20240516Ford Hydro PPA Attachment A.pdf

POWER PURCHASE AGREEMENT
BETWEEN
FORD HYDRO LIMITED PARTNERSHIP
AND
AVISTA CORPORATION
This Power Purchase Agreement ("Agreement") is made by and between Avista
Corporation, a Washington corporation ("Avista"), and Ford Hydro Limited Partnership
("Seller"). Avista and Seller are sometimes referred to individually as a "Party" and collectively
as the "Parties."
RECITALS
WHEREAS, Seller owns, operates and maintains a 1.499 MW hydroelectric generating
unit(s) near Weippe, Idaho, as more fully described in Exhibit A ("Facility"); and
WHEREAS, Seller will operate the Facility as a Qualifying Facility, as defined by the
Public Utility Regulatory Policies Act of 1978 ("PURPA");
WHEREAS, the Parties entered into the Second Amended and Restated Power Purchase
Agreement, which was approved by the Commission with an effective date of July 1, 2022, and
which was later amended by Amendment No. 1 ("Second Amended and Restated Agreement");
WHEREAS,the Second Amended and Restated Agreement will expire in accordance with
its terms on June 29, 2024; and
WHEREAS, upon the expiration of the Second Amended and Restated Agreement, this
Agreement will constitute a renewal of the Second Amended and Restated Agreement such that
Seller will continue to sell, and Avista will continue to purchase, Net Delivered Output pursuant
to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements set forth herein. the
Parties agree as follows.
1. DEFINITIONS
Except as otherwise defined in this Agreement, whenever used in this Agreement and
exhibits hereto, the following terms shall have the following meanings:
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1.1 "A-,reenient" means this Power Purchase Agreement, including all exhibits, and
any written amendments.
1.2 Reserved
1.3 "aMW" means average megawatt(s). An average megawatt is calculated by
dividing the total generation in MWh over a given period of time (e.g.. a calendar month) by the
number of hours in that period of time.
1.4 "Business Day" means every day other than a Saturday or Sunday or a national
holiday. National holidays shall be those holidays observed NERC.
1.5 "Commission" means the Idaho Public Utilities Commission, or its successor.
1.6 "Effective Date" shall have the meaning provided in Section 4 of this Agreement.
1.7 "Environmental Attributes" means any and all certificates, credits, benefits,
emissions reductions,environmental air quality credits and emissions reduction credits,offsets and
allowances,howsoever entitled,resulting from the avoidance of the emission of any gas.chemical,
or other substance attributable to the generation of energy by the Facility,and the delivery of such
energy to the electricity grid, and include without limitation, any of the same arising out of any
current or future legislation or regulation concerned with oxides of nitrogen,sulfur,or carbon,with
particulate matter, soot, or mercury, or implementing the United Nations Framework Convention
on Climate Change ("UNFCCC") or the Kyoto Protocol to the UNFCCC or crediting "early
action' with a view thereto, or laws or regulations involving or administered by the Clean Air
Markets Division of the Environmental Protection Agency or successor administrator(collectively
with any state or federal entity given jurisdiction over a program involving transferability of
Environmental Attributes, the "CAMD"), but specifically excluding investment tax credits.
production tax credits,and cash grants associated with the construction or operation of the Facility
and other financial incentives in the form of credits, reductions, or allowances associated with
ownership of the Facility that are applicable to a state or federal income tax obligation, if any.
Environmental Attributes also include the reporting rights or Renewable Energy Certificates
("RECs") associated with these Environmental Attributes. Environmental Attributes include
without limitation all "Environmental Attributes" and all "Green Attributes" as those terms are
defined in Appendix A-1 and Appendix A-2 of California Public Utilities Commission D. 08-08-
028 in R. 06-02-012. RECS are accumulated on a MWh basis and one REC represents the
Environmental Attributes associated with one MWh of energy. Environmental Attributes do not
include any energy, capacity, reliability or other power attributes from the Facility.
1.8 "Facility" means the electric energy generating facilities, including all equipment
and structures necessary to generate and supply electric energy, more particularly described at
Exhibit A.
1.9 "Facility Service Power" means the electric energy generated and used by the
Facility during its operation to operate equipment that is auxiliary to primary generation equipment
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including, but not limited to, pumping, generator excitation, cooling or other operations related to
the production of electric energy by the Facility.
1.10 "Force Maieure" shall have the meaning provided in Section 12 of this
Agreement.
1.11 "FERC" means the Federal Energy Regulatory Commission, or its successor.
1.12 "Initial Year Monthly Net Output Estimates" shall have the meaning provided
in Section 5.1 of this Agreement.
1.13 "Interconnection Agreement" the agreement between Seller and Avista which
governs how the Net Output is delivered to Avista's at the Point of Interconnection during the
Term of this Agreement.
1.14 "MW" means megawatt. One thousand k1IoN\atts equals one megawatt.
1.15 "MWh" means megawatt-hour. One thousand kilowatt-hours equals one
megawatt-hour.
1.16 "Market Energy Price" means eighty-five percent(85%)of the PowerDex hourly
Mid-Columbia index ("Mid-C Index") price, provided, however, if the Mid-C Index price is less
than zero, the Market Energy Price shall be one-hundred and fifteen percent(115%) of the Mid-C
Index price.
1.17 "Nameplate Capacity Rating" means the maximum generating capacity of the
Facility,as determined by the manufacturer,and expressed in megawatts(MW)or kilowatts(kW).
1.18 "NERC" means the North American Electric Reliability Corporation or its
successor.
1.19 "Net Delivered Output"means the capability and electric energy generated by the
Facility, less Facility Service Power and losses,expressed in megawatt-hours (MWh)or kilowatt-
hours (kWh),that is delivered to Avista at the Point of Delivery.
1.20 "_Net Delivered Output Price" shall have the meaning provided in Section 6.1 of
this Agreement
1.21 "Point of Delivery" means the location, as specified in Exhibit A of this
Agreement, where the electric energy produced by the Facility is delivered by Seller to Avista's
electrical system.
1.22 "Prudent Utility Practices"means the practices,methods,and acts commonly and
ordinarily used in electrical engineering and operations by a significant portion of the electric
power generation and transmission industry, in the exercise of reasonable judgment in the light of
the facts known or that should have been known at the time a decision was made,that would have
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been expected to accomplish the desired result in a manner consistent with law. regulation,
reliability, safety, environmental protection, economy, and expedition.
1.23 "Oualifying Facility" or "QF" means a generating facility which meets the
requirements for"QF" status under PURPA and part 292 of FERC's Regulations, 18 C.F.R. Part
292,and which has obtained certification of its QF status.
1.24 "Shortfall Enemy" means the Delivered Net Output delivered during any month
where the Delivered Net Output delivered in such month is less than 90 percent(90%)of the
Delivered Net Output Estimate for such month.
1.25 "Surplus Energy" means the Delivered Net Output delivered during any month
that exceeds 110 percent(l 10%) of the Delivered Net Output Estimate for such month.
1.26 "Term" shall have the meaning provided in Section 4 of this Agreement.
1.27 "WECC" means the Western Electricity Coordinating Council or its successor.
1.28 "WREGIS" means the Western Renewable Energy Generation Information
System, or a successor.
1.29 "WREGIS Operating Rules" means the then current operating rules and
requirements adopted by WREGIS, as such rules and requirements may be amended,
supplemented or replaced(in whole or in part) from time to time.
2. WARRANTIES
2.1 No Warranty by Avista. Avista makes no warranties, expressed or implied,
regarding any aspect of Seller's design, specifications, equipment or facilities, including. but not
limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility, and
any review, acceptance or failure to review Seller's design, specifications, equipment or Facility
shall not be an endorsement or a confirmation by Avista. Avista assumes no responsibility or
obligation with regard to any NERC and/or WECC reliability standard associated with the Facility
or the delivery of electric energy from the Facility to the Point of Delivery.
2.2 Seller's Warranty. Seller warrants and represents that: (a)Seller has investigated
and determined that it is capable of performing and will perform the obligations hereunder and has
not relied upon the advice, experience or expertise of Avista in connection with the transactions
contemplated by this Agreement, (b) all professionals and experts including, but not limited to,
engineers,attorneys or accountants,that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller; (c) Seller will
comply with all applicable laws and regulations and shall obtain and comply with applicable
licenses, permits and approvals in the design, construction, operation and maintenance of the
Facility; and (d) the Facility is, and during the Term of this Agreement will remain,a Qualifying
Facility as that term is used in 18 C.F.R.Part 292. Seller's failure to maintain Qualifying Facility
status will be a material breach of this Agreement. Avista reserves the right to review the Seller's
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Qualifying Facility status and associated support and compliance documents at any time during
the Term of this Agreement.
3. CONDITIONS PRIOR TO DELIVERY OF NET OUTPUT
3.1 Seller Representation. Seller represents that, prior to the commencement of the
first delivery of Net Output to Avista Seller's licenses, permits and approvals (including, but not
limited to, evidence of compliance with Subpart B, 18 C.F.R. § 292.207, tribal, state and local
business licenses, environmental permits, easements, leases and all other required approvals) are
legally and validly issued,are held in the name of the Seller,and Seller is in substantial compliance
with said pennits.
3.2 Independent Engineering Certifications. Upon Avista's request, prior to the
commencement of the first delivery of Net Output to Avista,Seller shall submit to Avista applicable
Independent Engineering Certifications for Construction Adequacy for a Qualifying Facility. The
Independent Engineering Certification shall be signed by a licensed professional engineer in good
standing and be submitted in a form specified in Exhibit C-1. Avista's acceptance of such forms
shall not be unreasonably withheld. This Section 3.2 shall not apply to a Seller who has previously
provided the certification required by this Section to Avista for the same Facility.
3.3 Interconnection Agreement. Seller shall provide Avista a copy of its
Interconnection Agreement, which shall be attached hereto as Exhibit D.
3.4 Insurance. Upon Avista's request, Seller shall, to the extent applicable, submit to
Avista evidence of compliance with Section 8.
3.5 Network Resource Designation. Upon Avista's request, Seller shall provide to
Avista all data required by Avista to enable the Facility to be designated by Avista as a network
resource.
4. TERM OF AGREEMENT
4.1 This Agreement shall be effective on July 1, 2024, or such other date set by
Commission order(the "Effective Date") and shall continue for two (2) years after the Effective
Date (the "Term"). unless otherwise terminated as provided herein.
4.2 Seller and Avista shall jointly petition the Commission for an order approving this
Agreement. This Agreement is conditioned upon Commission approval.
5. NET OUTPUT AMOUNTS
5.1 Initial Monthly Net Output Estimates. Seller shall provide to Avista Delivered
Net Output estimates for each of the twelve consecutive months that begin with the Effective Date,
counting the month during which the Effective Date occurs as month one ("Initial Year Monthly
Net Output Estimates"). Seller shall provide to Avista such Initial Year Monthly Net Output
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Estimates to Avista by written notice in accordance with Section 28 no later than five(5)calendar
days prior to the Effective Date.
5.2 Subsequent Monthly Net Output Estimates. At the end of June 2025, and at
the end of every third month thereafter, Seller shall provide to Avista Delivered Net Output
estimates pertaining to each of the additional consecutive three months for which Seller has not
yet delivered to Avista Delivered Net Output estimates, so that Seller shall have provided in
advance on a rolling basis to Avista six months of Delivered Net Output estimates. Seller shall
provide such Delivered Net Output estimates to Avista by written notice in accordance with
Section 28, no later than 5:00 p.m. of the last business day of the month during which they are
required to be provided.
5.3 Content of Delivered Net Output Estimates. All Delivered Net Output
estimates shall be expressed in kilowatt-hours by month.
5.4 Failure to Provide Net Output Estimates. If Seller fails to provide to Avista
Delivered Net Output estimates when required herein pertaining to any month or months. Avista
shall determine the Delivered Net Output estimates pertaining to such month or months, and the
Delivered Net Output estimates shall be binding for purposes of the Agreement as though they
were prepared by Seller and provided to Avista as required by the Agreement.
5.5 Seller's Revisions of Delivered Net Output Estimates. After the Effective Date,
Seller may revise its Delivered Net Output estimates previously provided to Avista for any future
month by providing Avista written notice in accordance with Section 28, no later than 5:00 p.m.
(PPT) of the 25th day of the month immediately preceding the month for which Seller is revising
its Delivered Net Output estimate. For example, if Seller would like to revise the Delivered Net
Output estimate for October, Seller would need to submit a revised Delivered Net Output
estimate for October no later than September 25th or the last business day prior to September
25th.
5.6 Avista Adjustment of Monthly Delivered Net Output Estimate. If, pursuant to
this Agreement, including Sections 10.2 and 12 of this Agreement, Avista or Seller is
excused from delivering or accepting Delivered Net Output, as applicable, from the Facility, the
Delivered Net Output estimate for the specific month in which the reduction or suspension
occurs %Wliebe:reduced in accordance with the following:
NO = Current month's Delivered Net Output estimate
SGU (a) If Avista is excused from accepting Seller's Delivered Net Output, this
value will be equal to the percentage of curtailment as specified by Avista
multiplied by the TGU as defined below.
(b)if Seller is excused from delivering Delivered Net Output,this value will
be the generation unit size rating of 1.499 M W
TGU — Generation unit size rating of 1.499 MW
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RSH = Actual hours the Facility's Delivered Net Output was either reduced or
suspended
TH = Actual total hours in the current month
Resulting formula being:
Adjusted
Delivered Net = NO - ( SGU x NO X RSH
Output TGU TH
This Adjusted Delivered Net Output Estimate will be used in applicable calculations for only the
specific month in which Avista is excused from accepting, or Seller is excused from delivering,
the Delivered Net Output.
6. PURCHASE PRICES AND PAYMENT
6.1 Net Delivered Output Cost. For all Net Delivered Output received by Avista for
each hour that is not Surplus Energy or Shortfall Energy,Avista shall pay the applicable rate based
upon the following Avoided Cost Rates For Non-Fueled Projects Smaller Than Ten Average
Megawatts per month-Non-Levelized(`Net Delivered Output Price"). The anticipated applicable
rates for such Net Delivered Output is shown in Exhibit E. Notwithstanding anything in Exhibit
E, the applicable rate for Net Delivered Output that is not Surplus Energy shall be the Avoided
Cost Rates for Non-Fueled Projects Smaller Than Ten Average Megawatts per month — Non-
Levelized that are approved by the Commission and in effect on the Effective Date.
6.2 Surplus and Shortfall Energy Cost. For all Surplus Energy and Shortfall Energy,
Avista shall pay to the Project Developer the lesser of(i)current month's Market Energy Price per
megawatt-hour, or(ii)the Net Delivered Output Price specified in Section 6.1.
6.3 Payments to Seller. For any calendar month in which Seller has delivered Net
Output from the Facility to Avista in accordance with this Agreement, Avista_shall prepare and
submit to Seller a monthly statement based upon Net Output delivered to Avista during the
previous month. Payments owed by Avista shall be paid no later than the 201h day of the month
following the end ofthe monthly billing period or five days after the receipt of a monthly statement,
whichever is later. If the due date falls on a non-Business Day, then the payment shall be due on
the next Business Day.
6.4 Payments to Avista and Riaht of Set Off. If Seller is obligated to make any
payment or refund to Avista, Seller agrees that Avista may set off such payment or refund amount
against any current or future payments due Seller under this Agreement. If Avista does not elect
to set off, or if no current or future payment is owed by Avista. Avista shall submit an invoice to
Seller for such payments. Seller shall pay Avista no later than the 20`h day of the month following
the end of the monthly billing period or five days after the receipt of a monthly statement.
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whichever is later. If the due date falls on a non-Business Day. then the payment shall be due on
the next Business Day.
6.5 Interest. In addition to the remedies set forth in Section 15 of this Agreement,any
amounts owing after the due date specified in Sections 7.3 and 7.4 will be subject to interest in the
amount of one and one half percent (1.5%) per month, not to exceed the maximum rate allowed
by the law, multiplied by the unpaid balance.
6.6 Wire Transfer. All payments shall be made by ACH or wire transfer in accordance
with further agreement of the Parties.
6.7 Title and Risk of Loss. As between the Parties, Seller shall be deemed to be in
control of the output from the Facility up to and until delivery to and receipt by Avista at the Point
of Delivery and Avista shall be deemed to be in control of the Net Output delivered to and received
by Avista.
7. ENVIRONMENTAL ATTRIBUTES
7.1 O.vnership of Environmental Attributes. To the full extent allowed by
applicable laws or regulations, Avista shall own or be entitled to claim fifty percent of the
Environmental Attributes associated with the Net Delivered Output.
To the extent necessary, Seller shall assign to Avista all rights,title and authority necessary
for Avista to register,own,hold and manage such Environmental Attributes in Avista's own name
and to Avista's account, including any rights associated with WREGIS (or any other renewable
energy information or tracking system that may be established) with regard to monitoring,
tracking,certifying,or trading such Environmental Attributes.The Environmental Attributes to be
transferred to Avista hereunder will be sourced from the Facility. Seller shall take all reasonable
steps, at Seller's expense, required to obtain and maintain tradable renewable certification,
including Green-e. California Energy Commission, or other similar certification for the Facility
and/or the Gross Facility Output.
7.2 Transfers. To the extent that Avista is to own any Environmental Attributes in
accordance with Section 7.1 of this Agreement. Seller shall transfer all such Environmental
Attributes to Avista on a monthly basis in accordance with the certification procedure established
by the WREGIS Operating Rules. Seller shall comply with all laws, including,without limitation,
the WREGIS Operating Rules, regarding the certification and transfer of such Environmental
Attributes to Avista and Avista shall be given sole title to all such Environmental Attributes. Seller
warrants that upon delivery to Avista, the Environmental Attributes will be free and clear of all
liens, security interests, claims and encumbrances. Upon request of Avista, Seller shall, at its sole
expense, take all actions and execute all documents or instruments necessary to ensure that such
Environmental Attributes are issued and tracked for purposes of satisfying state renewable
portfolio standard requirements, including Washington State's Energy Independence Act
requirements, and are transferred in a timely manner to Avista.
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7.3 Changes to WREGIS. If the WREGIS Operating Rules are changed or replaced
aver the Effective Date, WREGIS applies the WREGIS Operating Rules in a manner inconsistent
with Section 7.2 after the Effective Date, or WREGIS is eliminated or replaced, the Parties
promptly shall modify Section 7.2 as reasonably required to cause and enable Seller to transfer
Environmental Attributes to Avista(to the extent required by Sections 7.1 and 7.2), including but
not limited to those modifications reasonably required to cause and enable Seller to transfer to
Avista's WREGIS Account the Environmental Attributes that are required to be transferred to
Avista for each given calendar month under this Agreement.
8. INSURANCE, CONTINUING OBLIGATIONS
8.1 Insurance. Prior to the commencement of the first delivery of Net Output to
Avista, Seller, at its own cost, shall obtain and maintain the following insurance in force over the
term of this Agreement and shall provide certificates of all insurance policies. All insurance
policies required to fulfill the requirements of this Section 7 shall include language requiring that
any notice of cancellation or notice of change in policy terms be sent to Avista by the insurance
carrier(s)at least sixty days prior to any change or termination of the policies.
8.1.1 General Liability. Seller shall carry commercial general liability insurance
for bodily injury and property damage with a minimum limit equal to $1,000,000 for each
occurrence. The deductible shall not exceed the Seller's financial ability to cover claims
and shall not be greater than prevailing practices for similar operations in the State of
Washington.
8.1.2 Property Seller shall carry all-risk property insurance for repair or
replacement of the Facility. The limit of property insurance shall be sufficient to restore
operations in the event of reasonably foreseeable losses from natural, operational,
mechanical and human-caused perils. The deductible shall not exceed the Seller's financial
ability to fund the cost of losses and shall not be greater than prevailing practices for similar
operations in the State of Idaho.
8.1.3 Oualifying Insurance. The insurance coverage required by this Section 8
shall be obtained from an insurance company reasonably acceptable to Avista and shall
include an endorsement naming Avista as an additional insured and loss payee as
applicable.
8.1.4 Notice of Loss or Lapse of Insurance by Seller. If the insurance coverage
required by this Section 7 is lost or lapses for any reason, Seller will immediately notify
Avista in writing of such loss or lapse. Such notice shall advise Avista of(i)the reason for
such loss or lapse and(ii)the steps Seller is taking to replace or reinstate coverage. Seller's
failure to provide the notice required by this Section and/or to promptly replace or reinstate
coverage will constitute a material breach of this Agreement.
8.3 Continuing Obligations. For the Term of this Agreement, Seller will provide
Avista with the following:
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8.3.1 Insurance. Upon Avista's request, Seller shall provide Avista evidence of
compliance with the provisions of Section 8.1. If Seller fails to comply, such failure will
be a material breach and may only be cured by Seller promptly supplying evidence that the
required insurance coverage has been replaced or reinstated.
8.3.2 Engineer's Certification. If requested by Avista, Seller will supply Avista
with a Certification of Ongoing Operations and Maintenance from a Registered
Professional Engineer licensed in the state in which the Facility is located, which
certification shall be substantially in the form specified in Exhibit C-2. Seller's failure to
supply the certificate required by this Section 8.3.2 will be a material breach that may only
be cured by Seller promptly providing the required certificate. Avista may request the
Certification of Ongoing Operations and Maintenance required by this Section once in
during the Term.
8.3.3 Licenses and Permits. During the Term of this Agreement, Seller shall
comply with all applicable federal, state, and local laws and regulations. Seller shall
maintain compliance with all permits and licenses described in Section 3.1 of this
Agreement. In addition, Seller will obtain, and supply Avista with copies of, any new or
additional permits or licenses that may be required for Seller's operations. If at any time
Seller fails to maintain compliance with the permits and licenses described in Section 3.1
or this Section, or to provide documentation required by this Section, such failure will be
a material breach of this Agreement that may only be cured by Seller submitting to Avista
evidence of compliance.
9. CURTAILMENT, INTERRUPTION OR REDUCTION OF DELIVERY
Avista may require Seller to curtail, interrupt or reduce delivery of Net Delivered Output
if, in accordance with Section 10.2. Avista determines that curtailment, interruption or reduction
is necessary because of a Force Majeure event or to protect persons or property from injury or
damage,or because of emergencies.necessary system maintenance,system modification or special
operating circumstances. Avista will use commercially reasonable efforts to keep any period of
curtailment, interruption, or reduction to a minimum. In order not to interfere unreasonably with
Seller operations, Avista will, to the extent practical, give Seller reasonable prior notice of any
curtailment, interruption, or reduction, the reason for its occurrence and its probable duration.
Seller understands and agrees that Avista may not be able to provide notice to Seller prior to
interruption, curtailment, or reduction of electrical energy deliveries to Avista in emergency
circumstances, real-time operations of the electric system,and/or unplanned events.
10. OPERATION
10.1 Communications and Reporting. Avista and the Seller shall maintain appropriate
operating communications through the Communicating and Reporting Guidelines specified in
Exhibit B.
10.2 Excuse From Acceptance of Delivery of Energy.
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10.2.1 Avista may curtail, interrupt, reduce or suspend delivery, receipt or
acceptance of Net Delivered Output if Avista, in its sole discretion, reasonably determines
that such curtailment, interruption, reduction or suspension is necessary, consistent with
Prudent Utility Practice, and that the failure to do so may:
(a) endanger any person or property, or Avista's electric system, or any
electric system with which Avista's system is interconnected;
(b) cause, or contribute to, an imminent significant disruption of electric
service to Avista's or another utility's customers;
(c) interfere with any construction, installation, inspection, testing, repair,
replacement, improvement, alteration, modification,operation, use or maintenance
of, or addition to, Avista's electric system or other property of Avista; or
(d) prevent or interfere with Avista's compliance with any applicable law
or regulatory requirement.
10.2.2 Avista shall promptly notify Seller of the reasons for any such curtailment.
interruption, reduction or suspension provided for in Section 10.2. Avista shall use
reasonable efforts to limit the duration of any such curtailment, interruption, reduction or
suspension.
10.3 Seller's Risk. Seller shall design,construct,own,operate and maintain the Facility
at its own risk and expense in compliance with all applicable laws, ordinances, rules, regulations,
orders and other requirements, now or hereafter in effect, of any governmental authority.
10.4 Avista's Riaht to Inspect. Seller shall permit Avista to inspect and audit the
Facility, any related production, delivery and scheduling documentation or the operation, use or
maintenance of the Facility at any reasonable time and upon reasonable notice. Seller shall provide
Avista reasonable advance notice of any Facility test or inspection performed by or at the direction
of Seller.
10.5 Seller Obligations in Accordance with Prudent Utility Practices. Seller shall
own, operate and maintain the Facility and any Seller-owned Interconnection Facilities so as to
allow reliable generation and delivery of Net Delivered Output to Avista for the full Term of the
Agreement, in accordance with Prudent Utility Practices.
10.6 modifications. Seller shall notify Avista in writing prior to making any material
modifications to the Facility. Material modifications to the Facility include, but are not limited to,any
modification that increases or decreases the Facility nameplate capacity rating, changes the primary
energy source,and changes to the generator fuel. Any material modifications to the Facility, including
but not limited to the generator or turbine,that(1) increases the Facility nameplate capacity rating, or
(2)changes the primary energy source, or(3)changes to the generator fuel,will require a review,and
subject to Section 21 of this Agreement, amendment of the Agreement, including amendment to
Exhibit A to reflect the Facility as actually modified and adjustment of the applicable pricing to
ensure that, as of the date when output is first delivered from the modified Facility, payments to
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Seller reflect the proper authorized rates for the Facility as modified. In the event that, as a result
of the modifications to the Facility, Avista determines that the Facility is no longer a Qualifying
Facility or if the Parties are unable to mutually agree to an amendment to the Agreement that
satisfies the requirements of this paragraph, Avista may terminate the Agreement. If the
Agreement is terminated because of such modifications,Project Developer will be responsible for
any financial damages incurred by Avista as a result of such termination.
11. INTERCONNECTION,METERING AND TRANSMISSION
Seller shall make all necessary arrangements to interconnect its Facility with the electrical
system of Avista. Any required metering for the Facility shall be pursuant to the Interconnection
Agreement.
12. FORCE MAJEURE
12.1 Except as expressly provided in Section 12.6. neither Party shall be liable to the
other Party, or be considered to be in breach of or default under this Agreement, for delay in
performance due to a cause or condition beyond such Party's reasonable control which despite the
exercise of reasonable due diligence, such Party is unable to prevent or overcome ("Force
Majeure"), including but not limited to:
(a) fire, flood, earthquake, volcanic activity: court order and act of civil, military
or governmental authority; strike, lockout and other labor dispute; riot, insurrection,
sabotage or war; pandemic or epidemic; unanticipated electrical disturbance originating in
or transmitted through such Party's electric system or any electric system with which such
Party's system is interconnected; or
(b) an action taken by such Party which is, in the sole judgment of such Party.
necessary or prudent to protect the operation,performance, integrity, reliability or stability
of such Party's electric system or any electric system with which such Party's electric
system is interconnected,whethcr such actions occur automatically or manually.
12.2 In the event of a Force Majeure event, the time for performance shall be extended
by a period of time reasonably necessary to overcome such delay. Avista shall not be required to
pay for any output from the Facility which,as a result of any Force Majeure event, is not delivered.
12.3 Nothing contained in this Section shall require any Party to settle any strike,lockout
or other labor dispute.
12.4 In the event of a Force Majeure event, the delayed Party shall provide the other
Party notice by telephone or email as soon as reasonably practicable and written notice within
fourteen days after the occurrence of the Force Majeure event. Such notice shall include the
particulars of the occurrence. The suspension of performance shall be of no greater scope and no
longer duration than is required by the Force Majeure and the delayed Party shall use its best efforts
to remedy its inability to perform.
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12.5 Force Majeure shall include any unforeseen electrical disturbance that prevents any
electric energy deliveries from occurring at the Point of Delivery.
12.6 Notwithstanding anything to the contrary herein, Force Majeure shall not apply to,
or excuse any default under, Sections 16.1(a), 16.l(b), 16.1(c), or 16.1(d). For the avoidance of
doubt, Avista may declare Seller in Default if an event described in any of Sections 16.1(a),
16.1(b), 16.1(c), or 16.1(d), occurs and Avista may pursue any remedy available to it under this
agreement.
13. INDEMNITY/LIMITATIONS OF LIABILITY
13.1 Seller shall indemnity, defend and hold harmless Avista, its directors, officers.
employees, agents, and representatives, against and from any and all losses, expenses, liabilities,
claims or actions (hereafter "Loss"), based upon or arising out of bodily injuries or damages to
persons, including without limitation death resulting therefrom, or physical damages to or losses
of property caused by, arising out of or sustained in connection with the construction,operation or
maintenance of the Facility. In the event that any such Loss is caused by the negligence of both
Seller and Avista, including their employees, agents, suppliers and subcontractors, the Loss shall
be borne by Seller and Avista in the proportion that their respective negligence bears to the total
negligence causing the Loss.
13.2 SELLER AND AVISTA SPECIFICALLY WARRANT THAT THE TERMS
AND CONDITIONS OF THE FOREGOING INDEMNITY PROVISIONS ARE THE
SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIES, AND ARE
SPECIFICALLY AND EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERIVED UNDER THE TERMS OF THE AGREEMENT.
13.3 EXCEPT FOR CLAIMS ARISING OUT OF FRAUD OR WILFUL
MISCONDUCT AND AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER
PARTY SHALL BE LIABLE UNDER ANY PROVISION OF THIS AGREEMENT FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, SAVINGS OR
REVENUE, LOSS OF THE USE OF EQUIPMENT, COST OF CAPITAL, OR COST OF
TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY,
OR ANY OTHER THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT ANY
AMOUNTS DUE TO SELLER AS PAYMENT FOR NET OUTPUT DELIVERED TO
AVISTA PURSUANT TO THE TERMS OF THIS AGREEMENT SHALL BE DEEMED
TO BE DIRECT DAMAGES.
13.4 TO THE EXTENT PERMITTED BY APPLICABLE LAW, AVISTA AND
SELLER EACH WAIVE WITH RESPECT TO THE OTHER ANY IMMUNITY OR
DEFENSE OR OTHER PROTECTION THAT MAY BE AFFORDED BY WORKER'S
COMPENSATION, INDUSTRIAL INSURANCE, OR SIMILAR LAWS APPLICABLE
TO THE JURISDICTION WHERE WORK IS TO BE PERFORMED OR THE
DEVELOPMENTS ARE LOCATED AS NECESSARY TO INDEMNIFY, DEFEND AND
Page- 13 - FORD HYDRO LIMITED PARTNERSHIP

HOLD HARMLESS THE OTHER FROM SUCH LOSSES TO THE EXTENT SET
FORTH IN THIS SECTION 13. THE PARTIES HAVE SPECIFICALLY NEGOTIATED
THIS SECTION AND THE PARTIES MAKE THE FOREGOING WAIVER WITH THE
FULL KNOWLEDGE OF THE CONSEQUENCES.
14. ASSIGNMENT
14.1 Seller shall not assign its rights or delegate its duties under this Agreement without
the prior written consent of Avista, which consent shall not be unreasonably withheld. Subject
to the foregoing restrictions on assignments, this Agreement shall be fully binding upon, inure to
the benefit of and be enforceable by the Parties and their respective successors, heirs and assigns.
14.2 Seller shall have the right without Avista's consent, but with a thirty days prior
written notice to Avista,to make collateral assignments of its rights under this Agreement to satisfy
the requirements of any development, construction, or other reasonable long-term financing. A
collateral assignment shall not constitute a delegation of Seller's obligations under this Agreement,
and this Agreement shall not bind the collateral assignee. Any collateral assignee succeeding to
any portion of the ownership interest of Seller shall be considered Seller's successor in interest
and shall thereafter be bound by this Agreement.
15. NO UNSPECIFIED THIRD-PARTY BENEFICIARIES
There are no third-party beneficiaries of this Agreement. Nothing contained in this
Agreement is intended to confer any right or interest on anyone other than the Parties, and their
respective successors, heirs and assigns permitted under Section 14.
Page- 14- FORD HYDRO LIMITED PARTNERSHIP

16. DEFAULT AND TERMINATION
16.1 In addition to any other breach or failure to perform under this Agreement. each of
the following events shall constitute a Default:
(a)The Facility ceases to be a Qualifying Facility;
b)A Party becomes insolvent(e.g., is unable to meet its obligations as they become
due or its liabilities exceed its assets);
(c)Seller makes a general assignment of substantially all of its assets for the benefit
of its creditors, files a petition for bankruptcy or reorganization or seeks other relief under
any applicable insolvency laws;
(d)Seller has filed against it a petition for bankruptcy,reorganization or other relief
under any applicable insolvency laws and such petition is not dismissed or stayed within
sixty days after it is filed;
(e) Seller is in default under any Agreement related to this Agreement: or
(f) Termination, cancellation or expiration of any agreement required for Seller to
deliver electric energy to Avista under this Agreement, including but not limited to the
Interconnection Agreement.
16.2 Notice and Opportunity to Cure. In the event of a Default, the non-Defaulting
Party shall give written notice to the Defaulting Party of a Default in accordance with Section 28.
Except as provided in Section 16.1(d),if the Defaulting Party has not cured the breach within thirty
days after receipt of such written notice,the non-Defaulting Parry may,at its option.terminate this
Agreement and/or pursue any remedy available to it in law or equity;provided that, if a Default
occurs under Sections 16.1(a) or 16.1(f), Seller shall not deliver any output from the Facility to
Avista, and Avista shall have no obligation to accept any output from the Facility, until such
Default is cured.
16.3 Additional Rights and Remedies. Any right or remedy afforded to either Party
under this Agreement on account of a Default by the other Party is in addition to, and not in lieu
of, all other rights or remedies available to such Party under any other provisions of this
Agreement, by law or otherwise on account of the Default.
16.4 Damages. If this Agreement is terminated as a result of Seller's Default after the
Effective Date. Seller shall pay Avista, in addition to other damages, the positive difference, if
any,between the applicable Net Delivered Output Price and the cost to replace the output from the
Facility for twelve months beginning on the date of the original Default, plus all associated
transmission costs to Avista to acquire such replacement of the output from the Facility.
Page - 15 - FORD I IYDRO LIMITED PARTNERSHIP

17. DISPUTE RESOLUTION
Each Party shall strive to resolve any and all differences during the term of the Agreement
through meetings and discussions. If a dispute cannot be resolved within a reasonable time, not to
exceed thirty days, each Party shall escalate the unresolved dispute to a senior officer designated
by each Party. If the senior officers are not able to resolve the dispute within ten Business Days
of escalation then the Parties may agree to mediate or arbitrate the dispute. In the event that the
Parties do not agree to mediation or arbitration, either Party may, as applicable, request a hearing
before the Commission or seek relief in a court of competent jurisdiction.
18. RELEASE BY SELLER
Seller releases Avista from any and all claims, losses, harm, liabilities,damages, costs and
expenses to the extent resulting from any:
18.1 Electric disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to the Facility;
18.2 Interruption, suspension or curtailment of electric service to the Facility or any
other premises owned, possessed, controlled or served by Seller, which interruption, suspension
or curtailment is caused or contributed to by the Facility or the interconnection of the Facility:
18.3 Disconnection, interruption, suspension or curtailment by Avista pursuant to terms
of this Agreement or the Interconnection Agreement.
19. SEVERAL OBLIGATIONS
The duties, obligations and liabilities of the Parties under this Agreement are intended to
be several not joint or collective. This Agreement shall not be interpreted or construed to create
an association,joint venture or partnership between the Parties. Each Party shall be individually
and severally liable for its own obligations under this Agreement. Further,neither Party shall have
any rights,power or authority to enter into any agreement or undertaking for or on behalf of,to act
as to be an agent or representative of or to otherwise bind the other Party.
20. IMPLEMENTATION
Each Party shall promptly take such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably requested by the other Party
for the implementation or continuing performance of this Agreement.
21. NON-WAIVER
The failure of either Party to insist upon or enforce strict performance by the other Party of
any provision of this Agreement or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment of such Party's right to assert or rely upon any such
Page - 16 - FORD HYDRO LIMITED PARTNERSHIP

provision or right in that or any subsequent instance;force and effect. rather, the same shall be and remain in full
22. AMENDMENT
No change, amendment or modification of any provision of this Agreement shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties and subsequently
approved by the Commission.
23. CHOICE OF LAWS
This Agreement shall be construed and interpreted in accordance with the laws of the State
of Idaho without reference to its choice of law provisions.
24. HEADINGS
The Section headings in this Agreement are for convenience only and shall not be
considered part of or used in the interpretation of this Agreement.
25. SEVERABILITV
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and this Agreement shall be
construed in all respects as if the invalid or unenforceable provision were omitted.
26. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be
deemed as an original, and together shall constitute one and the same document.
27. TAXES
Seller shall pay before delinquency all taxes and other governmental charges which, if
failed to be paid when due,could result in a lien upon the Facility or the Interconnection Facilities.
Page - 17 - FORD HYDRO LIMITED PARTNERSHIP

28. NOTICES
Unless otherwise specified, all written notices or other communications required by or
provided under this Agreement shall be mailed or delivered to the following addresses, and shall
be considered delivered when deposited in the US Mail,postage prepaid.by certified or registered
mail or delivered in person:
to Avista: Director, Power Supply
Avista Corporation
P.O. Box 3727
Spokane. WA 99220
to Seller: Ford Hydro Limited Partnership
PO Box 1432
Lewiston. ID 83501
Either Party may change its designated representative to receive notice and/or address
specified above by giving the other Party written notice of such change.
29. SURVIVAL
Rights and obligations which, by their nature, should survive termination or expiration of
this Agreement, will remain in effect until satisfied, including without limitation, all outstanding
financial obligations, and the provisions of Section 13 (Indemnity) and Section 17 (Dispute
Resolution).
30. ENTIRE AGREEMENT
This Agreement, including the following exhibits which are attached and incorporated by
reference herein, constitutes the entire agreement of the Parties and supersedes all prior and
contemporaneous oral or written agreements between the Parties with respect to the subject matter
hereof.
Exhibit A Project Description and Point of Delivery
Exhibit B Communications and Reporting
Exhibit C-1 Independent Engineering Certifications for Construction Adequacy for a
Qualifying Facility
Exhibit C-2 Independent Engineering Certifications for Ongoing Operations and
Maintenance for a Qualifying Facility
Exhibit D Interconnection Agreement
Exhibit E Purchase Prices
Page- 18 - FORD HYDRO LIMITED PARTNERSHIP

31. Authority
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its
duly authorized representative as of the date set forth below.
FORD HYDRO LIMITED AVISTA CORPORATION
PARTNERSHIP
DiggaYy signed by&ends Ford Digitally signed by Ryan
Brenda Ford N.cnwendir Foafford . Ryan Finesilver
omai=brenda�wesdord-rb.
B ,� r) Finesilver Date:2024-05.15
Y: Date:2024 as.0 11.49e4-mwa B v: _ 13 2125.07'00'
Printed Name: Brenda Ford Printed Name: Ryan Finesilver
Title: Manager Title: Resource Marketing Manager
Date: 05/15/2024 Date. 05/15/2024
Page- 19 - FORD HYDRO LIMITED PARTNERSHIP

Exhibit A
Project Description and Point of Delivery
Jim Ford Creek Hydroelectric Project Features
52 ft. long,5 ft. high concrete structure with automated
Diversion Structure rack rake, two 30" intakes and conduits leading to valve
house
Adjacent to the diversion and containing two 30"
Valve House motorized valves and a bifurcation leading into the low
pressure conduit
Low Pressure 7,126 feet of low pressure conduit buried in the Project
Conduit access road
Penstock 914 feet of high pressure steel penstock
Powerhouse A concrete substructure with three turbine bays and steel
building measuring approximately 24 feet by 60 feet.
(3) 600 rpm two-jet horizontal Pelton turbines
Turbines manufactured by Canyon Industries rated at 600 kW
under 480 ft of head
Generators (3) 600 rpm,three-phase horizontal induction generators
manufactured by Toshiba rated at 752 amps at 480 V
Switchgear A fully automated switchgear and controls package
manufactured by Sierra Electro Development (SEDCO)
Substation A single 3 phase 480/13,800V pad mounted transformer
rated at 2000 KVA
8,000 ft of buried 13.8 kV transmission line following the
Transmission conduit route, then overhead for a short distance to the
utility interconnect
Access Road 9,000 of gravel access road,the majority of which shares
the conduit alignment

Exhibit B
Communication and Reporting
(1) Email communications between Seller and Avista shall be submitted to:
Avista: [e-mail]; or
[e-mail]
Seller: [e-mail]
Alternate: [e-mail]
(2)All oral communications relating to electric energy scheduling, generation level changes,
interruptions or outages between Seller and Avista will be communicated on a recorded line as
follows:
(a) Pre-Schedule (5:30 am to 12:00 noon on Business Days):
Avista Pre-Scheduler: [phone]
Alternate Phone: [phone]
Seller: Russ Ford, Operator: [phone]
Alternate Phone: Brenda Ford, Manager: (208)41 3-8777
(b) Real-Time Schedule (available 24 hours a day)
Avista Real-Time Scheduler: [phone]
Seller: Russ Ford. Operator: [phone]
Alternate Phone: Brenda Ford. Manager: [phone]
(3) Either Party may change its contact information upon written notice to the other Party.

Exhibit C -1
Independent Engineering Certification for
Construction Adequacy for a Qualifying Facility
am a licensed professional engineer registered to
practice and in good standing in the State of . I have substantial experience in the design,
construction and operation of electric power plants of the same type as
(Title of QF) sited at in
County, State of (the "Facility-').
2. I have reviewed and/or supervised the review of the construction in progress or of
the completed Facility and it is my professional opinion that said Facility has been designed and
built according to appropriate plans and specifications bearing the words "CERTIFIED FOR
ACCEPTANCE"and with the stamp of the certifying licensed professional engineer of the design.
and that the Facility was built to commercially acceptable standards for this type of facility.
3. l have no economic relationship to the designer or owner of said Facility and have
made my analysis of the plans and specifications independently.
4. I hereby CERTIFY that the above statements are complete,true,and accurate to the
best of my knowledge and I therefore set my hand and seal below.
Signed and Scaled
DATE:
SIGNATURE:
PRINTED NAME:

Exhibit C-2
Independent Engineering Certification of Ongoing Operations and
Maintenance for a Qualifying Facility
l. The undersigned is a duly authorized representative of , in its
capacity asan independent engineer(the "Independent Engineer"). The Independent
Engineer has substantial experience reviewing the design, construction, and operation
of electric power plants ofthe same type as hydroelectric project ("Facility").
2. Independent Engineer has reviewed the operation and maintenance agreement(-O&M
Agreement"') for the Facility and it is the Independent Engineer's professional opinion that,
provided the Facility has been designed and built to appropriate standards,the O&M
Agreement is the same as the original O&M Agreement in place at COD,the is consistent
with Prudent Utility Practices(as defined in the Agreement) and therefore is considered
adequate to support the Facility's production of energy in accordance with the requirements
of the Agreement, noting that the Independent Engineer makes no representation as to the
amounts of energy that will be produced by the Facility.
3. Independent Engineer has no economic relationship to the designer or owner of said Facility
and has made its analysis of the O&M Agreement independently.
4. Independent Engineer hereby confirms that the above statements are complete, true, and
accurate to the best of its knowledge.
Signed and Sealed
DATE:
SIGNATURE:
PRINTED NAME:

Exhibit D
Interconnection Agreement

EYJiIBIT D
Interconnection Facilities and Costs
D-1 DESCRIPTION OF INTERCONNECTION FACT_LTTTFS AND COSTS.
(To be inserted upon completion of Interconnection Facilities engineering. )
D-Z SALVAGE VALUE. Within 60 days of the date of the termination of
this Agreement Water Power will prepare and forward to Seller an estimate of
the remaining value of those Interconnection Facilities in D-1 of this
appendix less the cost of removal and transfer to Water Power's nearest
warehouse, if the Interconnection Facilities will be removed (net salvage
value) . Water Power may then be invoiced by the Seller for the net salvage
value estimated by Water Power for the Interconnection Facilities and shall
pay such amount to the Seller within 30 days after receipt of said invoice.
The Seller shall have the right to offset the amount of the net salvage value
estimated by Water Power against any present or future payments due Water
Power.
DI

Exhibit E
Purchase Prices
Avoided Cost Rates for Non-Fueled Projects Smaller Than Ten Average Megawatts per
month—Non-Levelized
The pricing information provided herein is based on current avoided cost rates in Idaho and is
subject to change as provided in Section 11.1 of the Agreement.
Period Season 1 Season 2
Heavy Light Load Heavy Light Load
Load Hour Hour Load Hour Hour
($/MWh) $/MWh) $/MWh ($/MWh)
2024 70.50 65.10 54.83 50.63
2025 67.31 61.91 52.35 48.15
2026 64.92 59.52 50.49 46.29
Exhibit F

Preliminary Generation Estimates
Month Amounts in kWhs
July 0
August 0
September 0
October 0
November 0
December 1,850,000
January 485,000
February 577,247
March 786,624
April 800.689
May 466,538
June 0