August 10, 2017 BOARD MATTER D-9 ACTION: AUTHORITY: CONSIDER AMENDMENT TO WIND ENERGY LEASE W.S. 36-5-114; Board of Land Commissioners Rules and Regulations, Chapter 6 Type of Use: Wind Farm Power Generation Lease No.: WL-1602 (effective June 1, 2016) Applicant: County: Invenergy Wind Development LLC Carbon Acres: Original Total Acreage Amended Total Acreage 1,920 Acres 2,040 Acres Recommended Term: Description: Unchanged, June 1, 2016 June 1, 2056 (40 years) Township 24 North, Range 79 West, 6th P.M. Section 32 S1/2SW1/4, SW1/4SE1/4 Purpose and Need: Invenergy Wind Development LLC (Lessee) has applied to add an additional parcel of state trust land to its existing lease (WL-1602) to expand its Ekola Flats Wind Power project. WL- 1602 was originally approved by the Board of Land Commissioners on August 11, 2016. Discussion: Invenergy Wind Development LLC (Invenergy) is requesting to add 120 acres of state trust land in parts of Section 32, Township 24 North, Range 79 West. Invenergy has fulfilled its lease obligations thus far, and is progressing through the development process under the same target date. Invenergy is developing an up to 250MW wind project in northeastern Carbon County, Wyoming. The project would be primarily on private land (approximately 90%) with the remainder on state trust land. No Federal land is proposed to be utilized. The majority of the private lands are already under long-term wind energy lease agreements with various land owners. Some environmental surveys have already been conducted. Invenergy is confident that the project is well-sited and that the local wind resource will result in an economically competitive project. Invenergy develops, owns, and operates power generation and energy storage facilities in North America and Europe. The company has developed more than 13,719 MW of utility-scale wind, solar, natural gas, and energy storage projects in the United States, Canada, and Europe. This includes more than 8,872 MW of projects in operation with more than 4,847 MW in construction or advanced development. Invenergy is headquartered in Chicago with regional offices in Denver, Toronto, Mexico City, Warsaw, and Tokyo. Invenergy has signed a Development Transfer Agreement (DTA) with PacifiCorp for this project. The DTA contemplates that PacifiCorp will acquire the project development assets in 2018 with a plant to be constructed and bring online by the end of 2020. PacifiCorp has also submitted a Certificate of Public Convenience and Necessity application (CPCN) to its regulators in Wyoming, Utah and Idaho requesting permission to invest in the project.
Based on Invenergy s current development schedule, the commercial operations date could be as early as 2020 for the Ekola Flats Wind Power project. That target date is largely dependent on progress through the required permitting processes, the permitting of transmission, and limitations regarding when construction can occur based on species impact reduction measures. There is currently one grazing and agricultural lease associated with the application held by William R. Ellis D/B/A Ellis Ranch. Mr. Ellis sent a written letter of consent for the project on July 23, 2017. This application is not located in a sage grouse core area. DIRECTOR'S RECOMMENDATION: The Director recommends that the Board approve the attached amendment to Wind Energy Lease WL-1602 as described above for the remainder of its forty year term. BOARD ACTION:
FIRST AMENDMENT TO WIND ENERGY LEASE AGREEMENT This First Amendment to Wind Energy Lease Agreement ( Amendment ) is made between the State of Wyoming Board of Land Commissioners ( Owner ) and Invenergy Wind Development LLC ( Lessee ) and shall commence the 10th day of August, 2017, or upon the date the last required signature is affixed hereto, whichever is later, and shall remain in full force and effect through the term of the Agreement, as amended, unless terminated at an earlier date pursuant to the provisions of the Agreement, or pursuant to federal or state statute, rule or regulation. Owner and Lessee are sometimes referred to herein individually as a Party and together as the Parties. RECITALS 1. Owner and Lessee are parties to that certain Wind Energy Lease Agreement dated August 2, 2016 ( WL-1602 ), pursuant to which Lessee makes rent payments for certain property on which Lessee may develop wind energy assets ( Agreement ). 2. Pursuant to the terms of the Agreement, Lessee has performed all obligations faithfully to date. 3. In order to perpetuate the term of the Agreement, among other things, the Parties agree to amend the Agreement on and subject to the terms and conditions set forth herein. AGREEMENT 1. The Agreement is hereby amended as follows: a. Recitals. The foregoing recitals hereby are incorporated into and made part of this Amendment. b. Property. Section 2.1 of the Agreement is hereby deleted in its entirety and replaced with the following provisions: 2.1 Description. For good and valuable consideration, the receipt of which is hereby Acknowledged, Owner hereby leases to Lessee, and Lessee leases from Owner on the terms and conditions set forth below, the real property (the Property) of Owner located in the County of Carbon, State of Wyoming. Lessor considers the wind (wind resource, wind energy, or wind right) an un-severable interest in the surface estate and the right to use the wind for Wind Energy Development is included in the Lease Agreement. The Property consists of approximately 2,040 acres of land and is described as: Section 36, Township 23 North, Range 80 West, 6 th P.M., Carbon County, Wyoming AND Sections 16 and 36, Township 23 North, Range 79 West, 6 th P.M., Carbon County, Wyoming, AND A portion of Section 32, Township 24 North, Range 79 West, 6 th P.M., Carbon County, Wyoming. The Property is graphically depicted in the map attached hereto as Exhibit 1. c. Exhibit 1. Exhibit 1 of the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit 1. d. Rent. The first sentence of Section 5.4(b) of the Agreement is hereby deleted in its entirely and replaced with the following provisions: 1
(b) Base Operating Fee. $1,250.00 per calendar quarter for each MW of installed capacity of WTG or other power generation facilities so installed in or prior to such calendar quarter, adjusted for inflation as provided in this Paragraph 5.4. 2. Miscellaneous. a. Ratification. With the exception of the foregoing amendments, all terms and conditions provided in the Agreement, including but not limited to sovereign immunity, shall remain in effect as written therein. b. Entire Agreement. This Amendment consisting of three (3) pages, together with the Agreement consisting of twenty-eight (28) pages and the other documents referred to in, or executed in connection with, the Agreement, supersedes all prior agreements and understandings, written or oral, between the Parties with respect to the subject matter of this Amendment. c. Counterparts. This Amendment may be executed in any number of counterparts, all of which, when taken together, shall constitute one and the same instrument and the parties to this Amendment may execute this Amendment by signing any such counterpart. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signatures are physically attached to the same documents. 2
IN WITNESS WHEREOF, Owner and Lessee, acting through their duly authorized representatives, have executed this Amendment on the days and dates set out below, and certify that they have read, understood, and agreed to the terms and conditions of this Amendment as set forth herein. STATE OF WYOMING BOARD OF LAND COMMISSIONERS By: _ Name: Bridget Hill Its: Director, Office of State Lands Date INVENERGY WIND DEVELOPMENT LLC By: Name: Michael Baird Date Its: Senior Vice President, Invenergy Wind Development, LLC Attorney General Approval as to Form Megan Nicholas, Senior Assistant Attorney General STATE OF WYOMING ) ) ss: County of Laramie ) ACKNOWLEDGMENTS The foregoing instrument was acknowledged before me by Bridget Hill, as Director, Office of State Lands and Investments, STATE OF WYOMING, this day of, 2017. Witness my hand and official seal. (seal) Title of Officer My commission expires: STATE OF ) ) ss: County of _ ) The foregoing instrument was acknowledged before me by Michael Baird, as Senior Vice President, Invenergy Wind Development, LLC, this day of _, 2017. Witness my hand and official seal. (seal) Title of Officer My commission expires: 3
WL-1602 Lease Amendment - Exhibit 1 WL-1602 Approved Lease Parcels WY 487. Legend WL-1602 Amended Lease Parcel 024.0N 078.0W 024.0N 079.0W 024.0N 080.0W Sage Grouse Core Area V4 " T " T Gateway West Route State Lands 023.0N 079.0W 023.0N 080.0W US 28 022.0N 080.0W Gateway West Substation 7 023.0N 078.0W US 30 022.0N 079.0W 022.0N 078.0W Source: Esri, DigitalGlobe, GeoEye, Earthstar Geographics, CNES/Airbus DS, USDA, USGS, AeroGRID, IGN, and the GIS User Community
Ekola Flats Amendment (Invenergy) WL-01602 - Exhibit 2 GZ-3-7339 William R. Ellis PO Box 330 Medicine Bow, WY 82329 S2SW4, SWSE 32 24 79 WL SUL MIN TUP EAS