{\rtf1\ansi\ansicpg1252\deff0\deflang1033{\fonttbl{\f0\fnil\fcharset0 Microsoft Sans Serif;}{\f1\fswiss\fprq2\fcharset0 Arial;}{\f2\froman\fprq2\fcharset0 Times New Roman;}} {\stylesheet{ Normal;}{\s1 heading 1;}{\s2 heading 2;}{\s3 heading 3;}{\s4 heading 4;}{\s5 heading 5;}{\s6 heading 6;}} \viewkind4\uc1\pard\f0\fs17\par \par Avista Corporation as of 3/2/2017\par Electric TCS and MBR\par MBR and Other Tariffs\par Effective Date:\tab\tab 08/05/2014\tab\tab\tab\tab Status:\tab\tab\tab Effective\par FERC Docket:\tab\tab ER14-02146-000\tab 68\par FERC Order:\tab\tab Delegated Letter Order\tab\tab\tab\tab Order Date:\tab\tab 07/22/2014\par MBR Tariff Section 1, FERC Electric Tariff Volume No. 9, 10.0.0\tab A\par \par \f1\fs16 Avista Corporation - MBR and Other Tariffs - FERC Electric Tariff Volume No. 9\par \par \par \pard\qc\ul\b\f2\fs24 AVISTA CORPORATION\par \par FERC ELECTRIC TARIFF VOLUME NO. 9\par \ulnone\par \pard\keepn\s1\qc\ul GENERAL TERMS AND CONDITIONS\par \pard\ulnone\b0\par \pard\qj\b 1.\tab\ul AVAILABILITY.\ulnone\b0\par \par \pard\li720\qj This Electric Tariff applies to the delivery of electric power by Avista Corporation to a purchaser at wholesale pursuant to a signed service agreement between Avista Corporation and the purchaser.\par \par \pard\qj\b 2.\tab\ul ANCILLARY SERVICES\ulnone\par \b0\par \pard\li720\qj\ul Third Party Provider \par \ulnone\par This Electric Tariff applies to the delivery of the following third-party ancillary services: Regulation and Frequency Response Service, Reactive Supply and Voltage Control Service, Energy and Generator Imbalance Service, Operating Reserve - Spinning, and Operating Reserve - Supplemental\i . \i0 Sales will not include the following: (1) sales to an RTO or an ISO, i.e., where that entity has no ability to self-supply ancillary services but instead depends on third parties; and (2) sales to a traditional, franchised public utility affiliated with the third-party supplier, or sales where the underlying transmission service is on the system of the public utility affiliated with the third-party supplier. Sales of Operating Reserve - Spinning and Operating Reserve - Supplemental will not include sales to a public utility that is purchasing ancillary services to satisfy its own open access transmission tariff requirements to offer ancillary services to its own customers, except where the Commission has granted authorization. Sales of Regulation and Frequency Response Service and Reactive Supply and Voltage Control Service will not include sales to a public utility that is purchasing ancillary services to satisfy its own open access transmission tariff requirements to offer ancillary services to its own customers, except at rates not to exceed the buying public utility transmission provider\rquote s OATT rate for the same service or where the Commission has granted authorization.\par \par Pursuant to the Commission\rquote s \ldblquote Order Granting Waiver of Notice, Conditionally Accepting for Filing Proposed Rates for Ancillary Services, and Announcing Generic Policy on Flexible Rates for Third-Party Ancillary Services Provider\rdblquote issued in Docket No. ER99-55, this Electric Tariff also applies to the delivery of Dynamic Capacity and Energy Service by Avista Corporation\rquote s merchant function to off-system wholesale purchasers, as provided in Service Schedule E. \i Avista Corporation\i0 , 87 FERC \'b6 61,223 (1999). Service under Service Schedules E, I, and J is not available in conjunction with basic transmission service from Avista Corporation under Avista Corporation\rquote s Open Access Transmission Tariff Volume No. 8.\par \par \par \ul RTO/ISO Specific\par \ulnone\par Avista Corporation offers regulation service, spinning reserve service, and non-spinning reserve service to the California Independent System Operator Corporation ("CAISO") and to others that are self-supplying ancillary services to the CAISO.\par \par \pard\qj\par \b 3.\tab\ul APPLICABILITY.\ulnone\b0\par \par \pard\li720\qj This Electric Tariff is applicable to all sales of electric energy or capacity at wholesale not otherwise subject to a particular rate schedule or electric tariff of Avista Corporation.\par \pard\qj\par \b 4.\tab\ul RATES.\b0\par \ulnone\par \pard\li720\ri288\qj\tx8280 All sales hereunder shall be made at rates established by agreement between the purchaser and Avista Corporation; provided, that in the event Avista Corporation uses its own open access transmission tariff to deliver power to the purchaser, Avista Corporation shall separately identify the cost of transmission service, generation services, and ancillary services associated with such deliveries; and provided further, that in the event Avista Corporation undertakes a transaction with any affiliate pursuant to this Tariff, Avista Corporation shall first obtain Federal Energy Regulatory Commission approval of the transaction in a separate rate filing under Section 205 of the Federal Power Act.\par \par \par \pard\ri288\qj\tx720\tx8280\b 5.\tab\ul SERVICE AGREEMENT.\ulnone\b0\par \par \pard\li720\ri108\qj\tx720\tx8640 Any party seeking service under this Electric Tariff, including under Schedules A, B, C, D, E, F, G, H, I or J of this Electric Tariff, must have on file with Avista Corporation, an executed service agreement that appropriately covers the designated service(s). Avista Corporation will retain a copy of all service agreements for its files.\par \pard\ri108\qj\tx720\tx8640\par \par \b 6.\tab\ul COMPLIANCE WITH COMMISSION REGULATIONS\ulnone\tab\par \par \pard\li720\ri108\qj\tx720\tx8640\b0 Avista Corporation shall comply with the provisions of 18 CFR Part 35, Subpart H, as applicable, and with any conditions the Commission imposes in its orders concerning Avista Corporation\rquote s market-based rate authority, including orders in which the Commission authorizes AvistaCorporation to engage in affiliate sales under this tariff or otherwise restricts or limits Avista Corporation\rquote s market-based rate authority. Failure to comply with the applicable provisions of 18 CFR Part 35, Subpart H, and with any orders of the Commission concerning Avista Corporation\rquote s market-based rate authority, will constitute a violation of this tariff.\par \pard\ri108\qj\tx720\tx8640\par \pard\fi-720\li720\ri108\qj\tx720\tx8640\b 7.\tab\ul LIMITATIONS AND EXEMPTIONS REGARDING MARKET-BASED RATE AUTHORITY.\par \pard\ri108\qj\tx720\tx8640\b0\par \pard\li720\ri108\qj\tx720\tx8640\ulnone Not applicable.\par \par \pard\ri108\qj\tx720\tx8640\b\par 8\b0 .\tab\ul\b SELLER CATEGORY\ulnone\b0\par \pard\li720\ri108\qj\tx720\tx8640\par Avista Corporation is a Category 2 seller, as defined in 18 C.F.R. \'a7 35.36(a), in the Northwest Region.\par \par Avista Corporation is a Category 1 seller as defined in 18 C.F.R. \'a7 35.36(a), in all other regions since Avista Corporation owns or controls 500 MW or less of generation in aggregate in each of the other regions; does not own, operate, or control transmission facilities other than limited equipment necessary to connect individual generating facilities to the transmission grid in any of the other regions; is not affiliated with anyone that owns, operates, or controls transmission facilities in the same region as Avista Corporation\rquote s generation assets; is not affiliated with a franchised public utility in the same region as Avista Corporation\rquote s generation assets; and does not raise other vertical market power issues. \par \pard\ri108\qj\tx720\tx8640\b\par 9.\tab\ul UNCONTROLLABLE FORCES.\ulnone\b0\par \par \pard\li720\ri108\qj\tx720\tx8640 No party shall be considered to be in default in performance of any of its obligations except to make payment as specified when a failure of performance shall be due to an uncontrollable force. The term \ldblquote uncontrollable force\rdblquote means any cause beyond the control of the party affected, including but not restricted to failure of or threat of failure of facilities, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority, and action or non-action by or failure to obtain the necessary authorizations or approvals from any governmental agency or authority which by exercise of due diligence such party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome. No party shall, however, be relieved of liability for failure of performance if such failure be due to causes arising out of its negligence or due to removable or remediable causes which it fails to remove or remedy within a reasonable time period. Nothing contained herein shall be construed to require a party to settle any strike or labor dispute in which it may be involved. Any party rendered unable to fulfill any of its obligations by reason of an uncontrollable force shall give prompt written notice of such fact to the other party and shall exercise due diligence to remove such inability within a reasonable time period.\par \pard\ri108\qj\tx720\tx8640\par \par \b 10.\tab\ul WAIVERS.\ulnone\b0\par \tab\par \pard\li720\ri108\qj\tx720\tx8640 Any waiver at any time by any party of its rights with respect to a default under this Electric Tariff, or any other matter shall not be deemed a waiver with respect to any subsequent default of the same or any other matter.\par \pard\ri108\qj\tx720\tx8640\b\par 11.\tab\ul NOTICES.\ulnone\b0\par \par \pard\fi-1440\li1440\ri108\qj\tx720\tx1440\tx8640\tab 11.1\tab Any formal notice, demand or request shall be in writing and shall be deemed properly served, given or made if delivered in person, or sent by either registered or certified mail, postage prepaid, or prepaid telegram or telecopy. Any such notice, demand or request directed to Avista Corporation shall be addressed to:\par \par \pard\fi-1440\li1440\ri108\tx720\tx1440\tx8640\tab\tab Manager\par \tab\tab Power Supply \par \tab\tab Avista Corporation\par \tab\tab P.O. Box 3727\par \tab\tab Spokane, WA 99220-3727\par \pard\fi-1440\li1440\ri108\qj\tx720\tx1440\tx8640\par \tab\tab Any such notice to a purchaser under this Electric Tariff shall be addressed to the person and address shown on the service agreement.\par \par \tab 11.2\tab The designation of the above persons or the address of any such person, may be changed at any time by notice given in the same manner as provided for other notices.\par \par \par \b 12.\tab\ul BILLING AND PAYMENT.\ulnone\b0\par \par \tab 12.1\tab\ul\b Billing Date.\ulnone\b0\par \par \tab\tab After commencement of deliveries, Avista Corporation shall bill on or before the tenth (10th) day of each month following the month of service. \par \tab\par \pard\fi-1440\li1440\ri108\qj\tx720\tx1440\tx2160\tx2880\tx8640\tab 12.2\tab\ul\b Due Date.\par \ulnone\b0\par \pard\fi-1440\li1440\ri108\qj\tx720\tx1440\tx8640\tab\tab The purchaser shall pay each bill on or before the twenty-fifth (25th) day of the month following the month of service for which the receiving party is being billed. If the twenty-fifth (25th) day of the month is a holiday or weekend, payment will be made on the last workday prior to the 25th day of the month.\par \pard\fi-1440\li1440\ri108\qj\tx720\tx1440\tx2160\tx2880\tx8640\par \tab\tab Bills which are not paid in full by the receiving party when due shall thereafter bear interest at the rate of 1\'bd% per month or at the maximum rate of interest allowed by law, whichever is less.\par \par \par \par \par \tab 12.3\tab\ul\b Termination of Service Agreement for Cause.\ulnone\b0\par \par \tab\tab Avista Corporation may terminate any service agreement of any purchaser for cause, upon appropriate notice. Any obligations of the purchaser to Avista Corporation that were incurred by the purchaser prior to Avista Corporation\rquote s notice of termination of the service agreement shall remain until satisfied.\par \par \tab 12.4\tab\ul\b Credit Terms.\ulnone\b0\par \par \pard\li1440\qj Avista Corporation may implement reasonable credit review procedures in order to determine the ability of any purchaser under this Electric Tariff to meet its obligations to Avista Corporation. This review shall be made in conformance with standard commercial practices. In addition, Avista Corporation may require the purchaser to provide and maintain\b \b0 in effect, during the term\b \b0 of the service agreement, an\b \b0 unconditional and\b \b0 irrevocable letter of credit as security to meet its responsibilities and\b \b0 obligations under this Electric Tariff. At the request of the purchaser, Avista Corporation may\b \b0 consider alternative forms of security that\b \b0 are consistent with commercial practices established by\b \b0 the Uniform Commercial Code and\b \b0 that adequately protect Avista Corporation\b \b0 against risk\b \b0 of nonperformance by the\b \b0 purchaser. In addition to the provisions of Section 12.3 (Termination of Service Agreement for Cause), service under any service agreement or power sales transaction under this Electric Tariff may be terminated pursuant to the terms of the service agreement or power sales transaction for failure to maintain adequate creditworthiness. \par \par \par \pard\qj\b 13.\tab\ul APPROVALS.\ulnone \b0\par \par \pard\li720\qj This Electric Tariff\b \b0 is subject to valid laws, orders, rules and regulations of duly constituted authorities having jurisdiction. Nothing contained in this Electric Tariff\b \b0 shall give FERC jurisdiction\b \b0 over parties not otherwise subject to such jurisdiction or be construed\b \b0 as\b \b0 a grant\b \b0 of jurisdiction over any\b \b0 party by any\b \b0 state or federal agency not otherwise having jurisdiction by law.\par \par \pard\qj\b 14.\tab\ul TRANSFER OF INTEREST.\ulnone\b0\par \par \pard\li720\qj No voluntary transfer of the rights or obligations of any party shall be made without the written consent and approval of the other party except to a successor in operation of the properties of any party. Any successor or assignee of the rights of any party, whether by voluntary transfer, judicial or foreclosure sale or otherwise, shall be subject to all these provisions and conditions to the same extent as though such successor or assignee were the original party, and no assignment or transfer of any rights shall be effective unless and until the assignee or transferee agrees in writing to assume all of the obligations of the assignor or transferor and to be bound by all of the provisions and conditions of this Electric Tariff. The execution of a mortgage or trust deed or a judicial or foreclosure sale made thereunder shall not be deemed a voluntary transfer within the meaning of this Section 14.\par \par \pard\keepn\s2\qj\b 15.\tab\ul SEVERABILITY.\ulnone\par \pard\qj\b0\par \pard\li720\qj In the event that any of the terms, covenants or conditions of this Electric Tariff or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Electric Tariff and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the provisions are not separable from all other provisions of this Electric Tariff.\par \pard\qj\par \b 16.\tab\ul NO DEDICATION OF FACILITIES.\ulnone\b0\par \par \pard\li720\qj Any undertaking by one party to another party under any provision of this Electric Tariff shall not constitute the dedication of the electric system or any portion thereof of the undertaking party to the public or to\i \i0 the other party, and it is understood and agreed that any such undertaking under any provision by a party shall cease upon the termination of such party's obligations.\par \par \par \par \pard\qj\b 17.\tab\ul SCHEDULING.\ulnone\b0\par \par \pard\fi-720\li1440\qj 17.1\tab Unless otherwise agreed, all transactions under this Electric Tariff shall be prescheduled subject to any conditions agreed to by the schedulers. Each transaction under this tariff will be specified by the type and conditions of\i \i0 service, the start time, the end time, the amount, the rate and the point(s) of delivery and receipt. Rates for all transactions will be set prospectively, at the same time as the other terms and conditions of service are agreed to by Avista Corporation and the purchaser. No rates, terms or conditions for any transaction under this tariff can be set retroactively. Transactions entered into by the parties shall be promptly confirmed in writing by the parties if requested by either party.\par \pard\qj\par \pard\fi-720\li1440\qj 17.2\tab Any\i \i0 party receiving service under this Tariff that does not operate an electric load control area shall assume full responsibility to arrange for schedules for ultimate delivery of electric power delivered hereunder with another electric utility or utilities operating load control areas. Avista Corporation shall have no responsibility for the sufficiency of such arrangements.\par \pard\qj\par \b 18.\tab\ul TRANSMISSION SERVICE.\ulnone\b0\par \par \pard\li720\qj The parties shall mutually agree upon a point of delivery for each transaction. The purchaser shall be responsible for arranging for transmission services from the point of delivery and shall bear all costs associated with transmission services from the point of delivery. \par \pard\qj\par \b 19.\tab\ul THIRD PARTY BENEFICIARY.\ulnone\b0\par \par \pard\li720\qj This Electric Tariff shall not be construed to create rights in, or to grant remedies to, any third party as a beneficiary of any duty, obligation or undertaking established herein.\par \pard\qj\par \par \b 20.\tab\ul LIABILITY.\ulnone\b0\par \par \pard\li720\qj Except for the limited circumstances described in Section 21 (Liquidated Damages) and subject to applicable state and federal law which specifically limits a party's ability to enter into this Section 20, no party, its directors, members of its governing bodies, officers or employees, shall be liable to any other party for any loss or damage to property, loss of earnings or revenues, personal injury, or any other direct, indirect, or consequential damages or injury which may occur or result from the performance or non-performance of this Electric Tariff, including any negligence arising hereunder, unless actions or claims and resulting liability, judgments and costs were caused by or resulted from an action taken or not taken by a party or parties at the direction of its or their directors, members of its or their governing bodies, officers or employees with management or administrative responsibility affecting its or their performance which is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereof or with intent that injury or damage would result or would probably result therefrom.\par \pard\qj\par \b 21.\tab\ul LIQUIDATED DAMAGES.\ulnone\b0\par \par \pard\li720\qj Avista Corporation and the purchaser may agree that the parties are respectively liable for liquidated damages in the event that either party is unable to deliver or receive energy that it is obligated to provide to or receive from the other party pursuant to the terms and conditions of the service agreement. The method for calculating liquidated damages shall be specified in the letter or memorandum of service that more fully describes the terms and conditions of the service for which the parties have agreed to pay liquidated damages.\par \pard\qj\b\par \b0\par \b 22.\tab\ul TERMINATION.\ulnone\b0\par \par \pard\li720\qj Avista Corporation shall have the unilateral right to terminate this Electric Tariff at any time by filing with the Commission a notice of termination; provided, however, that any obligations incurred under this Electric Tariff, including transactions that extend beyond the termination of this Electric Tariff, shall be preserved until either satisfied or terminated pursuant to their terms.\par \pard\qj\par \b 23.\tab\ul GOVERNING LAW.\ulnone\b0\par \par \pard\li720\qj This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Washington or the laws of the United States of America, whichever is applicable, as if executed and to be performed wholly within the State of\i \i0 Washington, unless the parties in their individual service agreements specifically agree to the application of the laws of a different state, then the laws of such specific state shall apply to the respective individual service agreement.\par \pard\qj\par \b 24.\tab\ul PRIORITY OF SERVICE.\ulnone\b0\par \par \pard\li720\qj In the event of conditions on Avista Corporation\rquote s system that require curtailment or interruption of electric service in order to maintain system reliability, Avista Corporation\rquote s firm native system load and long-term firm power supply and transmission service obligations (those having terms of more than twelve (12) months) shall have priority over any other services being provided pursuant to this Electric Tariff.\par \pard\keepn\s6\li720\ri432\par \pard\b\par \pard\b0\f0\fs17\par }