, INC.,
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ARTICLE I DEFINITIONS, RULES OF INTERPRETATION |
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1.01 Rules of Construction |
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1.02 Interpretation with 2005 Joint Facilities Agreement |
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1.03 Defined Terms |
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ARTICLE II THE PROJECT |
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2.01 Project |
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2.02 Owners’ Commitment |
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2.03 Ratification and Acceptance of Phase I Activities |
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ARTICLE III DEVELOPMENT, FINANCING AND WITHDRAWAL |
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3.01 Development Phases |
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3.02 Financing Plan |
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3.03 Financing Obligations |
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3.04 General Prohibition on Withdrawal |
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3.05
Withdrawal Rights as a Result
of (*) |
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3.06 Limited Withdrawal Rights of GRE, Otter Tail and Other Owners |
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3.07 Obligations of an Owner That Withdraws Pursuant to Section 3.06 |
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3.08 General Obligations of a Withdrawing Owner |
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3.09 Reallocation of Ownership Shares |
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3.10 Termination for Failure to Obtain Financing Approvals |
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ARTICLE IV OWNERSHIP |
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4.01 Plant Property |
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4.02 Title |
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4.03 Waiver of Partition Rights |
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4.04 Right of Possession |
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4.05 Transfer of Title |
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5.01 General Prohibition on Transfers of Ownership Interests |
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5.02 Acts or Circumstance Not Deemed Transfers |
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5.03 Right of First Refusal |
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5.04 Covenants Run With Land |
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ARTICLE VI PROJECT AND PLANT MANAGEMENT |
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6.01 Management by Committee |
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6.02 Composition of Committees |
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6.03 Authority of Representatives to Act on Behalf of Owner |
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6.04 Committee Operational Procedures |
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6.05 Coordination Committee |
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6.06 Actions Requiring Coordination Committee Approval |
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6.07 Engineering and Operating Committee |
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6.08 Actions Requiring Unanimous Coordination Committee Approval |
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ARTICLE VII CONTRIBUTIONS; EXPENDITURES |
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7.01 Obligation to Pay Project Costs; Trust Account |
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7.02 Payment Procedures |
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7.03 Reservation of Right to Dispute Payments |
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7.04 Services and Property Contributed by Owners |
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7.05 Emergency Services |
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7.06 Taxes |
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7.07 Fuel |
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7.08 Station Power |
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7.09 Insurance |
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7.10 Assurances of Creditworthiness |
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7.11 Right to Obtain Financing |
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ARTICLE VIII CASUALTY LOSS; CONDEMNATION |
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8.01 Repair or Replacement |
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8.02 Eminent Domain |
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ARTICLE IX LIABILITY |
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9.01 Limitation and Release of Liability to Other Owners |
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9.02 Waiver of Certain Damages |
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9.03 Assignment of Rights |
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9.04 Reduction of Damages |
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9.05 Shared Liability |
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9.06 Indemnification for Willful Actions |
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9.07 Availability of Insurance Proceeds |
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9.08 Operator Indemnity |
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ARTICLE X ENTITLEMENT TO ENERGY AND CAPACITY |
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10.01 Interconnection and Transmission Upgrade Allocation Agreement |
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10.02 Generation Entitlement |
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10.03 Ancillary Services |
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10.04 Midwest ISO Market Development |
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10.05 Data to be Provided to the Midwest ISO |
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ARTICLE XI DEFAULTS AND REMEDIES |
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11.01 Event of Default |
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11.02 Contribution by Non-Defaulting Owners |
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11.03 Disputed Event of Default |
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11.04 No Waiver |
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11.05 Cumulative Rights |
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ARTICLE XII RELATIONSHIP OF PARTIES |
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12.01 Nature of Obligations |
47 | |||
12.02 Tax Status |
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ARTICLE XIII DISPUTE RESOLUTION |
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ARTICLE XXX XXXX |
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14.01 Term |
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14.02 Windup Events |
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14.03 Termination by Agreement |
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14.04 Return of Real Property to Otter Tail |
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ARTICLE XV REPRESENTATIONS, WARRANTIES |
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15.01 Representations and Warranties |
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ARTICLE XVI MISCELLANEOUS |
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16.01 Publicity Policy |
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16.02 Successors and Assigns; Assignment |
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16.03 Notices |
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16.04 Force Majeure |
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16.05 Waiver |
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16.06 Survival |
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16.07 Severability |
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16.08 Governing Law |
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16.09 Consent to Jurisdiction |
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16.10 Waiver of Trial by Jury |
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16.11 No Third-Party Beneficiaries |
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16.12 Cooperation |
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16.13 Captions |
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16.14 Entire Agreement |
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16.15 Counterparts |
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16.16 Further Assurances |
53 |
EXHIBIT A |
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EXHIBIT B |
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EXHIBIT B-1 |
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SCHEDULE 3.02(A) OWNER FINANCING PLANS |
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SCHEDULE 3.03(A) REAL AND/OR PERSONAL PROPERTY INTENDED TO BE PLANT PROPERTY |
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SCHEDULE 3.05(A) REFERENCE RATE METHODOLOGY |
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SCHEDULE 7.01 TRUST AGREEMENT |
64 | |||
SCHEDULE 10.01 INTERCONNECTION AND TRANSMISSION UPGRADE ALLOCATION AGREEMENT |
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(a) | The masculine shall include the feminine and neuter. | ||
(b) | References to “Articles,” “Sections,” “Schedules,” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of this Agreement. | ||
(c) | This Agreement was negotiated and prepared by each of the Parties with the advice and participation of counsel. The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof. | ||
(d) | The Parties shall act reasonably and in accordance with the principles of good faith and fair dealing in the performance of this Agreement. |
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(a) | acknowledge that the terms of this Agreement are not binding upon NorthWestern; and | ||
(b) | notwithstanding any other provision in this Agreement to the contrary, nothing in the Joint Facilities Agreements or the O&M Agreement shall alter or modify a Party’s rights, duties and obligations under this Agreement. |
(a) | any Person that directly or indirectly, controls or is controlled by or is under common control with such Person; or | ||
(b) | any Person that beneficially owns or holds fifty percent (50%) or more of any class of voting securities of such Person or owns or holds fifty percent (50%) or more of an ownership interest (on a fully-diluted basis) in such Person. |
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(a) | any and all laws, legislation, statutes, codes, acts, rules, regulations, ordinances, treaties or other similar legal requirements enacted, issued or promulgated by a Governmental Authority; | ||
(b) | any and all orders, judgments, writs, decrees, injunctions, Governmental Approvals or other decisions of a Governmental Authority; and | ||
(c) | any and all legally binding announcements, directives or published practices or interpretations, regarding any of the foregoing in (a) or (b) of this definition, enacted, issued or promulgated by a Governmental Authority; |
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(a) | the refusal of RUS to approve GRE’s participation in the Project; | ||
(b) | the refusal of the MNPUC to approve Otter Tail’s integrated resource plan with respect to BSP II; or |
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(c) | Owner’s failure to perform any obligation under this Agreement due to its inability to obtain an authorization or approval from a Governmental Authority where such Governmental Authority issuing the authorization or approval is also the Owner; |
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(a) | is knowingly or intentionally done or not done with conscious indifference to the consequences, or with the expectation that injury or damage to other Owners or any other Person would, or would be reasonably likely to, result therefrom; or |
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(b) | is determined by final judgment or decree of a court having jurisdiction, to be a material default under any Project Agreement, and occurs or continues beyond the time specified in such judgment or decree for curing such default, or if no time to cure is specified therein, occurs or continues beyond a reasonable time to cure such default. |
(a) | the acquisition of the Plant Site (including feasibility studies and testing), including, without limitation, the acquisition of all properties, easements, rights and public and private permits, licenses, orders and other authorizations necessary or desirable to provide access to the Plant Site by railroad and from public roads, to provide communications and other necessary utility services to the Plant Site, and to provide water of the quality and quantity required for the construction and operation of the Plant and allow discharge and/or storage of water and wastes from the Plant, and to enable in all other respects the construction, operation, maintenance and repair of the Plant and other Plant Property; | ||
(b) | the design, construction, equipping and testing of the Plant on the Plant Site in preparation for Commercial Operation Readiness at a planned Capacity of approximately 600 MW, including the interconnection of the Plant to the Transmission System, including all related interconnection and transmission upgrades; | ||
(c) | the arrangements for the supply of Fuel, or such substantial portion thereof as the Owners deem advisable, and for the delivery thereof to the Plant, as is necessary to test the Plant and to ensure operating of the Plant at Net Available Capacity thereafter during the Term; | ||
(d) | the selection and training of the initial staff needed to test and operate the Plant; | ||
(e) | the procurement of all Materials and Supplies (including an appropriate supply of spare parts) necessary to conduct Performance Testing and thereafter commence the Commercial Operation of the Plant; | ||
(f) | coordination with BSP I and the owners thereof as contemplated in the Joint Facilities Agreements; and |
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(g) | all matters incidental to the foregoing, which, consistent with Prudent Utility Practice, should be done to prepare the Plant for Commercial Operation. |
(a) | “Phase I” shall consist of all development activities undertaken by the Owners, individually or collectively, relating to the Project prior to the Effective Date. | ||
(b) | “Phase II” shall consist of due diligence, preparation for Financial Closing, design and engineering work, negotiation of the Construction Contracts and the other Project Agreements and other necessary activities on the Effective Date and continuing until one (1) day prior to the later of the date of Financial Closing or the date of execution of the Construction Contracts. | ||
During Phase II, to the extent not completed as of the Effective Date, the Owners, acting through the Engineering and Operating Committee, shall conclude all plans and preparations necessary for development and financing of the Project, including, but not limited to (i) the preparation of a development plan, Owner Financing Plan, Project Financing Plan, construction schedule and Project Budget, (ii) the preparation and negotiation of the Project Agreements, (iii) the application for, and acquisition of, such permits and other Governmental Approvals as are necessary for the development and construction of the Plant, and (iv) completion of all documentation and other preparations required for Financial Closing and execution and delivery of Construction Contracts. | |||
(c) | “Phase III” shall consist of the construction, Performance Testing and start-up of the Plant. Phase III shall commence on the later of the date of Financial Closing or the date of execution of the Construction Contracts, and shall end one (1) day prior to the date the Plant commences Commercial Operation. | ||
During Phase III, the Owners, acting through the Engineering and Operating Committee, shall complete Financial Closing (if not previously completed), execute Construction Contracts (if not previously executed), cause construction, Performance Testing and start-up of the Plant to occur, prepare for |
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commencement of Commercial Operation (including the training and hiring of necessary operating staff) and obtaining any permits or Governmental Approvals not previously obtained that are required for the operation of the Plant. | |||
(d) | “Phase IV” shall consist of the Commercial Operation of the Plant, which phase shall commence on the date the Plant commences Commercial Operation and end on the Termination Date. | ||
During Phase IV, the Owners, acting through the Engineering and Operating Committee, shall operate and maintain the Plant in accordance with Prudent Utility Practices and the Project Agreements. Subject to oversight by the Engineering and Operating Committee, the obligations of the Owners during Phase IV shall be carried out by the Operator in accordance with, and to the extent set forth in, the O&M Agreement. |
(a) | On or before the Effective Date, each Owner shall confirm that it has delivered to each of the other Owners a plan detailing how it will obtain all financing and regulatory approvals necessary for it to obtain its Financing and own its undivided interest in the Plant (each such plan, an “Owner Financing Plan”). A copy of each Owner Financing Plan is attached hereto as Schedule 3.02(a). | ||
(b) | On or before the date that is six (6) months after the Effective Date, the Owners will collectively develop a final plan for the financing of the Project (the “Project Financing Plan”), taking into account the Owner Financing Plans provided by each of the Owners and any special financing benefits or restrictions. The Project Financing Plan will provide for the coordination among the Owners’ lenders and set forth in detail the Financing Documents that will be required for Financial Closing. |
(a) | Attached hereto as Schedule 3.03(a) each Owner has described (i) all real and/or personal property held by such Owner as of the Effective Date that is intended to be Plant Property, including, but not limited to, interests in the Joint Facilities Agreements and the work product resulting from development activities undertaken during Phase I relating to the Project, but excluding Contributing Owner Facilities, and (ii) all Project Costs incurred by such Owner prior to the Effective Date, including, but not limited to, the costs to acquire the real and/or personal property and interests listed on Schedule 3.03(a). | ||
(b) | On the Effective Date: |
(i) | each Owner that has incurred Project Costs prior to the Effective Date as listed in Schedule 3.03(a) shall be reimbursed by the other Owners in |
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proportion to their respective Ownership Shares, to the extent not previously reimbursed; | |||
(ii) | to the extent reimbursement has been provided to the Owner as described in Section 3.03(b)(i), each Owner’s interest in its work product resulting from development activities undertaken prior to the Effective Date (other than its interests in personal property, real property and the Joint Facilities Agreements) as identified in Schedule 3.03(a), shall be transferred to and vest in the Owners as tenants in common in proportion to their respective Ownership Shares and each Owner transferring such property shall cause it to be transferred; and | ||
(iii) | each Owner shall pay into the Trust Account its proportionate share, based on Ownership Share, of the Progress Payment to finance the development of the Project until the Financial Closing. |
(c) | At least thirty (30) days before the date of the Financial Closing, each Owner shall amend its disclosures in Schedule 3.03(a) to reflect (i) any additional real and/or personal property held by such Owner that is intended to be Plant Property and that has not been previously transferred to the Owners as tenants in common, including, but not limited to, interests in the Joint Facilities Agreements and the work product resulting from development activities undertaken during Phase II relating to the Project, and (ii) all reasonable and documented Project Costs incurred by such Owner during Phase II, including, but not limited to, the costs to acquire the additional real and/or personal property listed on Schedule 3.03(a). | ||
(d) | On the date of Financial Closing, |
(i) | each Owner that has incurred Project Costs prior to the Financial Closing as listed in amended Schedule 3.03(a) shall be reimbursed by the other Owners in proportion to their respective Ownership Shares in accordance with Section 4.02, to the extent not previously reimbursed; | ||
(ii) | to the extent not previously transferred, each Owner’s title to, or other property interest in all property and rights resulting from development activities undertaken prior to the Financial Closing (including, but not limited to, its interests in personal property, real property (including any rights necessary to exercise any options for real property) and the Joint Facilities Agreements) as identified in Schedule 3.03(a), but excluding Contributing Owner Facilities, shall vest in the Owners as tenants in common in proportion to their respective Ownership Shares in accordance with Section 4.02; and | ||
(iii) | each Owner shall deliver its cash or binding financial obligation of a well-known financial institution to finance its Ownership Share and to fund its share of the balance of the Project Costs through the completion of construction and the commencement of Commercial Operation. Each |
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Owner shall provide to the Engineering and Operating Committee and the other Owners such customary documents, including reasonable and customary legal opinions, consents to assignment and certificates as may be requested with respect to the financing of the Project and shall use its best efforts to cause its Lenders to enter into any intercreditor or similar documents as are customary in transactions of this nature. |
(e) | To the extent not otherwise specifically provided in any Project Agreement or other written agreement among the Owners, (i) any additional real and/or personal property or interests therein acquired after the Financial Closing intended to be Plant Property shall be acquired by the Owners, acting through the Engineering and Operating Committee, as tenants in common with undivided interests equal to their respective Ownership Shares and (ii) all Project Costs and other liabilities or obligations incurred with respect to the Project during Phase III shall be the responsibility and obligation of the Owners in proportion to their respective Ownership Shares. |
(a) | On June 20, 2006, the E&O Committee shall determine (*) (the “Determination Rate”), using the same methodology used in determining the Reference Rate, as detailed on Schedule 3.05(a) hereof, and which determination shall include only those anticipated costs properly authorized under this Agreement. | ||
(b) | (*), then the Owners, acting through the Coordination Committee, shall meet on June 30, 2006 and shall take the following vote: |
(i) | If a Double Majority approves the continuation of the Project, then any Owner who did not vote to continue the Project may withdraw from the Project, so long as it: (A) provides written notice to the other Owners of its withdrawal within seven (7) days of the vote, and (B) deposits into the Trust Account on or before July 31, 2006, a payment equal to (*) per kilowatt multiplied by that Owner’s Ownership Share. An Owner who properly withdraws under this Section 3.05(b)(i) shall have no other obligations under this Agreement, except as required under Section 3.08. (*) If both Montana-Dakota and Otter Tail withdraw from the Project under this Section 3.05(b)(i), any of the Progress Payments paid by Montana-Dakota and Otter Tail prior to withdrawal under this Section 3.05(b)(i) that are not needed to pay Project Costs incurred prior to withdrawal under Section 3.05(b)(i) shall remain Plant Property and |
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Montana-Dakota and Otter Tail shall have no claim to such Progress Payments. In the event that the Progress Payments paid by Montana-Dakota and Otter Tail prior to withdrawal under this Section 3.05(b)(i) are not sufficient to pay Montana-Dakota’s and Otter Tail’s respective shares of Project Costs incurred prior to withdrawal under this Section 3.05(b)(i), Montana-Dakota and Otter Tail shall pay into the Trust Account their respective amounts of the shortfall. Any such payments required of Montana-Dakota and Otter Tail shall be made within five (5) business days after the amount of the shortfall is determined. | |||
(ii) | If a Double Majority does not approve the continuation of the Project, then those Owners who wish to withdraw from the Project may do so by providing written notice to the other Owners of their withdrawal within seven (7) days of the vote, and shall have no other obligations under this Agreement, except as required under Section 3.08; provided, however, that notwithstanding the lack of Double Majority approval to continue the Project, those Owners who do not withdraw from the Project may continue the Project under the Project Agreements as long as either Montana-Dakota or Otter Tail has not withdrawn from the Project. If Montana-Dakota and Otter Tail both withdraw from the Project pursuant to this Section 3.05(b)(ii), then the Project shall be wound up as provided for in Section 14.02 of this Agreement. |
(a) | GRE and Otter Tail may withdraw from the Project if they do not obtain their required approvals described above by giving written notice of withdrawal to the other Owners at least five (5) business days prior to the Financing and Approval Deadline. The withdrawal shall be effective as of the date of such notice. If such notice is given, then the Financing and Approval Deadline for the non-withdrawing Owners shall automatically be extended by sixty (60) days. | ||
(b) | In the event GRE withdraws pursuant to Section 3.06(a), any other Owner may, for a period of thirty (30) days after GRE gives its notice of withdrawal, also withdraw from the Project by giving written notice to the other Owners. The withdrawal shall be effective as of the date of the withdrawing Owner’s written notice. |
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(a) | transfer to the remaining Owners all rights it has under the Project Agreements; | ||
(b) | transfer to the remaining Owners all rights it has to Plant Property, including, but not limited to, any amounts on deposit in the Trust Account and any previous paid Progress Payments; | ||
(c) | with the exception of Contributing Owner Facilities, transfer to the remaining Owners any and all other rights, interests or property, whether real, personal, tangible or intangible or otherwise, relating in any way to the Project, the Plant, the Plant Site or otherwise; | ||
(d) | to the extent not previously paid, pay its proportion (based upon its Ownership Share prior to termination) of Project Costs incurred through the withdrawal date; and | ||
(e) | to the extent not previously paid, pay its proportion (based upon its Ownership Share prior to termination) of Project Costs incurred after the date of its withdrawal, provided such Project Costs relate to obligations created prior to the date of its withdrawal, and provided the remaining Owners are unable to mitigate those Project Costs with reasonable effort and minimal impact upon their ability to continue with the Project; provided, however that this Section 3.08(e) shall not apply to a withdrawal pursuant to Section 3.06. |
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(a) | If Otter Tail and/or GRE withdraws from the Project pursuant to Section 3.06, then their rights that are forfeited, property transferred and money paid by either or both, as applicable, shall be transferred or allocated to all remaining Owners in proportion to their respective Ownership Shares (and such Ownership Shares shall be re-calculated without the withdrawing Owner’s Ownership Share). Notwithstanding anything in this Agreement to the contrary, if Otter Tail withdraws pursuant to Section 3.06 then, unless another owner of BSP I shall be a participant in the Project as an Owner, Otter Tail shall retain ownership of any real property rights it has in the Plant Site and any such rights previously transferred by Otter Tail to the Owners shall be returned to Otter Tail. | ||
(b) | If an Owner withdraws from the Project pursuant to Section 3.05(b), and either Montana-Dakota or Otter Tail (or both) have not withdrawn, then: |
(i) | After such withdrawal, the E&O Committee shall promptly meet and determine whether the non-withdrawing Owners (collectively, for purposes of this Section 3.09(b), the “Non-Withdrawing Owners”) are able to unanimously agree as to the reallocation of the withdrawing Owner’s (each, a “Withdrawing Owner” and collectively, the “Withdrawing Owners”) Ownership Shares without completing the reallocation process in Section 3.09(b)(ii). Withdrawing Owners may not participate in such determination by the E&O Committee, or any other decision of the E&O Committee under this Section 3.09(b). | ||
(ii) | If the E&O Committee is unable to unanimously agree as to the reallocation of a Withdrawing Owner’s Ownership Shares (the “Withdrawn Share”) pursuant to Section 3.09(b)(i), then the Withdrawn Share shall be offered to each of the Non-Withdrawing Owners according to the following reallocation process: |
(A) | The reallocation process shall occur within a sixty (60) day period, which period shall begin on the date after the E&O Committee has met as required under Section 3.09(b)(i) (the “Decision Period”). The reallocation process shall be administered by or at the direction of the E&O Committee, which shall have the authority and discretion to set the deadlines therefor, subject at all times to the requirement that the reallocation process be completed within the Decision Period. | ||
(B) | Each Non-Withdrawing Owner shall promptly inform all other Non-Withdrawing Owners in writing whether it intends to accept |
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reallocation of its ratable share of the Withdrawn Share. If any Non-Withdrawing Owner does not intend to accept its ratable share of the Withdrawn Share, then those Non-Withdrawing Owners that have elected to accept reallocation of their ratable share of the Withdrawn Share shall again have the opportunity to elect to accept reallocation of their ratable share of the unaccepted Withdrawn Share. This process shall continue until either (1) the Non-Withdrawing Owners have elected to accept reallocation of the entire Withdrawn Share, or (2) all Non-Withdrawing Owners have elected to not accept some amount of the Withdrawn Share. | |||
(C) | If some amount of the Withdrawn Share remains unallocated by the earlier of the end of the process described in Section 3.09(b)(ii)(B) and the end of the Decision Period, then the E&O Committee shall meet to (1) determine if one or more of the Non-Withdrawing Owners will accept the unallocated Withdrawn Share, (2) reduce the size of the Project, or (3) wind up the Project as provided in Section 14.02(b) of this Agreement. |
(a) | the Project Site, including all land and interests in land not a part of such site but intended for exclusive use in connection with the construction, operation, maintenance or repair of the Plant, as from time to time located or contemplated; |
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(b) | all public and private permits, licenses, orders and other authorizations issued or obtained in connection with the construction, operation, maintenance or repair of the Plant or other Plant Property; | ||
(c) | all materials, parts and component equipment acquired for incorporation or installation in the Plant or other Plant Property, either in the initial construction thereof or as subsequent additions or betterments thereto or replacements thereof, and all tools and construction equipment acquired for use or consumption exclusively in connection with the construction, operation, maintenance or repair of the Plant or other Plant Property; | ||
(d) | all products and byproducts produced from Plant Property; | ||
(e) | all railroad equipment, vehicles, tools, office and other equipment and furnishings, Fuel and any other fuel supplies, spare parts, other Materials and Supplies and all other materials and supplies, whether to be located in the Plant or on the Plant Site or off-site, which are intended for exclusive use in connection with the construction, operation, maintenance or repair of the Plant or other Plant Property; and | ||
(f) | all contracts regarding the Plant and all options and contract rights to acquire any of the foregoing Plant Property. |
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(a) | subject to the right of first refusal provisions of this Agreement, the sale by any Owner of all or part of its Ownership Share of the Plant Property or any part thereof if made by a trustee, mortgagee or other secured party as a remedy for a default under such encumbrance; provided that the transferee must agree to be bound by the terms of this Agreement and to perform the obligations of an Owner hereunder; | ||
(b) | the transfer of the title of any Owner to all of its Ownership Share of the Plant Property as an incident to a sale, merger or other transfer of all or substantially all of such Owner’s assets as an entirety or of all or substantially all of such Owner’s assets used in its electric utility business, as an entirety; | ||
(c) | liens for taxes not yet due, or non-material liens for taxes or material liens for taxes which are being reasonably contested; |
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(d) | liens incurred in the ordinary course of business and not in connection with the borrowing of money, including, without limitation, liens incidental to the operation and maintenance of the Plant, liens in connection with construction improvements in compliance with any Project Documents or otherwise, liens in connection with an Owner’s maintenance of bank accounts, workers’ compensation, unemployment insurance and other types of social security, surety and appeal bonds, bids, and performance bonds (provided any of the foregoing liens that are material are being contested and adequate reserves are maintained with respect thereto); | ||
(e) | the pledge or granting a security interest in, or assigning as collateral, all or any portion of an Ownership Share or the Plant Property or an Owner’s interest in this Agreement in order to obtain Financing. Any Person receiving such an interest in connection with a default by an Owner on its Financing shall be required to assume and become obligated to perform all of the obligations of Owner at such time as that Person including, without limitation, (i) perform any of that Owner’s obligations then outstanding with respect to the foregoing, (ii) cure any monetary defaults of such Owner and any non-monetary defaults that are reasonably capable of being performed by such Person, and (iii) be deemed to have assumed and become obligated to perform the obligations of such Owner thereafter arising under this Agreement in respect of such property; provided that the transferee must agree to be bound by the terms of this Agreement and to perform the obligations of an Owner hereunder; | ||
(f) | the transfer of the title of any Owner to all or any part of its Ownership Share of the Plant Property to an Affiliate; provided, however, that any such Affiliate must satisfy the creditworthiness assurances set forth in Section 7.10; and | ||
(g) | any necessary reallocation of Ownership Shares as a result of a decision by certain Owners to continue the Project under Section 3.05(b). |
(a) | If any Owner (the “Transferring Owner”) desires to transfer all or any part of its Ownership Share pursuant to a bona fide written offer from a third party including, without limitation, another Owner (the “Proposed Purchaser”), the Transferring Owner shall first offer the proportion of its Ownership Share that it desires to Transfer (the “Transferred Share”) to each of the other Owners (collectively, for purposes of this Section 5.03, the “Non-Transferring Owners”) according to the following procedure: |
(i) | The Transferring Owner shall notify the Non-Transferring Owners of its intention to Transfer the Transferred Share and furnish the Non- |
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Transferring Owners with a copy of the bona fide written offer signed by the Proposed Purchaser setting forth, in reasonable detail, the price, terms and conditions (including, without limitation, the source and terms of any financing) of the proposed Transfer. To be a bona fide offer, such offer must be for all cash and the Proposed Purchaser must satisfy the creditworthiness assurances set forth in Section 7.10. | |||
(ii) | The right of first refusal process (including the closing of any transactions thereunder) shall occur within a one hundred eighty (180) day period, which period shall begin on the date the Transferring Owner provides the Non-Transferring Owners with a copy of the bona fide written offer pursuant to Section 5.03(a)(ii) (the “Election Period”). The right of first refusal process shall be administered by or at the direction of the E&O Committee, which shall have the authority and discretion to set the deadlines therefor, subject at all times to the requirement that the process be completed within the Election Period. Non-Transferring Owners who elect to purchase any portion of the Transferred Share must do so on all of the same terms and conditions as are set forth in the Proposed Purchaser’s bona fide offer to the Transferring Owner. Notwithstanding anything to the contrary in this Section 5.03, the Non-Transferring Owners, or one of them, must collectively purchase the entire Transferred Share in order to validly exercise the right of first refusal. | ||
(iii) | Each Owner shall promptly inform the Transferring Owner in writing whether it intends to purchase its ratable share of the Transferred Share. If any Non-Transferring Owner does not elect to purchase its ratable share of the Transferred Share, then those Owners who have elected to purchase their ratable share of the Transferred Share shall again have the opportunity to elect to purchase their ratable share (vis-à-vis those Owners who elected to participate in the initial round). This process shall continue until either (A) the Non-Transferring Owners have elected to purchase the entire Transferred Share, or (B) the Non-Transferring Owners have not elected to purchase the entire Transferred Share. | ||
(iv) | If the Non-Transferring Owners have not elected to purchase the entire Transferred Share, the Transferring Owner shall be entitled, for a period ninety (90) days after the end of the Election Period, to complete the transfer of the Transferred Share to the Proposed Purchaser, in all respects pursuant to the terms of its bona fide written offer; provided, however, that no such sale may occur unless the Proposed Purchaser shall have agreed, in writing, to be bound by all of the terms of this Agreement and any other Project Agreements to which all other Owners are parties. | ||
(v) | If the sale of the Transferred Share is not completed within said ninety (90) day period, the Transferred Share may not be Transferred without again complying with the requirements of this Section 5.03. |
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(a) | The primary representative and alternative representative of any Owner on any Committee shall be deemed for all purposes to be duly authorized to represent and act on behalf of the Owner in respect of all business conducted by the Committee and each Owner agrees to be bound by action taken by each Committee on matters within the authority of such Committee, to the extent allowed by Applicable Law. | ||
(b) | If both the primary representative and alternative representative of an Owner are unable to attend a Committee meeting, then an Owner shall send another natural Person to represent it at such Committee meeting and such natural Person shall presumptively be deemed to be duly authorized to represent and act on behalf of the Owner in respect of all business conducted by the Committee. Similarly, if a Committee proposes to act via a written action, an Owner shall ensure that a natural Person, duly authorized, duly considers such proposed written action. |
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(c) | Failure of an Owner to send another natural Person or to respond to a request to take action by written action shall not preclude any Committee from taking such action on behalf of all Owners (provided that notice of such meeting or action was properly given and that the requisite approval to take such action is received), despite any such failure to be present or to respond to a request to act by written action. For the avoidance of doubt, it is the explicit agreement of the Owners that no Owner or Owners may prevent Committee action by failing to be present at a duly called Committee after receiving proper notice or to respond to a request for written action. | ||
(d) | Notwithstanding anything in this Agreement to the contrary, an Owner’s representative on a Committee shall be prohibited from taking action, voting or otherwise approving or disapproving of any action under this Agreement if (i) such Owner has been removed from the Project pursuant to Section 3.10 because it has not obtained all approvals necessary for it to finance and own its Ownership Share by the Financing and Approval Deadline, (ii) such Owner’s right to vote its Ownership Share is under suspension pursuant to Section 11.02, or (iii) one or more other Owners have acquired such Owner’s rights in the manner described in Section 11.02(a) and the defaulting Owner has not repurchased those rights as described in Section 11.02(b). In the event an Owner’s representative is prohibited from taking action as described in the foregoing sentence, such Owner’s Ownership Share shall not be counted for the purpose of calculating the vote required to achieve a Double Majority except to the extent that one or more other Owners have acquired that Ownership Share pursuant to Section 11.02(a), and such Owner’s Committee representatives shall not be counted for the purpose of determining the number of Committee members required to take the action being considered. |
(a) | Each Committee shall meet with such frequency and in accordance with such rules and procedures as it deems advisable for the conduct of its business, including, by way of illustration only, Xxxxxxx’ Rules of Order; provided that, in any instance in which such rules or procedures conflict with this Agreement, the provisions of this Agreement shall control. | ||
(b) | Each Committee shall designate one of its members as a chairperson, who shall prepare and maintain minutes of all meetings and records of written actions for all acts of a Committee taken without a meeting, copies of which shall be provided to each Owner as promptly as reasonably possible after each such meeting or action without a meeting. | ||
(c) | Each Committee member shall be given advance written notice of any meeting of the Committee stating the place, date and hour of the meeting and the purpose(s) for which the meeting is called. Such advance written notice shall be given not less than three (3) days and no more than thirty (30) days in advance of a meeting. A Committee member who is present at a meeting shall be deemed to have |
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waived notice thereof. Physical presence shall not be required for attendance of a meeting of any Committee if, by telephone or other means, the Committee members not physically present are able simultaneously to hear and be heard by all other Committee members present. Each Committee member shall be given reasonable advance written notice of any proposed action to be taken. | |||
(d) | The E&O Committee may conduct its business without meetings and may act by oral or written consent of the representatives; provided, however, that except when impracticable because of emergency conditions or except as to representatives who waive (in advance) this requirement, the representative of each Owner shall be consulted as to his approval or disapproval of any action proposed to be authorized by oral or written consent. | ||
(e) | The Coordination Committee may conduct its business without meetings and may act by the unanimous written (but not oral) consent of the number of members of the Coordination Committee that is required at a minimum to take action at a meeting at which all Coordination Committee members are present. | ||
(f) | Any two (2) Committee members of a particular Committee may call a Committee meeting by giving notice as required by this Agreement. | ||
(g) | Any Committee member may put an item on the agenda for a Committee meeting, provided he serves on such Committee, and any Committee member may initiate any proposal for written action by a Committee of which he is a Committee member. | ||
(h) | Whenever any Committee, except the Coordination Committee, is unable to act because of the inability or failure of Committee members to unanimously agree to take or not to take any particular action, then such matter shall be referred to the Coordination Committee for action. |
(a) | Coordination Committee members shall be the most senior officer of each Owner or of an Owner’s operating utility, as applicable, or be a natural Person who has been granted the same level of authority of such more senior officer for purposes of acting on its behalf. | ||
(b) | In addition to any purposes, responsibilities and authority specified elsewhere herein, the Coordination Committee shall have as its purposes, responsibilities and authority, the following: |
(i) | to act as the liaison between the Owners as to matters relating to the Project, the Plant or other Plant Property and to supervise and coordinate the functions of the other Committees; | ||
(ii) | to be the definitive policy-making body of the Owners in all matters relating to the Project, the Plant or other Plant Property which are not by |
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this Agreement or by action of the Coordination Committee delegated to another Committee; | |||
(iii) | to take responsibility, or delegate such responsibility to another Committee including the responsibility for taking, all action necessary or deemed advisable in connection with the Project or the ownership, operation, maintenance or repair of the Plant or other Plant Property which has not been provided for in this Agreement or other contract heretofore or hereafter made by the Owners; | ||
(iv) | to take action on all matters which are referred to it by the E&O Committee or another Committee; and | ||
(v) | to remove and replace the Operator and appoint another as Operator if it finds that the then serving Operator has materially failed to perform the services required of it. |
(c) | To the extent necessary, Coordination Committee members shall execute all documents required to effectuate a particular duly authorized and approved act of the Coordination Committee, regardless of whether a particular Coordination Committee member acted to approve such act. | ||
(d) | In the event of conflict between the actions or decisions of the Coordination Committee and any other Committee, then the act or decision, as the case may be, of the Coordination Committee shall govern in all respects. | ||
(e) | The approval of at least a Double Majority shall constitute an act of the Coordination Committee. |
(a) | awarding any Construction Contract; | ||
(b) | any matter referred to the Coordination Committee by the Engineering and Operating Committee; | ||
(c) | any contracts or arrangements with any Owner or Affiliate of any Owner; | ||
(d) | to consider and take appropriate action against any defaulting Owner in the event of an Event of Default; and | ||
(e) | removal of the Operator for any reason; provided, however, that an Owner who is also the Operator subject to removal may not vote on the termination of itself as Operator. |
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(a) | In addition to any purposes, responsibilities and authority specified elsewhere herein, the Engineering and Operating Committee shall have as its purposes, responsibilities and authority, the following: |
(i) | to determine policy for the Owners on a day-to-day basis as to matters relating to the proper design, construction, operation, maintenance and repair of the Plant and Plant Property and to provide general supervision of the Operator as to such matters and of the planning and execution of the various undertakings involved in the Project and the operation, maintenance and repair of the Plant and Plant Property; | ||
(ii) | to develop and approve a plan for development of the Project, construction schedule, Project Budget, Operating Plan and Budget and any material changes or amendments thereto; | ||
(iii) | to advise and direct the Operator as to the identity and general form and content of the reports and formal statements of policies and procedures to be prepared by the Operator for review and approval of the Engineering and Operating Committee in respect to the construction, operation, maintenance and repair of the Plant and Plant Property; | ||
(iv) | except as set forth herein or in the O&M Agreement, to approve the form and substance, and to authorize the execution, of the Joint Facilities Agreements, the O&M Agreement and other Project Agreements not executed as of the Effective Date; | ||
(v) | to review and approve the procedures developed by the Operator for determining the Net Effective Generating Capacity, Minimum Net Generation and Net Energy Generation; | ||
(vi) | to take all actions necessary in connection with the Project within the scope of its powers and responsibilities hereunder; | ||
(vii) | to authorize and direct the Operator to approve mechanical completion, substantial completion and final completion of the Plant pursuant to the Construction Contracts and to accept the results of the Performance Testing, and to contest, settle, off-set or waive liquidated damages that may become due and payable pursuant to the terms of the Construction Contracts; | ||
(viii) | to make the determination as to when the Plant has commenced Commercial Operation; | ||
(ix) | subject to the terms of the O&M Agreement and taking into account the particular financing arrangements of the Owners, to determine when Plant Property should be retired and to authorize disposition by the Operator of |
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such Plant Property no longer needed for the operation, maintenance or repair of the Plant or other Plant Property; | |||
(x) | to act upon all matters referred to it by the Coordination Committee and upon all matters relating to the Project or the operation, maintenance and repair of the Plant or other Plant Property referred to it by any other Committee; | ||
(xi) | to take all action necessary or deemed advisable in connection with the Project or the operation, maintenance and repair of the Plant or other Plant Property for which provision has not otherwise been made by or on behalf of the Owners; | ||
(xii) | to develop the Fuel procurement policies, Fuel cost allocation adjustment factor and other procedures necessary for the O&M Agreement; and | ||
(xiii) | any contract in excess of Five Hundred Thousand Dollars ($500,000) if such contract is not provided for in the most recent BSP II annual budget. |
(b) | The Engineering and Operating Committee may act only by unanimous approval of its members and shall refer to the Coordination Committee for resolution any matters which it does not approve. |
(a) | withdrawal of any Owner, except as provided in Section 3.05 and Section 3.06; | ||
(b) | termination of this Agreement or sale of the Project or the Plant before the fiftieth (50th) anniversary of the date of Commercial Operation; and | ||
(c) | reduction of size of Plant below 540 MW prior to Financial Closing. |
(a) | Except as otherwise provided in this Agreement, each Owner shall be liable for Project Costs in proportion to their Ownership Shares and each Owner shall deposit monies in the Trust Account as required to pay for its proportion of the Project Costs. Funds deposited into the Trust Account are Plant Property and are for the payment of Project Costs and otherwise for the account of the Project and the operation, maintenance or repair of the Plant or other Plant Property, and no Owner shall have any right, title or ownership interest in the Trust Account other than a beneficial interest, in proportion to its Ownership Share, nor right to |
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withdraw or direct application of such funds, nor otherwise exercise control over such Trust Account, except as provided for in this Agreement. | |||
(b) | The Operator, on behalf of the Owners, has caused the Trust Account to be established pursuant to a trust agreement substantially in the form attached hereto as Schedule 7.01. Each Owner hereby acknowledges that any such funds contributed by it for deposit in the Trust Account constitute a prepayment of its obligation to pay Project Costs. Each Owner further acknowledges that its interest in funds in the Trust Account are subject to applicable rights of set off, recoupment, and such other legal or equitable defenses as may be available to the Operator, and other Owners under Applicable Law. |
(a) | Funds to pay for Project Costs shall be requisitioned from the Owners as follows: |
(i) | Before the Effective Date, the Operator, on behalf of the Engineering and Operating Committee, shall issue a written notice to the Owners, which written notice shall state the amount required to be deposited into the Trust Account for each Owner (i) to reimburse the Owners for the Project Costs that have been expended prior to the Effective Date in connection with Phase I activities but not yet reimbursed by the other Owners, and (ii) to provide a Progress Payment in the amount of Ten Million Dollars ($10,000,000). The Owners shall pay such amounts on the Effective Date. | ||
(ii) | In the event that the Progress Payment made pursuant to Section 7.02(a)(i) or any subsequent Progress Payment is not sufficient to fund the completion of all Phase II activities, then prior to the depletion of all previously made Progress Payments, the Operator, on behalf of the Engineering and Operating Committee, shall issue a written requisition notice to the Owners, which written notice shall state the amount required to be deposited into the Trust Account for each Owner to provide for the Phase II Project Costs reasonably expected to be expended in excess of previously made Progress Payments. The Owners shall pay such amounts within thirty (30) days of such requisition. | ||
(iii) | During Phases II, III and IV, unless the Engineering and Operating Committee directs otherwise, funds shall be requisitioned from the Owners from time to time as reasonably determined by the Operator. Unless otherwise directed by the Engineering and Operating Committee, the Operator shall issue a requisition notice to the Owners no later than the 15th of each month, which notice shall state amounts required to be deposited into the Trust Account by each Owner on each Monday (or the next Business Day in the event a Monday is a bank holiday) of the upcoming month, and include an accounting of the Project Costs then due and payable (or that will become due and payable before the end of the upcoming month) and copies of any invoices or other supporting |
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materials. The Owners shall promptly pay such amounts by electronic funds transfer into the Trust Account on the Monday (or next Business Day) so indicated on the notice. In no event shall the Engineering and Operating Committee direct requisitions for the Trust Account Deposits described in this Section 7.02(a)(iii) in any manner that would require deposits from all Owners to pay all Project obligations before they become due. | |||
(iv) | To the extent funds are available in the Trust Account, the Operator shall pay all invoices for Project Costs, subject in all respects to the oversight of the E&O Committee. For purposes of this Agreement, Project Costs shall only be paid to the extent they are Project Costs identified and included in the Project Budget, additional expenses approved by the Engineering and Operating Committee as Project Costs or required to be expended in response to an emergency. The Engineering and Operating Committee may alter the payment procedures set forth in this Section 7.02 by issuance of directives to the Operator and shall have the right to request information regarding the Project Costs to be paid. | ||
(v) | The Owners shall require Operator to prepare and deliver to the Owners, not later than forty-five (45) days following the end of each calendar year during the Term and not later than sixty (60) days following the date on which this Agreement is terminated, a cash-based reconciliation of Trust Account Deposits paid during the previous calendar year or, in the case of the reconciliation done following the termination of this Agreement, the period from January 1 of the calendar year in which termination of this Agreement occurs until the end of the Term. Such reconciliation shall also include an analysis of any differences between Project Costs on a cost basis and the applicable budget for such Project Costs. Owners may withdraw from the Trust Account the amount by which such reconciliation indicates the sum of all Trust Account Deposits exceeded the sum of all Project Costs paid or due and payable in accordance with this Agreement during the period to which the reconciliation applies. Not later than twenty (20) days following receipt of such reconciliation, Owners shall deposit in the Trust Account the amount in immediately available funds by which such reconciliation indicates the sum of all Project Costs paid or due and payable in accordance with this Agreement exceeds the sum of all Trust Account Deposits during the period to which the reconciliation applies. |
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(a) | The Engineering and Operating Committee shall establish practices and procedures for determining the Fixed Fuel requirements of the Plant. | ||
(b) | Fuel, when delivered to the burners at the Plant, shall be charged from inventory to operation. The cost of Fuel delivered to the burners at the Plant shall consist of all charges to that account which under the FERC Accounts in effect on the Effective Date is designated account 501, including the cost of coal and ash handling, and shall be apportioned among the Owners as follows: |
(i) | the cost of the Plant’s Fixed Fuel requirements shall be apportioned among the Owners in accordance with their Ownership Shares; and |
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(ii) | the cost of all other Fuel requirements of the Plant shall be apportioned among the Owners in the same proportion that their respective generation scheduled in excess of their Ownership Share of the Minimum Net Generation bears to the total Net Energy Generation scheduled in excess of Minimum Net Generation; |
(a) | During Phases I, II, and III of the Project, in accordance with the direction and specifications of the Engineering and Operating Committee, the Owners shall jointly procure or cause to be procured and maintain in force policies of comprehensive bodily injury and property damage liability insurance, pollution liability, professional liability, extra expense and delay in start up, all-risk builders risk insurance, employees’ dishonesty bond, automobile liability insurance, workers’ compensation insurance, and such other policies of insurance as are normally carried by utilities constructing facilities similar to the Project. | ||
(b) | During Phase IV of the Project, in accordance with the direction and specifications of the Engineering and Operating Committee, the Owners shall jointly procure or cause to be procured and maintain in force policies of broad form property insurance, broad form boiler and pressure vessel insurance, workers’ compensation insurance covering employees of the Operator engaged in the performance of its responsibilities under the Project Agreements at the job site, comprehensive bodily injury and property damage liability insurance, pollution liability, professional liability, employees’ dishonesty bond, automobile liability insurance, and such other policies of insurance as are normally carried by utilities operating facilities similar to the Project. |
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(c) | Each Owner shall be named an insured with the other Owners as their interests appear on all insurance, and when appropriate, the insurance shall carry cross-liability endorsements. | ||
(d) | The insurable values, limits, deductibles, retentions and other special terms of the Owners Insurance shall be determined by the Engineering and Operating Committee prior to the placement of such Owners Insurance. After such determination, a policy of Owners Insurance shall not be changed without the prior approval of the Engineering and Operating Committee except for minor changes as to which notification shall be given to the Engineering and Operating Committee. | ||
(e) | Each Owner shall be given a copy of the insurance policies forms together with a line sheet therefore naming the insurers and underwriters and the extent of their participation. | ||
(f) | Each Owner shall have the right, by written notice to the party procuring the policy, to name any mortgage, trustee or secured party on all or any of the Owners Insurance policies as loss payees or additional insured as their interests may appear. | ||
(g) | Insurance policies procured pursuant to this Section 7.09 shall be primary insurance for all purposes and shall be so endorsed. | ||
(h) | It is expressly understood and agreed that each Owner has an insurable interest in the Project and may procure for its own account additional insurance with respect to its interest as it may determine. The cost of such insurance shall be paid by such Owner from its own funds and the proceeds of such insurance shall be payable to such Owner. Other Owners shall not have any rights or interest in such insurance or the proceeds thereof. |
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(a) | After Financial Closing, in order to demonstrate its ability to fulfill its ongoing obligations under this Agreement, each Owner shall submit to the Engineering and Operating Committee: |
(i) | its audited or unaudited balance sheet and income statement on not less than a quarterly basis and audited annual financial statements, in each case in the form regularly prepared by such Owner or its accountants for such period and corresponding periods in previous years; | ||
(ii) | evidence that it has a credit rating of at least the Minimum Rating; and | ||
(iii) | such other financial information as may reasonably be requested by the Engineering and Operating Committee. |
(b) | If, after review of such financial information, the Engineering and Operating Committee determines that an Owner does not have a credit rating of at least the Minimum Rating, such Owner shall be required to deposit, in addition to any other amounts required to be deposited pursuant to this Agreement, a sum equal to the largest two (2) weeks of Project Costs anticipated to be requisitioned in the next twelve (12) months (as determined by the E&O Committee in its sole discretion) into the Trust Account until such Owner again achieves a credit rating of at least the Minimum Rating. |
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(a) | If all of the Plant is taken from the Owners by the exercise of the power of eminent domain (or by voluntary conveyance in lieu thereof), or if a part of the Plant Property is thus taken and the Engineering and Operating Committee determines, pursuant to this Section 8.02, that the part taken cannot be replaced and/or the remainder of the Plant Property cannot be restored in such a way that the Plant and other Plant Property, considered as a whole, will have substantially the same Net Effective Generating Capacity and operating and economic characteristics as existed immediately prior to such taking, then this Agreement shall be terminated by the Owners upon request by any Owner. | ||
(b) | If a part of the Plant Property is taken from the Owners by the exercise of the power of eminent domain (or by voluntary conveyance in lieu thereof), and if the Engineering and Operating Committee determines, pursuant to this Section 8.02, that the part so taken can be replaced and/or the part not taken can be restored so that the Plant and other Plant Property, considered as a whole, will have substantially the same Net Effective Generating Capacity and operating and economic characteristics as existed immediately prior to such taking, then: |
(i) | if the cost of such replacement and/or restoration is estimated by the Engineering and Operating Committee to be less than Thirty Million Dollars ($30,000,000), the Operator shall be directed to cause, as |
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expeditiously as possible, such replacement and/or restoration to be accomplished so as to restore the Plant and other Plant Property, considered as a whole, to substantially the same Net Effective Generating Capacity and operating and economic characteristics as existed immediately prior to such taking; and the cost thereof shall constitute Project Costs; or | |||
(ii) | if the cost of such replacement and/or restoration is estimated by the Engineering and Operating Committee to be Thirty Million Dollars ($30,000,000) or more, the Operator shall be directed to cause such replacement and/or restoration to be accomplished in the manner agreed upon by the Owners, but if the Owners shall be unable to agree, within forty-five (45) days after the taking has occurred, upon the manner of such replacement and/or restoration or upon any alternative disposition of the matter, then the Operator shall be directed to cause such replacement and/or restoration to be accomplished so as to restore the Plant and other Plant Property, considered as a whole, to substantially the same Net Effective Generating Capacity and operating and economic characteristics as existed immediately prior to such taking; and the cost thereof shall constitute Project Costs. |
(a) | the performance or non-performance of services or the supplying of, or failure to supply, any property, in connection with the Project, or the ownership, operation, maintenance or repair of the Plant or other Plant Property, or | ||
(b) | the past or future performance or non-performance of the obligations of any Owner under this Agreement or any Project Agreement. |
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(a) | Initial Production. During Phase III, each Owner shall be entitled to its Operating Capacity Entitlement and its Ownership Share of Net Energy Generation including all that produced by Performance Testing, URGE Testing or through Plant start-up procedures. Each Owner shall take delivery of such Capacity and Energy at the Point of Interconnection. The Owners shall cause the Operator to provide the Owners with a schedule of when the Plant will be producing Energy related to testing. If an Owner cannot use Capacity and Energy produced during testing, then the Owners shall authorize the Operator to dispose of such Capacity and Energy in a commercially reasonable manner, including, but not limited to, transacting Energy in the Midwest ISO energy market or as unscheduled Energy into the Otter Tail control area. For any such transactions, the Owners shall cause the Operator to collect funds for any and all settlements and disburse the net proceeds (after deducting its reasonable transaction costs) to the Owner(s) based on its unscheduled amounts. | ||
(b) | Regular Production Allocation. During Phase IV, each Owner shall own its Operating Capacity Entitlement and its Ownership Share of Net Energy Generation (or Ancillary Services if so elected pursuant to Section 10.03) produced by the Plant. | ||
(c) | Minimum Obligations. When any Owner schedules its Ownership Share of Minimum Net Generation (or a greater amount, not to exceed its Ownership Share), every other Owner shall be required to schedule their Ownership Share of Minimum Net Generation (or a greater amount, not to exceed its Ownership Share). In the event one or more Owners with Ownership Shares equal to or greater than (*) desire that the Plant not be operated when it is otherwise available to be operated, and one or more Owners desire to schedule Energy and/or |
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Ancillary Services from the Plant, the Owner or Owners desiring that the Plant not be operated may, in lieu of operating the Plant, provide an equal amount of Energy and/or Ancillary Services from other sources to the Owner(s) that desires to schedule Energy and/or Ancillary Services from the Plant; any such Energy and/or Ancillary Services provided from other sources shall be delivered to the Point of Interconnection (or such other point of delivery as may be agreed) in an amount equal to that desired to be scheduled. In the event any Owner with less than or equal to a (*) Ownership Share wishes to schedule Energy from the Plant, and any other Owner or Owners with greater than (*) Ownership Share do not wish to schedule Energy from the Plant when the Plant is available, the Owner or Owners not desiring to schedule shall have the option of providing lower cost energy from other sources as may be available to the Owner wishing to schedule from the Plant at such point of delivery as may be mutually agreed; provided however, that if one or more Owners with an aggregate Ownership Share of greater than or equal to (*) wish to schedule Energy from the Plant, then this option shall not apply and all Owners shall schedule at least their respective Ownership Share of the Minimum Net Generation as provided above. | |||
(d) | Disposition of Plant Output. The Owners shall cause or otherwise direct the Operator to keep the system operator for each Owner advised of the Net Effective Generating Capacity (or Operating Capacity if lower). It is the intent of the Owners that the Plant will be operated as a high availability, base load Network Resource within the parameters of Prudent Utility Practice in order to maximize the life of the Plant and to avoid high maintenance costs that may be incurred due to operation of the Plant above its Net Effective Generating Capacity. It is recognized that at times of testing, when essential to fulfill applicable reliability organization or regional transmission organization obligations and in emergencies, it may become necessary to operate the Plant for short periods of time above its Net Effective Generating Capacity (up to the Rated Capacity). The Operator shall be directed by the Owners to keep such operations to a minimum. |
10.03 | Ancillary Services. |
(a) | Payment for Ancillary Services Generally. The Owners acknowledge that the markets for Ancillary Services are likely to evolve and that some or all Ancillary Services from the Plant may be sold either pursuant to a regional or other tariff rate, or a competitive market (e.g., allowing bidding) may develop for some or all Ancillary Services. Regardless of the specific market structures that exist at any point in time, the sale of Ancillary Services by the Owners from the Plant shall follow the following principles: |
(i) | if the particular Ancillary Service is subject to a Midwest ISO or other applicable tariff, then the Owners shall be paid for Ancillary Service on a pro rata based on each Owner’s Ownership Share; and | ||
(ii) | if a competitive market exists for the particular Ancillary Service then an Owner or Owners may sell the Ancillary Service into the competitive |
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market and the selling Owner shall be entitled to the proceeds from such sale; |
provided, however, the remaining provisions of this Section 10.03 shall apply to any sales made under the immediately preceding clauses (i) or (ii). | |||
(b) | Operating Reserves. The Owners hereby direct the E&O Committee, as soon as practicable, to determine the number of megawatts of spinning reserve and supplemental reserve Ancillary Services that the Plant, based on the Plant’s design, will be able to reasonably provide (the “Total Operating Reserves”). The E&O Committee may update the Total Operating Reserves from time to time. Each Owner shall be entitled to provide or sell Operating Reserves from the Plant in an amount no greater that its pro rata share of Total Operating Reserves based on its Ownership Share. | ||
(c) | Reactive Power. Each Owner owns its Ownership Share of all reactive power produced or available from the Plant and shall have the right to sell such reactive power into the Midwest ISO market in accordance with this Section 10.03 or self-supply its own needs with its share of reactive power from the Plant; except that if the Midwest ISO (or other transmission operator authorized to make such a request) requires any Owner or the Plant Operator to provide Reactive Power from the Plant and to the extent the Plant is operated as a single plant as determined under Section 10.03(d) below, then the revenues and costs recovered by that Owner under the applicable tariff shall be allocated pro rata to the Owners based on each Owner’s Ownership Share; or to the respective Owner(s) providing such reactive power to the extent the Plant is operated on a pseudo-tie basis as determined under Section 10.03(d) below. | ||
(d) | Load Regulation and Frequency Response Service. The Owners hereby direct the E&O Committee, as soon as practicable, to determine the extent to which Load Regulation and Frequency Response Service can be supplied by the Plant (“Total Load Regulation”). Each Owner shall be entitled to provide or sell Load Regulation and Frequency Response Service from the Plant in an amount no greater than its pro rata share of Total Load Regulation based on its Ownership Share. | ||
(e) | Plant Operations; Pseudo-Tie. Because the Plant is interconnected with transmission systems whose owners are members of the Midwest ISO, the E&O Committee shall review the Midwest ISO Tariff Business Practices that are in effect at the time of Commercial Operation and determine whether the Plant will be operated as separate physical generators for the Owners on a pseudo-tie basis or as a single operating entity, taking into consideration the Owners’ ability to self-supply their needs for Reactive Power and other Ancillary Services from the Plant, and other appropriate factors (with appropriate accounting between the Owners) and the costs of the various operating options available to the Owners at that time. The E&O Committee shall also determine the amount of Reactive Power in VARS that can be supplied by the Plant from time to time and the effect |
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On Net Available Capacity of the Plant, and so inform the Operator for purposes of possible supply of Reactive Power to the market and for scheduling of the Net Available Capacity, associated Energy and bidding or self-supplying Reactive Power by the Owners. The determination of the E&O Committee may be revised from time to time as determined by the Owners through the E&O Committee. Should the E&O Committee determine to operate the Plant on a pseudo-tie or similar basis as if individual units were supplying such Reactive Power, the Operator may supply any unscheduled Reactive Power into the market to the extent individual Owners are not harmed and deposit the proceeds of such market transactions pro rata to Owners not scheduling or self-supplying Reactive Power during that hour of operation. | |||
(f) | In the event an Owner takes Plant output in the form of Ancillary Services pursuant to this Agreement, the Owners shall cause the Operator to calculate a reduction in that Owner’s entitlement to Net Energy Generation and/or Operating Capacity, as appropriate. | ||
(g) | Midwest ISO Directives. Notwithstanding anything to the contrary in Sections 10.03(a) through 10.03(f) above, each Owner that is a transmission-owning member or market participant in the Midwest ISO shall comply with all directives from the Midwest ISO regarding supply of Ancillary Services from the Plant. |
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(a) | the failure of any Owner (i) to pay funds to the Trust Account, upon requisition by the Operator on or before the date due, (ii) to provide the further assurances specified by the Coordination Committee at the times and in the amounts specified by the Coordination Committee in its notice to the Owners, or (iii) to pay funds to the Trust Account necessary to cure an Event of Default by that Owner in the ratio that its Ownership Share bears to the total Ownership Shares of the non-defaulting Owner or as otherwise required by this Agreement; and | ||
(b) | the failure of any Owner to perform or observe any of the other covenants and conditions of this Agreement to be performed or observed by it, or the failure of any Owner to perform or observe any of the covenants and conditions to be performed or observed by it under any other contract made by the Owners for the Project or for the ownership, operation, maintenance or repair of the Plant or other Plant Property, which continues for a period of five (5) days after notice of such failure is given to it by any other Owner (unless a different notice period is expressly otherwise expressly provided for in this Agreement, in which case the other notice period shall control). |
(a) | Upon any such payment or performance by non-defaulting contributing Owners, the defaulting Owner’s entitlement to Capacity and Energy generated by the Plant, including the defaulting Owner’s Operating Capacity Entitlement, any receivables and all related rights set forth in Article X and the Interconnection and Transmission Upgrade Allocation Agreement, or otherwise in this Agreement, including, without limitation, the right to vote its Ownership Share, shall be |
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deemed transferred to such non-defaulting contributing Owners in proportion to their Ownership Shares (based on the ratio that each non-defaulting Owner’s Ownership Share bears to the total Ownership Shares of all non-defaulting Owners) and the defaulting Owner shall have no ownership or other rights with respect to such Energy or Operating Capacity Entitlement. | |||
(b) | For a period of sixty (60) days from the date of the Event of Default, the defaulting Owner or a Lender may effect a repurchase of its Operating Capacity Entitlement by paying to the respective non-defaulting contributing Owners the total amount of money (and/or the reasonable equivalent in money for services or property provided) paid by each non-defaulting contributing Owner, together with interest thereon at a rate of interest one percent (1%) greater than the “prime rate” of interest published in The Wall Street Journal, Eastern Edition, from the date of expenditure by the non-defaulting contributing Owners to the date of payment by the defaulting Owner; provided, however, that such repurchase shall not entitle the defaulting Owner to any Capacity or Energy sold, used or scheduled from the date of non-payment or non-performance through such payment date, including any proceeds or receivables relating thereto, which shall remain for the account of the non-defaulting contributing Owners. If the defaulting Owner has not cured its default during the sixty (60) day cure period in this Section, such Event of Default shall be incurable and the non-defaulting contributing Owners shall have the right to continue to exercise their rights under this Section 11.02 for the remainder of the Term. |
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(a) | the termination of all Project Agreements upon the completion of the Windup Events in accordance with the terms thereof, the cancellation costs for which shall become Project Costs; | ||
(b) | the timely disposition of all Plant Property by sale, auction, partition or otherwise; | ||
(c) | the deposit of any proceeds from the disposition in the Trust Account (provided, however, than an Owner that withdraws from the Project pursuant to Section 3.05(b)(i) of this Agreement shall not be entitled to receive any payment paid by such Owner in connection with such withdrawal pursuant to Section 3.05(b)(i) of this Agreement or otherwise); and | ||
(d) | any other steps necessary steps for the winding-up of the Project, including the disbursement to the Owners proportionately based on Ownership Shares of any balance remaining in the Trust Account after the payment of all obligations related in any way to the Project, the Plant or other Plant Property. |
(a) | it is, as applicable, an agency, cooperative corporation, consumers power district, municipal corporation and political subdivision, corporation duly organized, validly existing and in good standing under the laws of the state of its formation and authorized to conduct business in South Dakota; | ||
(b) | it has the power and authority to enter into and perform this Agreement and is not prohibited from entering into this Agreement or discharging and performing all |
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covenants and obligations on its part to be performed under and pursuant to this Agreement; | |||
(c) | it has taken all action required by Applicable Law in order to approve, execute and deliver this Agreement; | ||
(d) | the execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of and compliance by such Owner with the provisions of this Agreement will not conflict with or constitute a breach of or a default under or require any consent, license or approval that has not been obtained pursuant to any of the terms, conditions or provisions of any law, rule or regulation, any order, judgment, writ, injunction, decree, determination, award or other instrument or legal requirement of any court or other agency of government, the documents of its formation or any contractual limitation, restriction or outstanding trust indenture, deed of trust, mortgage, loan agreement, lease, other evidence of indebtedness or any other agreement or instrument to which it is a party or by which it or any of its property is bound and will not result in a breach of or a default under any of the foregoing; | ||
(e) | it has taken all such action as may be necessary or advisable and proper to authorize this Agreement, the execution and delivery hereof, and the consummation of transactions contemplated hereby; | ||
(f) | there are no bankruptcy, insolvency, reorganization or receiverships pending or being contemplated by it, or to its knowledge threatened against it; | ||
(g) | to its knowledge, there are no actions, proceedings, judgments, rulings or orders issued by, or pending before any court or other governmental body that would materially adversely affect its ability to perform its obligations under this Agreement; and | ||
(h) | this Agreement is a legal, valid and binding obligation of such Owner enforceable in accordance with its terms, except as limited by laws of general applicability limiting the enforcement of creditor’s rights or by the exercise of judicial discretion in accordance with general principles of equity. |
(a) | disclose information regarding BSP II as may be required by any Applicable Law; | ||
(b) | provide information regarding BSP II to its Affiliates, employees, agents, lenders, investors, consultants, advisors, contractors, accountants and counsel; and |
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(c) | publicize to any third-party (including, but not limited to, through press releases and other media) information about the general activities of BSP II and any otherwise publicly available information; provided, however, Parties shall seek to avoid publicizing to third parties: |
(i) | financial information about BSP II, including the economics of the Project, except as required to obtain financing or to update rating agencies or an Owner’s lender; | ||
(ii) | information regarding other Parties; | ||
(iii) | information a Party specifically identifies as commercially sensitive (such as information about ongoing Project negotiations); and | ||
(iv) | information respecting the positions of BSP II on federal or state policy matters (unless consistent with the policy goals or a policy initiative of BSP II as generally understood by the Parties). |
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(a) | accepts the non-exclusive jurisdiction of the aforesaid courts; | ||
(b) | irrevocably agrees to be bound by any final judgment (after any and all appeals) of any such court with respect to such documents; | ||
(c) | irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceedings with respect to such documents brought in any such court, and further irrevocably waives, to the fullest extent permitted by law, any claim that |
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any such suit, action or proceedings brought in any such court has been brought in any inconvenient forum; | |||
(d) | agrees that service of process in any such action may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Owner or Party at its address set forth below, or at such other address of which the other Owners or Parties hereto shall have been notified; and | ||
(e) | agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or limit the right to bring any suit, action or proceeding in any other jurisdiction. |
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Participation Agreement | Page 54 | |
Big Stone II Power Plant | June 30, 2005 | |
CENTRAL MINNESOTA MUNICIPAL | GREAT RIVER ENERGY | |||||||
POWER AGENCY | ||||||||
By /s/ Xxxx X. Xxxxxx | By /s/ Xxxxx Xxxxxx | |||||||
Xxxx Xxxxxx | Xxxxx Xxxxxx | |||||||
Its President | Its President and Chief Executive Officer | |||||||
HEARTLAND CONSUMERS POWER | MONTANA-DAKOTA UTILITIES CO., a | |||||||
DISTRICT | Division of MDU Resources Group, Inc. | |||||||
By /s/ Xxxxxxx XxXxxxxx | By /s/ Xxxxx X. Xxxxxxx | |||||||
Xxxxxxx XxXxxxxx | Xxxxx X. Xxxxxxx | |||||||
Its General Manager | Its President and Chief Executive Officer | |||||||
SOUTHERN MINNESOTA MUNICIPAL | OTTER TAIL CORPORATION dba Otter Tail | |||||||
POWER AGENCY | Power Company | |||||||
By /s/ Xxxxxxx X. Xxxxxxx | By /s/ Xxxxxxx X. XxxXxxxxxx | |||||||
Xxxxxxx X. Xxxxxxx | Xxxxxxx X. XxxXxxxxxx | |||||||
Its Executive Director and CEO | Its President | |||||||
WESTERN MINNESOTA MUNICIPAL | ||||||||
POWER AGENCY | ||||||||
By /s/ Xxxxxx X. Xxxxxxx | ||||||||
Xxxxxx X. Xxxxxxx | ||||||||
Its President |
Participation Agreement | Page 55 | |
Big Stone II Power Plant | June 30, 2005 | |
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Kom, Executive Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxx@xxxxxx.xxx
00000 Xxxx Xxxxxxx 00
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxx, President and Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxxxxxxx.xxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx XxXxxxxx, General Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxx.xxx
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Vice President – Electric Supply
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx.xxxxxxxx@xxx.xxx
Participation Agreement | Page 56 | |
Big Stone II Power Plant | June 30, 2005 | |
000 Xxxxx Xxxxxxx Xx.
X.X. Xxx 000
Xxxxxx Xxxxx, XX 00000-0000
Attn: Xxxxxxx XxxXxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxxxxxx@xxxxx.xxx
000 Xxxxx Xxxxxx XX
Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxxxxxxx, P.E.
Manager – Generation, Operations and Marketing
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xx.xxxxxxxx@xxxxx.xxx
000 Xxxxx Xxxxxx XX
Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxxxxxxxx, P.E.
Chief Operating Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xx.xxxxxxxxx@xxxxx.xxx
Participation Agreement | Page 57 | |
Big Stone II Power Plant | June 30, 2005 | |
00 X.X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx
0000 Xxxx Xxxxx Xxxxx
X.X. Xxx 00000
Xxxxx Xxxxx, XX 00000-0000
Attn: Xx. Xxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxxxxxx.xxx
Participation Agreement | Page 58 | |
Big Stone II Power Plant | June 30, 2005 | |
OWNER | OWNERSHIP SHARE | |
CMMPA
|
30 Megawatts (5%) | |
GRE
|
116 Megawatts (19.333333%) | |
Heartland
|
25 Megawatts (4.166667 %) | |
Montana-Dakota
|
116 Megawatts (19.333333%) | |
Otter Tail
|
116 Megawatts (19.333333%) | |
SMMPA
|
47 Megawatts (7.833333%) | |
WMMPA
|
150 Megawatts (25%) | |
Total:
|
600 Megawatts (100%) |
Participation Agreement | Page 59 | |
Big Stone II Power Plant | June 30, 2005 | |
CMMPA |
30 (5.357143%) | |
GRE |
116 (20.714286%) | |
Heartland |
25 (4.464286%) | |
Montana-Dakota |
116 (20.714286%) | |
Otter Tail |
116 (20.714286%) | |
SMMPA |
47 (8.392857%) | |
WMMPA |
110 (19.642857%) | |
Total: |
560 (100%) | |
Participation Agreement | Page 60 | |
Big Stone II Power Plant | June 30, 2005 | |
Participation Agreement | Page 61 | |
Big Stone II Power Plant | June 30, 2005 | |
1. | Xxxx property, 34.31 acres, more or less. Lot 1, Xxxx Subdivision, located in the East 1/2 of the Northeast 1/4, and the East 1/2 of the Southeast 1/4, Section 15, Township 121 North, Range 00 Xxxx xx xxx 0xx X.X., Xxxxx Xxxxxx, Xxxxx Xxxxxx. $699,940.50 to be paid upon exercise. | |
2. | E & M Farms, Inc., 305.75 acres, more or less. The East 1/2 of the Northwest 1/4, the West 1/2 of the Southeast 1/4, except Xxx 0, X & X Xxxxx, Xxx. Addition in the Southwest 1/4 of the Southeast 1/4, the East 1/2 of the Southwest 1/4, and the West 1/2 of the Northeast 1/4, all in Section 15, Township 121 North, Range 00 Xxxx xx xxx 0xx X.X., Xxxxx Xxxxxx, Xxxxx Xxxxxx. $749,087.50 to be paid upon exercise. |
Participation Agreement | Page 62 | |
Big Stone II Power Plant | June 30, 2005 | |
3. | Xxxxxx & Xxxxxx Xxxx, Record Title Holder, and Xxxxxxx & Xxxxx Xxxx, Contract for Deed Purchaser, 285.69 acres, more or less. The West 1/2 of the West 1/2 of Section 14, and the East 1/2 of the East 1/2 of Section 15, in Township 121 North, Range 47, except the building site and approximately 20 acres adjoining the buildings on the Southwest part of the East 1/2 of the Southeast 1/4 of Section 15, Township 121 North of Range 47 West of the 5th P.M., Grant County, South Dakota, containing 256 tillable acres, EXCEPTION: Lot 1, Xxxx Subdivision, located in the East 1/2 of the Northeast 1/4 and the East 1/2 of the Southeast 1/4, Section 15, Township 121 North, Range 47 West of the 5th P.M., Lot 1 contains 5.73 acres in the East 1/2 of the Northeast 1/4 and 28.58 acres in the East 1/2 of the Southeast 1/4, Section 15, Township 121 North, Range 47. Subject to easements and reservations of record. $84,059.50 to be paid upon exercise. |
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Big Stone II Power Plant | June 30, 2005 | |
Corporate Trust Services
00 Xxxxxxxxxx Xxxxxx- XX-XX-XX0X
Xx. Xxxx, XX 00000
Fax No.: (000) 000-0000
Tel. No.: (000) 000-0000
Attn: Xxxxxxx Xxxxxxxx
0000 00xx Xxxxxx Xxxxx Xxxx
Xxxxx, XX 00000
Attn: Chief Financial Officer
Fax No.: (000) 000-0000
Tel. No.: (000) 000-0000
Associate General Counsel
Otter Tail Corporation
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
Fax No.: (000) 000-0000
Tel. No.: (000) 000-0000
Participation Agreement | Page 71 | |
Big Stone II Power Plant | June 30, 2005 | |
By:
|
||||
CENTRAL MINNESOTA MUNICIPAL POWER AGENCY |
GREAT RIVER ENERGY | |||||||
By
|
By | |||||||
Xxxx Xxxxxx | Xxxxx Xxxxxx | |||||||
Its President | Its President and Chief Executive Officer | |||||||
HEARTLAND CONSUMERS POWER DISTRICT | MONTANA-DAKOTA UTILITIES CO., a Division of MDU Resources Group, Inc. | |||||||
By
|
By | |||||||
Xxxxxxx XxXxxxxx | Xxxxx X. Xxxxxxx | |||||||
Its General Manager | Its President and Chief Executive Officer | |||||||
SOUTHERN MINNESOTA MUNICIPAL POWER AGENCY |
OTTER TAIL CORPORATION dba Otter Tail Power Company |
|||||||
By
|
By | |||||||
Xxxxxxx X. Xxxxxxx | Xxxxxxx X. XxxXxxxxxx | |||||||
Its Executive Director and CEO | Its President | |||||||
WESTERN MINNESOTA MUNICIPAL POWER AGENCY |
||||||||
By
|
||||||||
Xxxxxx X. Xxxxxxx | ||||||||
Its President |
Participation Agreement | Page 72 | |
Big Stone II Power Plant | June 30, 2005 | |
INVESTMENT AUTHORIZATION LETTER
Participation Agreement | Page 73 | |
Big Stone II Power Plant | June 30, 2005 | |
Company | GRE | WMMPA | OTP | MDU | HCPD | SMMPA | CMMPA | Total | ||||||||||||||||||||||||
Ownership
share |
116 | 150 | 116 | 116 | 25 | 47 | 30 | 600 | ||||||||||||||||||||||||
percentage |
19.33 | % | 25.00 | % | 19.33 | % | 19.33 | % | 4.17 | % | 7.83 | % | 5.00 | % | 100.00 | % | ||||||||||||||||
Progress Payment |
1,933,333 | 2,500,000 | 1,933,333 | 1,933,333 | 416,667 | 783,333 | 500,000 | 10,000,000 | ||||||||||||||||||||||||
Unreimbursed development costs |
128,889 | 166,666 | 128,889 | 128,889 | 27,778 | 52,222 | 33,333 | 666,665 | ||||||||||||||||||||||||
Total amount due |
2,062,222 | 2,666,666 | 2,062,222 | 2,062,222 | 444,444 | 835,555 | 533,333 | 10,666,665 |
Participation Agreement | Page 74 | |
Big Stone II Power Plant | June 30, 2005 | |
OTTER TAIL CORPORATION, | ||||||||
DBA OTTER TAIL POWER COMPANY | ||||||||
Dated:
|
By | |||||||
Name: | ||||||||
Title: | ||||||||
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Big Stone II Power Plant | June 30, 2005 | |
Name (printed) | Signature | |||
1. |
||||
2. |
||||
3. |
||||
4. |
||||
Participation Agreement | Page 76 | |
Big Stone II Power Plant | June 30, 0000 | |
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Kom, Executive Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxx@xxxxxx.xxx
00000 Xxxx Xxxxxxx 00
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxx, President and Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxxxxxxx.xxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx XxXxxxxx, General Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxx.xxx
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Vice President – Electric Supply
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx.xxxxxxxx@xxx.xxx
Participation Agreement | Page 77 | |
Big Stone II Power Plant | June 30, 0000 | |
000 Xxxxx Xxxxxx XX
Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxxxxxxx, P.E.
Manager – Generation, Operations and Marketing
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xx.xxxxxxxx@xxxxx.xxx
000 Xxxxx Xxxxxx XX
Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxxxxxxxx, P.E.
Chief Operating Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xx.xxxxxxxxx@xxxxx.xxx
00 X.X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx
0000 Xxxx Xxxxx Xxxxx
P. O. Xxx 00000
Xxxxx Xxxxx, XX 00000-0000
Attention: Xx. Xxx Xxxxx
Telephone: (000)-000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxxxxxx.xxx
Participation Agreement | Page 78 | |
Big Stone II Power Plant | June 30, 2005 | |
(first year’s fee payable upon opening account, nonrefundable)
If all funds are invested in a U.S. Bank proprietary investment vehicle | $2,000.00 | |||||||
If funds are invested other than above | $3,500.00 | |||||||
Transactional Charges* |
||||||||
Disbursements (checks or wires) | $20.00 each | |||||||
Fee for security transactions: | ||||||||
A. | Settlement of trades in the open market at direction of customer | $75.00 per buy or sell | ||||||
B. | Maturities | $50.00 per maturity | ||||||
*(if all funds are invested in a U.S Bank proprietary investment instrument, transactional charges
will not apply) |
||||||||
Out-of-Pocket Expenses: | ||||||||
Expenses, including but not limited to stationery, | Billed at Cost | |||||||
postage, telephone, insurance, shipping, telex-telegram, | ||||||||
reasonable services of outside counsel and agents. | ||||||||
(Plus indirect out-of-pocket at 3% of administrative fee.) | ||||||||
Note: | Charges for performing other escrow services not specifically covered in this schedule will be determined by an appraisal of the services rendered. The fees shown in this schedule may be increased annually. |
Participation Agreement | Page 79 | |
Big Stone II Power Plant | June 30, 2005 | |
Transmission Upgrade
Allocation Agreement
Interconnection and Transmission Upgrade Allocation Agreement | Page 80 | |
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Page | ||||||||
ARTICLE I | DEFINITIONS, RULES OF INTERPRETATION |
82 | ||||||
1.01 | Rules of Construction |
82 | ||||||
1.02 | Defined Terms |
82 | ||||||
ARTICLE II | INTERCONNECTION AND TRANSMISSION ALLOCATION |
87 | ||||||
2.01 | Interconnection and Transmission Allocation |
87 | ||||||
2.02 | Generator Interconnection Study and Plan |
88 | ||||||
2.03 | Common Interconnection Facilities: Ownership and Cost
Responsibility |
89 | ||||||
2.04 | Common Interconnection Facilities Upgrades: Ownership and Cost
Responsibility |
90 | ||||||
2.05 | Delivery Service Upgrades: Ownership and Cost Responsibility |
91 | ||||||
2.06 | (*) Cost Allocation for Delivery Service Upgrades |
92 | ||||||
2.07 | Alternative Arrangements |
93 | ||||||
2.08 | Establishment and Restoration of Equitable Cost Impacts |
93 | ||||||
2.09 | Conditions |
94 | ||||||
2.10 | Financial Transmission Rights |
95 | ||||||
2.11 | Repayments and Credits |
95 | ||||||
2.12 | Implementation of Interconnection Plan by Operator |
95 | ||||||
2.13 | Transmission Service Requests |
96 | ||||||
ARTICLE III | MISCELLANEOUS |
96 | ||||||
3.01 | Incorporation by Reference |
96 | ||||||
3.01 | Captions |
96 | ||||||
3.02 | Counterparts |
96 | ||||||
EXHIBIT A | 98 |
Interconnection and Transmission Upgrade Allocation Agreement | Page 81 | |
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Allocation Agreement
Interconnection and Transmission Upgrade Allocation Agreement | Page 82 | |
Big Stone II Power Plant | June 30, 2005 | |
DEFINITIONS, RULES OF INTERPRETATION
(a) | The masculine shall include the feminine and neuter. | ||
(b) | References to “Articles,” “Sections,” “Schedules,” or “Exhibits” shall be to Articles, Sections, Schedules or Exhibits of this Agreement. | ||
(c) | This Agreement was negotiated and prepared by each of the Parties with the advice and participation of counsel. The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof. | ||
(d) | The Parties shall act reasonably and in accordance with the principles of good faith and fair dealing in the performance of this Agreement. |
(a) | any Person that directly or indirectly, controls or is controlled by or is under common control with such Person; or | ||
(b) | any Person that beneficially owns or holds fifty percent (50%) or more of any class of voting securities of such Person or owns or holds fifty percent (50%) or more of an ownership interest (on a fully diluted basis) in such Person. |
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(a) | any and all Laws, legislation, statutes, codes, acts, rules, regulations, ordinances, treaties or other similar legal requirements enacted, issued or promulgated by a Governmental Authority; | ||
(b) | any and all orders, judgments, writs, decrees, injunctions, Governmental Approvals or other decisions of a Governmental Authority; and | ||
(c) | any and all legally binding announcements, directives or published practices or interpretations, regarding any of the foregoing in (a) or (b) of this definition, enacted, issued or promulgated by a Governmental Authority; |
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(a) | The provisions of the following Sections 2.02 through 2.13 express the intention of the Owners to enter into appropriate agreements that will allocate among them their respective obligations for, and rights to, transmission facilities that are the result of the Interconnection Request and Delivery Service Requests contemplated herein. Those facilities shall include: (i) Common Interconnection Facilities; (ii) Common Interconnection Facility Upgrades; and (iii) DSUs. The Owners agree that any transmission facilities and/or upgrades associated with generator interconnection and delivery of energy from the Plant to their respective customers will be assigned to one of the three types of facilities. | ||
(b) | The Owners acknowledge that they will, in order to interconnect the Plant to the Transmission System, become parties to a Midwest ISO Interconnection Agreement and other definitive agreements setting forth the terms and conditions to implement the intentions expressed in Sections 2.02 through 2.13. The Owners agree to incorporate the principles and economic effect expressed herein into that Midwest ISO Interconnection Agreement and definitive agreements to the fullest extent possible. To the extent there is any conflict between this Agreement and the Midwest ISO Interconnection Agreement and other definitive agreements with regard to interconnection and transmission-related issues, those agreements shall control. | ||
(c) | The Parties acknowledge that this Agreement must be filed with and approved by FERC. Accordingly, the Parties shall cooperate with the preparation of such filing and the pursuit of such approval. |
(a) | Interconnection Study and Updates to Request. The Owners acknowledge receipt of a copy of the Interconnection Study results. The Owners shall cooperate and promptly make any updates or revisions to the interconnection request that may be required for any proposed changes in the Plant design, size, interconnection configuration, or modeling data given in the request, recognizing that there may be additional interconnection costs incurred as a result. The E&O Committee shall approve any such changes. | ||
(b) | Interconnection and Transmission Plan Identification. The Owners acknowledge that transmission tariffs of the Owners, Midwest ISO and other affected transmission providers in existence on the Effective Date may change one or more times prior to the date on which engineering and construction for the Common Interconnection Facilities, Common Interconnection Facilities Upgrades and DSUs must begin in order for the Plant to achieve scheduled Commercial Operation and therefore the allocation of costs for Common Interconnection Facilities and Common Interconnection Facilities Upgrades may not be readily ascertainable. In light of this, the Owners agree that they will as soon as practicable, develop, to facilitate planning and financing of the Project, a range of possible transmission scenarios and estimate the likelihood of each scenario |
Interconnection and Transmission Upgrade Allocation Agreement | Page 89 | |
Big Stone II Power Plant | June 30, 2005 | |
(a) | Ownership. The Owners acknowledge that GRE, Otter Tail and WMMPA (each a “Contributing Owner”) have made investments in, and are currently the owners of certain transmission facilities (the “Contributing Owner Facilities”). Prior to Commercial Operation, the Owners shall use their respective best efforts to restructure the existing individual ownership of the Contributing Owner Facilities and structure the ownership of the new Common Interconnection Facilities so that prior to Commercial Operation each Owner will own a pro rata tenancy-in-common interest in all Common Interconnection Facilities and the right to a share of transfer capability in the Common Interconnection Facilities equal to (*). Responsibility, control and decision-making regarding the scheduling, operations and maintenance of such Common Interconnection Facilities shall vest in Otter Tail, unless otherwise agreed by the Owners. A definitive agreement shall be entered into among the Owners setting forth the maintenance arrangements for the Common Interconnection Facilities. | ||
(b) | Cost Responsibility. The Owners acknowledge and agree that: |
(i) | as of December 31, 2004, each of the Contributing Owner Facilities had a corresponding book value which shall be provided by the Contributing Owners to the other Owners as soon as reasonably practicable after the date hereof (the “Facility Book Value”); | ||
(ii) | each Owner shall bear (*) of the total costs of the new Common Interconnection Facilities and the total value of the Contributing Owner Facilities to be provided by the Contributing Owners as soon as reasonably practicable after the date hereof; and |
Interconnection and Transmission Upgrade Allocation Agreement | Page 90 | |
Big Stone II Power Plant | June 30, 2005 | |
(x) | in consideration of receipt of its undivided ownership interest in the new Common Interconnection Facilities and the Contributing Owner Facilities, each Owner shall (*) | ||
(y) | in consideration of the restructured ownership and conveyance of such undivided interest in the Contributing Owner Facilities, each Contributing Owner shall (*) |
(a) | Ownership. To the extent Common Interconnection Facilities Upgrades are owned by the Owners, or any of them, the Owners shall use their best efforts to allocate ownership (*). It is contemplated that the provisions herein will be accomplished by allocating ownership in the new Common Interconnection Facilities Upgrades. The Owners acknowledge that each Owner may use the facilities comprising the Common Interconnection Facilities Upgrades, but owned by any other Owner, consistent with any applicable tariff. | ||
(b) | Cost Responsibility. The Owners shall share in the cost of Common Interconnection Facilities Upgrades on the basis of (*). Each Owner shall be responsible for the cost of the Common Interconnection Facilities Upgrades in which it is allocated ownership pursuant to Section 2.04(a), subject to payment or credit of the difference between the cost so allocated and the cost determined on the basis of (*). | ||
(c) | Direct Assignment Facilities (Non-Owner System). For any Common Interconnection Facilities Upgrades that are directly assigned to a non-Owner Transmission System, and the non-Owner offers such direct assignment Common Interconnection Facilities Upgrades for sale, the Owners may elect to purchase |
Interconnection and Transmission Upgrade Allocation Agreement | Page 91 | |
Big Stone II Power Plant | June 30, 2005 | |
(d) | Operation and Maintenance Costs. Responsibility for operation and maintenance costs for Common Interconnection Facility Upgrades shall be addressed, if at all, in a separate agreement with the owners of such facility. |
(a) | Owner System DSUs: Modifications to Existing Facilities. With respect to Delivery Service Upgrades that involve modification, upgrade, or replacement of the existing facilities belonging to an Owner, each Owner’s Ownership thereof and Cost responsibility therefor shall be as follows: |
(i) | Ownership: Each Owner shall be entitled to retain one hundred percent (100%) of its ownership interest in any existing facilities (including modifications) comprising the Owner System DSUs. | ||
(ii) | Cost Responsibility: The total cost of Owner System DSUs facilities that have been identified in the Midwest ISO delivery service request studies pursuant to the Owners’ delivery service requests (after taking into account any salvage value and unrecoverable investment in existing facilities that are to be upgraded or replaced, and the advancement costs of planned transmission projects) shall be allocated to each Owner by applying the cost allocation described in Section 2.06 hereof. |
(b) | Owner System DSUs: New Facilities. With respect to Delivery Service Upgrades that require the installation of new facilities and that do not fall under Section 2.04(a) hereof, each Owner’s Ownership thereof and Cost responsibility therefor shall be as follows: |
(i) | Ownership: The Owners agree to use their best efforts to allocate Ownership so that each Owner will, as nearly as possible, own new discrete facilities (*) (rather than jointly owning such facilities). In order to give effect to this provision, as part of finalizing any delivery service plan the Owners shall agree on a plan to transfer and/or vest title to each of the Owners in new discrete facilities and/or equipment comprising the Owner System DSUs such that each Owner receives title to Owner System DSU new facilities and/or equipment that are, as near as possible, equal in value to (*) |
Interconnection and Transmission Upgrade Allocation Agreement | Page 92 | |
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(ii) | Cost Responsibility: Notwithstanding the ratio of ownership interests in new facilities comprising Owner System DSUs set forth in Section 2.05(b)(i) above, each Owner shall be responsible for the cost of all new discrete facilities and/or equipment comprising the Owner System DSUs by applying the cost allocation described in Section 2.06 below. |
(c) | Non-Owner System DSUs: Ownership. Ownership of Non-Owner System DSUs shall be as permitted by the tariff applicable to the relevant Transmission Owner. | ||
(d) | Non-Owner System DSUs: Cost Responsibility. Each Owner shall be responsible for the cost of all Non-Owner System DSUs assessed directly to the Project by applying the cost allocation described in Section 2.06 below. Owners shall be entitled to any crediting or reimbursements that may be available pursuant to any applicable tariff in the same proportion as costs for such facilities were allocated to the Owners pursuant to this Section 2.05. | ||
(e) | Operation and Maintenance Costs. Responsibility for operation and maintenance costs for DSUs shall be addressed, if at all, in a separate agreement with the owners of such facility. |
(a) | (*) | ||
(b) | The amount of the costs due from each Owner based on (*) under this Section 2.06(b) shall be determined by the E&O Committee utilizing (*). | ||
(c) | In no event shall any Owner be entitled to cost allocations hereunder for DSUs in excess of those necessary to deliver its Ownership Share of Net Energy Generation to its loads. |
Interconnection and Transmission Upgrade Allocation Agreement | Page 93 | |
Big Stone II Power Plant | June 30, 2005 | |
(a) | Establishment of Rate Impacts. As soon as reasonably practicable after the date hereof the Owners shall provide their best estimate, as of the Effective Date, of the impact (the “Baseline Rate Impact”) of the allocation to the specified Owners of the costs of the Common Interconnection Facilities, Common Interconnection Facilities Upgrades, and DSUs pursuant to Sections 2.02 through 2.07 on each such Owner’s annual transmission revenue requirements for all transmission facilities (“ATRR”). The Owners agree to periodically update such estimate as more current and reliable information becomes available, including prior to adoption of any final interconnection or transmission plan by the Owners. After actual construction of the Common Interconnection Facilities, Common Interconnection Facilities Upgrades, and DSUs pursuant to Sections 2.02 and 2.07, the Owners shall cause the E&O Committee to adopt a Final Baseline Rate Impact (the “Final Baseline Rate Impact”). | ||
(b) | Restoration of Equitable Cost Impacts. If any Owner determines that (*) because of deviations from the cost allocation methodology agreed to by the Owners pursuant to this Agreement, and such Owner is without full cost recovery from parties other than the Owners, then such Owner shall promptly notify the other Owners. Any such notice shall be given by the later of Commercial Operation Readiness or the date that the last transmission facility (i.e., the Common Interconnection Facilities, Common Interconnection Facilities Upgrades, and DSUs) is placed in service. Upon receipt of such notice, the Owners, through the E&O Committee, shall use their best efforts to implement a true-up or other restoration mechanism, and/or payment or credit, that would result in (*). For illustration purposes only, and without limitation, the determination of the extent to which an Owner’s (*) shall take into account cost allocations required by MISO, or other Persons with jurisdiction over transmission facilities, that differ from this Agreement. |
Interconnection and Transmission Upgrade Allocation Agreement | Page 94 | |
Big Stone II Power Plant | June 30, 2005 | |
(a) | Conditions. In order that a final interconnection agreement with the Midwest ISO can be finalized in accordance with the Project schedule, each Owner shall in a timely fashion cooperate in the implementation of the provisions set forth in Sections 2.02 through 2.09; provided, however, no Party shall be obligated to implement any such ownership structure contemplated thereunder that would be inconsistent with the following: |
(i) | each Owner shall have received all Governmental Approvals necessary to implement such ownership structures; | ||
(ii) | each Owner shall have received any approvals or consents required by any Lender, trustee, bondholder or other Person providing any existing or proposed financing to such Owner; | ||
(iii) | ownership and cost responsibility of the Common Interconnection Facilities, Common Interconnection Facilities Upgrades, and Delivery Service Upgrades shall be in accordance with Sections 2.02 through 2.08 above; | ||
(iv) | the value of the Contributing Owner Facilities is recognized in accordance with Section 2.03; | ||
(v) | implementation of any of the specific ownership structures set forth in Sections 2.03 through 2.08 shall not jeopardize the tax-exempt status of an Owner’s debt; | ||
(vi) | any Owner that is or becomes a transmission owning member of the Midwest ISO shall have all rights under the Midwest ISO Tariff, or if not a transmission owning member of the Midwest ISO then under such other lawful tariff, in effect from time to time to: (A) recover its revenue requirements associated with its ownership of Common Interconnection Facilities, Common Interconnection Facilities Upgrades and DSUs; and/or (B) charge any lawful transmission service rate for service thereon; | ||
(vii) | each Contributing Owner that is a transmission owning member of the Midwest ISO shall modify its transmission facilities controlled by the Midwest ISO under Appendix H of their respective MISO Agreement and adjust its rates for transmission revenue and rate recovery submitted under Attachment O and other provisions of the Midwest ISO Tariff to reflect the implementation of ownership structure for Common Interconnection Facilities pursuant to Section 2.03 (Owners who are not transmission owning members of Midwest ISO shall similarly remove the purchase price received from purchasing Owners from their transmission revenue requirements); |
Interconnection and Transmission Upgrade Allocation Agreement | Page 95 | |
Big Stone II Power Plant | June 30, 2005 | |
(viii) | implementation of any of the proposed ownership structure of the Contributing Owner Facilities shall not be inconsistent with the terms of any grandfathered integrated transmission agreements or joint use obligations in effect and in favor of current transmission users with respect to the relevant structure; provided, however, that the Owners shall cooperate and make such revisions with respect to facility ownership restructuring, equalization accounts and facility investment records as required under such grandfathered agreements; and | ||
(ix) | each Owner shall be responsible for its share of losses involved with transmission over the Common Interconnection Facilities and Interconnection Facility Upgrades. |
(b) | Waiver. The above conditions are for the benefit of each Owner and any Owner may choose to waive any or all conditions, but only as to itself. |
(a) | Construction of Common Interconnection Facilities and Common Interconnection Facilities Upgrades. The Owners shall cause the Operator to disburse Project Funds on behalf of the Owners for design, procurement, installation and construction of the Common Interconnection Facilities, the Common Interconnection Facilities Upgrades and the DSUs. The Owners shall also cause the Operator to supervise and oversee the execution of such construction as required by the Interconnection Study. | ||
(b) | Third Party Interconnection Facility Upgrades. It is acknowledged that the Owners shall likewise cause the Operator to request and disburse Project Funds on behalf of the Owners for design, procurement, installation and construction of the Interconnection Facility Upgrades that are owned by third parties and identified in the Interconnection Study. The Owners shall also cause the Operator, on their behalf, to supervise and oversee the construction of any |
Interconnection and Transmission Upgrade Allocation Agreement | Page 96 | |
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Interconnection and Transmission Upgrade Allocation Agreement | Page 97 | |
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OWNERS: | ||||||||
CENTRAL MINNESOTA MUNICIPAL POWER AGENCY | GREAT RIVER ENERGY | |||||||
By
|
By | |||||||
Xxxx Xxxxxx | Xxxxx Xxxxxx | |||||||
Its President | Its President and Chief Executive Officer | |||||||
HEARTLAND CONSUMERS POWER DISTRICT | SOUTHERN MINNESOTA MUNICIPAL POWER AGENCY | |||||||
By
|
By | |||||||
Xxxxxxx XxXxxxxx | Xxxxxxx X. Xxxxxxx | |||||||
Its General Manager | Its Executive Director and CEO | |||||||
MONTANA-DAKOTA UTILITIES CO., a Division of MDU Resources Group, Inc. | WESTERN MINNESOTA MUNICIPAL POWER AGENCY |
|||||||
By
|
By | |||||||
Xxxxx X. Xxxxxxx | Xxxxxx X. Xxxxxxx | |||||||
Its President and Chief Executive Officer | Its President | |||||||
OTTER TAIL CORPORATION dba Otter Tail Power Company |
||||||||
By
|
||||||||
Xxxxxxx X. XxxXxxxxxx | ||||||||
Its President |
Interconnection and Transmission Upgrade Allocation Agreement | Page 98 | |
Big Stone II Power Plant | June 30, 2005 | |
000 Xxxxx Xxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Attn: Xxxxxx X. Kom, Executive Director
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxx@xxxxxx.xxx
00000 Xxxx Xxxxxxx 00
Xxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxx, President and Chief Executive Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxx@xxxxxxxx.xxx
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx XxXxxxxx, General Manager
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxx.xxx
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx, Vice President – Electric Supply
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx.xxxxxxxx@xxx.xxx
dba Otter Tail Power Company
000 Xxxxx Xxxxxxx Xx.
X.X. Xxx 000
Xxxxxx Xxxxx, XX 00000-0000
Attn: Xxxxxxx XxxXxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxxxxxxx@xxxxx.xxx
Interconnection and Transmission Upgrade Allocation Agreement | Page 99 | |
Big Stone II Power Plant | June 30, 0000 | |
000 Xxxxx Xxxxxx XX
Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxxxxxxx, P.E.
Manager – Generation, Operations and Marketing
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xx.xxxxxxxx@xxxxx.xxx
000 Xxxxx Xxxxxx XX
Xxxxxxxxx, XX 00000-0000
Attention: Xx. Xxxxx X. Xxxxxxxxx, P.E.
Chief Operating Officer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xx.xxxxxxxxx@xxxxx.xxx
00 X.X. 0xx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attention: Xx. Xxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx
0000 Xxxx Xxxxx Xxxxx
X.X. Xxx 00000
Xxxxx Xxxxx, XX 00000-0000
Attn: Xx. Xxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
E-mail: xxxxxx@xxxxxxxx.xxx