20100916PAC 1-25 plus Exhibit A to XRG.pdf

LOVIGER KAUF LL
825 NE Multnomah° Suite 925
Portand, OR 97232-2150
offce (50:3) 230"7715' .
fax [phone]
Ken Kaufmann
kaufmanntWklaw.com
September 15,2010
Via Overnight Delivery
~Jean Jewell
Commission Secretar
Idaho Public Utilities Commission
472 W. Washington
Boise, ID83702
en
Re: Rocky Mountain Power's First Production Request to the XRG LLCs
(!UC PAC-E-IO-oS)
~
v:..c.u:
Dear Ms. Jewell:
The above-referenced document was electronically fied on September 10, 2010; a couresy
hard copy of which was mailed to Scott Woodbur on September 13. It was brought to my
attention today by IPUC staff that we should have also sent two hard copies to the
Commission. Enclosed are those two hard copies.
Sincerely,;t
Ken Kaufm
Attorney for Rocky Mountain Power
Enclosures: 2
-r
Mark C. Moench
Danel E. Solander
Rocky Mounta Power
201 South Main Street, Suite 2300
Salt Lake City, Utah 841 i i
Telephone: [phone]
Fax: [phone]
mark.moench(qpacificorp.com
daniel.solander(qacificorp.com
Ri=rF:-1,;-"" "l;j",=
zorn SEP 16 AM 9: 39
Jeffrey S. Lovinger
Kenneth E. Kaufman
Lovinger Kaufman LLP
825 NE Multnomah, Suite 925
Portand, Oregon 97232
Telephone: [phone]
Fax: [phone]
lovinger(qlklaw.com
kaufan(qaw.com
Attorneys for Defendant PacifiCorp
BEFORE THE
IDAHO PUBLIC UTLITIES COMMISSION
vs.
XRG-DP-7, XRG-DP-8, XRG-DP-9, XRG-DP- )10, LLCs, )Complainant, )
)
)
)
)
)
)
Case No. PAC-E-10-08
ROCKY MOUNTAI POWER'S
FIRST PRODUCTION REQUEST TO
THE XRG LLCs.
PACIFICORP, DBA ROCKY MOUNTAIN
POWER,
Defendant.
Pursuant to Rule 225 of the Rules of Procedure of the Idaho Public Utilities Commssion
(the "Commission"), PacifiCorp, dba Rocky Mountain Power ("Rocky Mountain Powet')
hereby requests that XRG-DP-7, XRG-DP-8, XRG-DP-9, and XRG-DP-10, LLCs, (collectively
"XRG") provide responses to the following with supportng documents, where applicable, as
soon as possible, but no later than October 31,2010 (21 days afer ths Request).
Rocky Mountain Power's First Production Request to XRG.1
This production request is to be considered as continuig, and XRG is requested to
provide by way of supplementa responses additional documents that it or any person acting on
its behalf may later obtan that will augment the responses or documents produced.
Please provide one physical copy of your responses to each of the two addresses above,
and electronic copies, if available, to Mr. Moench, Mr. Solanaer, Mr. Lovinger, and
Mr. Kaufman at the addresses noted above. Please begin each response on a separte page and
provide page numbers on responses longer than one page.
For each item, please indicate the name of the person(s) preparng the answers, along
with the job title of such person(s) and the witness at hearng who can sponsor the answer.
Some of the following requests may include disclosures deemed to be confdentiaL.
Counsel for Rocky Mountain Power is wiling to sign any reasonable protective agreement prior
to the due date of these request, and any confdentiality concer should not delay the
responses.
For the purses of these requess, the following words have the following meanings:
1. "Documents" refers to all wrtings and records of every tye in your possession,
control, or custody, whether or. not claimed to be privileged or otherwse excludable from
discovery, including but not limted to: testiony and exhibits, memoranda, papers,
correspondence, letters, report (including draf, preliminar, intermediate, and fial reports),
sureys, analyses, stdies (including economic and market studies), sumares, comparsons,
tabulations, bils, invoices, statements of services rendered, chars, books, pamphlets,
photographs, maps, bulletins, corprate or other minutes, notes, diares, log sheets, ledgers,
transcripts, microfim, microfiche, computer data (including E-mail), computer fies, computer
tapes, computer inputs, computer outputs and printouts, vouchers, accounting statements,
Rocky Mounta Power's First Production Request to XRG.2
budgets, workpapers, engineerng diagrams (including "one-line" diagras), mechancal and
electrcal recordings, telephone and telegraphic communications, speches, and all other records,
wrtten, electrcal, mechanical, or otherwse, and drafts of any of the above. "Documents"
includes copies of documents, where the originals are not in your possession, custody or control.
"Documents" includes every copy of a document which contas handwrtten or other notations
or which otherwse does not duplicate the original or any other copy. "Documents" also
includes any attachments or appendices to any document.
2. "Exergy" means Exergy Development Group-Idaho, LLC (an Idaho limited
liabilty company), Exergy Development Group, LLC (a Montana limited liabilty company),
Exergy Development Group, LLC, Exergy Technology Concepts, LLC, and any afliated
entities owned or controlled by Exergy, any predecessor of Exergy and any afliated entities
owned or controlled by Exergy's predecessor(s).
3. "Identification" and "identif" mean:
When used with respect to a document, stating the natue of the document (e.g., letter,
memorandum, minutes); the date, if any, appearng thereon; the date, if known, on which the
document was prepared; the title of the document; the general subject matter of the document;
the number of pages comprising the document; the identity of each person who wrote, dictated,
or otherwse paricipated in the preparation of the document; the identity of each person who
signed or intiated the document; the identity of each person to whom the document was
addressed; the identity of each person who received the document or reviewed it; the location of
the document; and the identity of each person having possession, custody, or control of the
document.
Rocky Mounta Power's First Production Request to XRG.3
When used with respect to a person, stating his or her full name; his or her most recently
known home and business addresses and telephone numbers; his or her present title and position;
and his or her present and prior connections or associations with any parcipant or par to this
proceeding.
4. "Rocky Mountain Power" refers to PacifiCorp, any afliated company, or any
offcer, director or employee of PacifiCorp, or any afliated company, including Rocky
Mountain Power.
5. "PacifCorp Transmission" refers to the transmission fuction of Rocky
Mounta Power, with which a developer communcates and works with regard to
interconnectig to Rocky Mountain Power's electrc system.
6. "Person" refers to, without limiting the generality of its meanng, every natual
person, corporation, parership, association (whether formally organized or ad hoc), joint
ventue, unt operation, cooperative, municipality, commssion, governenta body or agency, or
any other group or organtion.
7. "Studies" or "study" includes, without limitation, reports, reviews, analyses and
audits.
8. "XRG" means XRG-DP-7, XRG-DP-8, XRG-DP-9, and XRG-DP-IO, LLCs, and
includes any afliated entities owned or controlled by XRG, any predecessor of XRG and any
afliated entities owned or controlled by XRG's predecessr(s).
9. "XRG projects" mean the four wind energy projects contemplated to be
developed by XRG, located near Malta, Idaho.
Rocky Mountain Power's First Production Request to XRG.4
10. The terms "and" and "or" shall be consted either disjunctively or conjunctively
whenever appropriate in order to bring with the scope of these discovery requests any
information or documents which might otherwse be considered to be beyond their scope.
1 1. The singular form of a word shall be interpreted as plural, and the plural form of a
word shall be interpreted as singular, whenever appropriate in order to bring withn the scope of
these discovery requests any information or documents which might otherwse be considered to
be beyond their scope.
PRODUCTION REQUEST NO.1
Please identify all individuals that represented XRG in negotiations with Rocky Mountain Power
for the power purchase agreements (PP As) requested by XRG for the XRG projects in 2009 and
2010. Please describe the role played by each such representative.
PRODUCTION REQUEST NO.2
Refer to Exhibit A to ths Production Request, contaning all wrtten correspondences between
Rocky Mountain Power and XRG between Januar 21, 2009 and July 29, 2010 (the date of
XRG's Complaint) regarding XRG's PPA request for the XRG projects. Does XRG
acknowledge that it either sent or received each of the correspondences contaned therein? If
not, please note any it did not send or receive. Please provide a copy of any correspondence
between XRG and Rocky Mountain Power durng that period that is not already included in
ExhibitA.
PRODUCTION REQUEST NO.3
Please provide copies of all internal communcations, and any other documents or inormation in
XRG's possession or Exergy's possession regarding XRG's requests for PPAs for the XRG
projects.
PRODUCTION REQUEST NO.4
Please provide the name and employer of all persons in each of the following categories with
whom James Carkulis or any other representative(s) of XRG or Exergy discussed the XRG
projects, in wrting or otherwse, since Januar 21, 200~; please provide the time periods of such
communcations.
a. representatives of potential lenders to Exergy or XRG of money to be used to
build the XRG projects
b. representatives of potential owners/investors in the XRG projects
c. representatives of potential builders of the XRG projects
d. representatives of joint ventuers of Exergy or XRG involved in the XRG projects
e. Cassia County permittg authorities
Rocky Mountain Power's First Production RequèSt to XRG.5
PRODUCTION REQUEST NO.5.
Pleas provide copies of all communcations between any representative of XRG or Exergy and
each of the persons listed in Request No.4 concernng the XRG projects, since Januar 21, 2008.
PRODUCTION REQUEST NO.6
Please provide copies of all communcations between any representative of XRG or Exergy and
the Bonneville Power Administration concerng the XRG projects. Does XRG curently have:
(1) rights to interconnect the XRG projects to Bonneville Power Admstrtion's (BPA's)
system; and (2) firm rights to deliver all output from the XRG projects across BPA's system to
PacifiCorp at Brady? Did XRG control such rights on July 29, 2010; March 15, 2010;
November 10, 2009; October 2, 2009; or Januar 2 i, 2009? (Pleas answer separately for each
date).
PRODUCTION REQUEST NO.7
To the extent not already provided in response to Request 3 or Request 5, above, please provide
copies of all communcations between James Carkuis and Exergy or XRG concerng the XRG
projects since Januar 21, 2008.
PRODUCTION REQUEST NO.8
Please provide a copy of all project schedules (scoping, financing, development, etc.) possessed
by Exergy or XRG for the XRG projects, since Janua 21, 2008.
PRODUCTION REQUEST NO.9
For each energy project that Exergy or XRG has developed (in Idaho or elsewhere), please list
the followig:
a.
b.
c.
d.
e.
f.
g.
h.
Size (MW
Motive force (e.g. wid)
Location
Legal status (e.g. QF, Exempt wholesale generator, etc.)
Par(ies) purchasing electrc energy from the facilty
Term ofPPA or other agement to sell the output of the project
Type of agreement (Le., PPA (stadard or non-stadard), asset purchase & sale
agreement (APSA), etc.)
Tranmission provider
Name and title of person executing on behalf ofXRGi.
PRODUCTION REQUEST NO.1 0
For each of the projects listed in the question above, please list the following (indicate date range
if dates are approximate):
a. Date of QF certfication or self-certfication
b. Date of interconnection application
c. Date of fist contact with par purchasing the project output
d. Date Exergy or XRG first requested an agreement to sell the output from the
project
e. Dates of negotiation of the sales agreement
f. Date of execution of the sales agreement
.!'
Rocky Mounta Power's First Production Request to XRG.6
g. Date of execution of the interconnection agreement
h. Date of initial operation
i. Date of commercial operation
PRODUCTION REQUEST NO. i 1
For XRG-DP-7, XRG-DP-8, XRG-DP-9, and XRG-DP-lO, LLCs, please provide a copy of each
entity's Aricles of Incorporation (or Aricles of Organization), bylaws, quality control policies,
delegations of signing authority, credit control policies, and any other document defining or
describing the signing authority of James Carkulis or Peter Richardson, and any limitations
thereto.
PRODUCTION REQUEST NO. 12
Citing the relevant document (and page number) provided in response to Request 11, where
possible, please describe the internal approval process Exergy or XRG undertes before sending
a letter to Rocky Mountan Power binding each XRG project to sell its output for twenty-year.
PRODUCTION REQUEST NO. 13
Please explain whether and how James Carkulis or Peter Richardson had authority to bind each
XRG project to sell its output for twenty-year, prior to March 15, 2010. Please provide any
documentation of such authorization.
PRODUCTION REQUEST NO. 14
Refer to '8 of XRG's Complaint. Please identify the specific interconnection and trmission
issues that XRG understands were raised by Rocky Mounta Power. Please explai how XRG
believes such issues could be surounted. Provide any documents upon which XRG bases its
beliefs.
PRODUCTION REQUEST NO. 15
Refer to '8 ofXRG's Complaint. Please identify the specific expenses XRG and/or Exergy have
incured related to the XRG projects.
PRODUCTION REQUEST NO. 16
Refer to '11 of XRG's Complait. Please identify the specific language XRG relies upon when
it assert that it obligated itself to enter into four draf PPAs for the XRG projects.
PRODUCTION REQUEST NO.1 7.
When and how did XRG first inorm Rocky Mountain Power that it wanted the XRG projects'
online date to be June 201 I?
PRODUCTION REQUEST NO. 18
Refer to '16 of XRG? s Complait. Please identify the specific languge XRG relies upon when
it assert that it committed itself to sell energy and capacity from the .XRG projects to Rocky
Mountai Power prior to March 12, 2010.
Rocky Mounta Power's First Production Request to XRG.7
PRODUCTION REQUEST NO. i 9
Given that there was no wrtten contract to sell energy and capacity from the XRG projects prior
to March 12, 2010, what conditions, if any, apply to the obligation XRG assert it made on or
before March 12, 2010? Was XRG's March 12,2010 expression of obligation contingent on anyof the following? i
a. PacifiCorp Trasmission confrmng that it has available capacity to accept all
output from the XRG projects without major system upgrades;
b. PacifiCorp Tranission's abilty to complete any system upgrades necessar to
accept all output from the XRG projects in time for XRG to achieve the
Scheduled Commercial Operation Date;
c. XRG's abilty to procure tubines and substation equipment in time to achieve the
Scheduled Commercial Operation Date;
d. the amount of Delay Securty requied upon execution of the PP A;
e. the amount of daily Delay Liquidated Damages in the PP A;
f. the cure period for any delay-related default;
g. PacifiCorp's abilty to obtain Network Tranmission Servce for the Net Output
from the XRG projects;
h. PacifiCorp's right to curail Net Output when necessar, to the extent Network
Tranmission service for Net Output is not available;
i. XRG projects' eligibilty for United States Deparent of Energy Grts under
H.R 1; Div. B, §§. 1104, 1603 (The American Recovery and Reinvestment Act
of 2009).
PRODUCTION REQUEST NO. 20
Below are some negotiable terms of a PPA that Rocky Mountan Power considers to be material.
For each term on the list, please identify the language that XRG assert is the correct term of the
legally enforceable obligation it alleges it created prior to March 15,2010. For each term, please
also indicate the first date such term was communcated by XRG to Rocky Mounta Power. For
. each term, please also indicate the first date such term was accepted by Rocky Mountain Power.
a. Commercial Operation Date
b. Form and amount of Delay Securty
c. Amount of Delay Liquidated Damages
d. allocation of costs and responsibilty for forecasting net output from the XRG
projects
e. method of allocatig energy delivered at the Point of Delivery among the four
separate XRG projects
f. method of allocating sttion servce usage by the XRG projects among the four
separate XRG projects
PRODUCTION REQUEST NO. 21
For each item below, please also indicate the first date such was provided by XRG to Rocky
Mounta Power.
a. Project completion schedule
b. Motive Force Plan
c. Proof of ownership of real propert rights sufcient to develop the XRG projects
Rocky Mounta Power's First Production Request to XRG.8
d. Proof of rights to: (1) interconnect to BPA; and (2) deliver net output across BPA
transmission to the Point of Delivery
PRODUCTION REQUEST NO. 22
IfXRG and Rocky Mountain Power never had a meeting of the minds on the terms, above, prior
to March 15,2010, how should the terms, above, be established for a pre-March 15,2010 legally
enforceable obligation?
PRODUCTION REQUEST NO. 23
Has XRG or Exergy contemplated, negotiated, and/or proposed to sell to any entity other than
Rocky Mountain Power (1) output from generation project(s) at the site of the XRG projects or
(2) development rights, including real propert lease(s) and/or fully built project(s), at the site of
the XRG projects? For each such project that XRG has contemplated, negotiated, and/or
proposed, please list the followig:
a. Contemplated purchasing entity
b. Dates and natues of communications, if any, with contemplated purchasing entity
c. Internal communcations ofXRG contemplating such negotiation with purchasing
entity
d. Basis for submitted proposal, if any (e.g. request for proposal, unsolicited, etc.)
e. Size (MW)
f. Location
g. Legal statu (e.g. QF, Exempt wholesale generator, etc.)
h. Term ofPPA or other agreement for the sale of project output
i. Type of agreement (Le., PPA (standard or non-standard), asset purchase & sale
agreement (APSA), etc.)
J. Transmission provider
k. Name and title of person executing on behalf ofXRG
PRODUCTION REQUEST NO. 24
On March 15,2010, did XRG control all of the propert rights necessar to constct and operate
the XRG projects for twenty years, including propert rights to constrct and operate all requied
interconnection facilties, constrction access rights, and ongoing wind leases? Please provide
documentation of such propert rights.
PRODUCTION REQUEST NO. 25
Refer to October 2,2009 e-mail from Bruce Griswold to James Carkuis (Exhbit A-19). Pleas
explain:
a. If, when, and how XRG provided feedback of any kind to Rocky Mountai Power
on the draf PP A. What was that feedback, if any?
b. If, when, and how XRG answered Bruce Griswold's question in the email
whether XRG demanded PP As for alI six XRG projects.
c. If and when XRG consented to pay for interconnection costs and network
upgrdes necessar for Rocky Mountan Power to accept net output from all six
XRG projects.
Rocky Mountain Power's Firt Production Request to XRG. .9
d. If, when, and how XRG informed Rocky Mountain Power that Rocky Mountain
Power's position on network upgrades and avoided costs was wrong and the basis
for any such disagreement by XRG.
Than you for your prompt attention to ths Fir Request for Production.
Sincerely yours,
~~ --
Danel E. Solander
Rocky Mountain Power
Jeffrey S. Lovinger
Kenneth E. Kaufan
Lovinger Kaufmann LLP
Attorneys for Rocky Mountain Power
Rocky Mounta Power's First Production Request to XRG.10
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that, on the 10th day of September, 2010, I served a tre and
correct copy of the foregoing ROCKY MOUNTAIN POWER'S FIRST PRODUCTION
REQUEST TO THE XRG LLCs in Case No. PAC-E- 10-08 on the following named
persons/entities by electronic mail:
Jean Jewell
Commission Secretar
Idaho Public Utilties Commission
472 W Washington
Boise, ID 83702
jean. jeweiicmpuc.idaho.gov
(UPS Overnight Delivery)
Peter J. Richardson
Richardson & O'Lear, PLLC
515 N. 27th Street
PO Box 7218
Boise, ID 83702
peter~chardsonandolear.com
(UPS Overnight Delivery)
Mark C. Moench
Rocky Mountain Power
201 South Main Street, Suite 2300
Salt Lake City, UT 841 I I
mark.moenchcmpacificorp.com
(uS Overnight Delivery)
Gregory M. Adams
Richardson & O'Lear, PLLC
515 N. 27th Street
PO Box 7218
Boise, ID 83702
greg~chardsonandolear.com
(UPS Overnight Delivery)
.
Danel E. Solander
Rocky Mountan Power
201 South Main Street, Suite 2300
Salt Lae City, UT 841 I 1
danel.solandercæpacificorp.com
(UPS Overnight Delivery)
DATED this 10th day of September, 2010.
LOVINGER KAUFMANN LLP
~~
Attorney for Rocky Mountan Power
RECE1\/E
lBUl SE? 16 Art 9: 54
lDl\I""'lt.)
UTILITIES
Case No. PAC-E-1O-08
XRG-DP-7, XRG-DP-8, XRG-DP-9,
XRG-DP-I0, LLCs,
Complainant,
v.
)
)
)
) EXHIBIT A TO ROCKY MOUNTAI
) POWER'S FIRST PRODUCTION
) REQUEST TO THE XRG LLCs
)
)
)
)
PACIFICORP, DBA ROCKY MOUNTAI
POWER,
Defendant.
Written correspondence from between January 21, 2009 and Jul 28, 2010 between
XRG-DP-7, LLC, XRG-DP-8, LLC, XRG-DP-9, LLC, and XRG-DP-IO, LLC
(collectiely "XRG") and PacifCorp Commercial & Trading ("PacifCorp C&T")
regarding the XRG wid projects.
Exhibit A-l
ExhibitA-2
ExhibitA-3
Exhibit A-4
ExhibitA-5
ExhibitA-6
ExhibitA-7
Exhibit A-8
ExhibitA-9
Exhibit A-l 0
Exhibit A-ll
ExhibitA-12
Exhibit A-13
Exhibit A-14
ExhibitA-15
ExhibitA-16
Exhibit A-17
ExhibitA-18
ExhibitA-19
Exhibit A-20
ExhibitA-21
Exhibit A-22
January 21,2009 email with attached letter from Peter Richardson, attorney
forXRG.
January 21,2009 email with attached letter from Peter Richardson.
January 21,2009 email with attached letter from Peter Richardson.
January 21,2009 email with attached letter from Peter Richardson.
January 22, 2009 email from Peter Richardson.
January 22, 2009 email with attachments from Colln Rudeen, Lead Project
Engineer, Exergy Technology Concepts.
January 23 to February 17, 2009 email exchange between James Carkulis,
Manager ofXRG, Colln Rudeen, and Bruce Griswold, Director of Short-Term
Origination and QF Contracts, PacifiCorp C&T.
February 25, 2009 email exchange between James Carkulis and Bruce
Griswold.
March 23, 2009 email from Bruce Griswold.
April 1, 2009 email from James Carkulis.
April 1, 2009 email from Bruce Griswold.
April 17, 2009 email from James Carkulis.
April 17 to April 18, 2009 email exchange between James Carkulis and Bruce
Griswold.
May 11, 2009 email from James Carkulis.
May 11, 2009 email with attachments including draft power purchase
agreement from Bruce Griswold.
May 12, 2009 email from James Carkulis.
July 6, 2009 email from James Carkulis.
September 18, 2009 email from James Carkulis.
October 2, 2009 email with attachments including draft power purchase
agreement from Bruce Griswold.
October 5, 2009 email from James Carkulis.
October 5 to October 13, 2009 email exchange between James Carkulis and
Bruce Griswold.
October 27 to November 9,2009 email exchange between Bruce Griswold and
Exhibit A-23
Exhibit A-24
Exhibit A-25
James Carkulis.
March 11,2010 email from James Carkulis.
March 12,2010 email with attachment from Peter Richardson.
April 13, 2010 letter from Ken Kaufmann, attorney for Rocky Mountain Power.
Case: PAC-E-10-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT Å-l
January 21,2009 email with attached letter from Peter Richardson, attorney for
XRG.
Griswold, Bruce (Mkt Function)
From:
Sent:
To:
Subject:
Peter Richardson (peter(grichardsonandoleary.com)
Wednesday, January 21, 2009 2:59 PM
Griswold, Bruce tMkt FunctionJ; Younie, John
FW: Jack Ranch Wind Park, LLC
Attachments:Document.pdf
m
Document.pdf (3
MB)Bruce and John:
I hope you had nice holidays. Now it is back to work. Attached please
find a request for a QF contract for the 78 MW Jack Ranch Wind Park,
LLC. Ths is a larger that 30 average monthy MW project that will need
for you to ru the IR methodology. Please give me a calI if you have
any questions. Also, I will have a couple more for you today.
Thans, -Pete
Peter Richardson
Richardson & O'Lear
515 N. 27th Street
Boise, Idaho 83702
[phone]
-----Orgial Message-----
From: PETERWUCHASONANOLEARY.COM
(mailto:peter(Ðchardsonandolear.com L
Sent: Wednesday, Januar 21, 2009 3 :22 PM
To: Peter Richardson
Subject: Jack Ranch Wind Park, LLC
RJCiTAJlÐ$ON' &Q~y, PlL
ATTORNEYS AT LAW
Peter Richardson
Td: 208-938-7901 Fax, 208.938.7904
pc rerti rie hard S 0 naA dol cary. com
P.O. Bolt 7218 Bois.. ID 83707 - 515 N. 27th Sr. Bois., il 83702
Bruce Griswold
John Younie
825 NW Multnomah
Portland, Oregon 97232
Via overnght delivery
Januar 21,2009
Re: PUR A Contrct for Jack Ranch Wind Park, LLC
Dear Bruce and John:
Please consider ths formal request for an Idaho jursdictional non~standardrate twenty
year QF agreement with non~leveliz rates. The project wil produce more than 30
average monthy MW and should therefore qualify for the Idaho pues approved rate
methodology using the Company's IRP.
Thefirst operation date is December 31,2010.
The project is located in Twin Falls County, Idaho. Estimated production data and a
legal description of the projects 10cation are attched for your review. Also attached is a
copy of the FERC Notice of Self Certcation for this project, which together with the
map and production data should be suffcient for you to provide my client with a power
purchase agrement. Because the project will be interconnect with Idaho Power facilities
and deliver to your Brady Substation in Souter Idaho, there is no need for us to engage
Rocky Mountain Power for an interconnection agreement.
Than you for your prompt response and please give me a cal if you have any questions.
Sincerely: h .;.-). .lJ./'I/ (1
;í /¿)Y(.I líi(/ft(L'y!S2-t/--.
Pete Richardson
Attorney for Jack Ranch Wind Park, LLC
Land Description: Jack Ranch Wind Park,
LLC - Hills
Twin Falls CountYJ Idaho - Township 145, Range 16E
Section 26
Section 29
Section 32
Section 33
Section 34
Twin Falls County, Idaho ~ Township 15S, Range 16E
Secti.on 3
Section 4
Section 5
Section 8
Section 9
Section 10
Section 14
Section 15
Section 17
Section 20
Section 21
Section 22
Section 23
Section 27
Section 28
Section 29
Section 33
Hour
):
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Fonn Approved
OMB Control No. 1902-0075
Expires 7/3112009
FERC Form No. 556
18C.F.R. § 131.80
CERTIFICATION OF QUALIFYIG FACILITY STATUS FOR AN EXISTING OR A
PROPOSED SMAL POWER PRODUCTION OR COGENERATION FACILITY
INFORMTION ABOUT COMPLIACE
Compliance with the information collection requirements established by the FERC Form No. 556 isrequired to obtain and maintain status as a qualirying facilty. See 18 C.F.R. § 131.80 and Part 292.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection öf
information unless it displays a currently valid OMB control number.
SUBMITTIG COMMNTS ON PUBLIC REPORTING BUREN
The estimated burden for completing FERC Form No. 556, including gathering and reporting
information, is 4 hours för self-certifications and 38 hours for applications for Commission
certification. Send comments regarding this burden estimate or any aspect of this collection of
information, including suggestions for reducing this burden, to the following: Michael Miler, Ofce
of the Executive Director (ED-34), Federal Energy Regulatory Commission, 888 First Stret NE.,
Washington, DC 20426; and Desk Offcer for FERC, Offce of Information and Regulatory Affairs,
Offce of Management and Budget, Washington, DC 20503 (oirá_submission~omb.eop.göv).
Include the Control No. 1902-0075 in any correspondence. . .
GENERA INSTRUCTIONS
Complete this form by replacing bold text below with responses to each item, as required.
PART A: GENERA INORMTION TO BE SUBMIITD BY ALL APPLICANTS
lao Full name of applicant: (Note: Applicant is the legal entity submittngthis fonn, not the
individual employee making the filing. Generally, the Applicant wil be a company, corporation or
organization, unless the facility is owned directly by an individual or individuals.)
Jack Ranch Wind Park, LLC
Docket Number assigned to the immediately precedig submittal filed with the
Commission in connection with the instant facilty, if any:
None
Purpose of instant fiing (self-certification or self-recertification (18 C.F.R. §
292.207( a)(l )), or application for Commission certification or recertification (18 C.F .R.
§§ 292.207(b) and (d)(2))):
Self-certcation
FERC Form No. 556 Page 2 of 10
lb. Full address of applicant:
Jack Ranch Wind Park, LLC
clo Richardson & O'Leary, PLC
515 N. 27th St.
Boise, Idaho 83702
Att: Peter Richardson
Jack Ranch Wind Park, LLC
clo Exerg Development Gr(mp of Idaho, LLC
802 W Bannock, Ste 1200
Boise, il 83702
Att: James Carkulis
lc. Indicate the owner(s) of the facilty (including the percentage of ownership held by
any electric utility or electrc utiity holding company, or by arypersons owned by
either) and the operator of the faciljty.
Jack Ranch Wind Park, LLC is wholly owned by Exergy Development Group
of Idaho, LLC. Exergy Development Group, LLC is not an electric utility or
electric utilty holding company and is not owned by either. The percentage
ownership held by the direct owner that is an electric utilty or electric utility
holding company, is zero.
Jack Ranch Wind Park, LLC wil be the operator of the facility
Additionally, state whether or not any of the non-electric utilty owners or their upstream
owners are engaged in the generation or sale of electrc power, or have any ownership or
operatig interest in any electrc facilties other than qualifying facilties.
Other than owning and operating other qualfying facilties the owner of Jack
Ranch Wind Park, LLC is not engaged in the generation or sale of electric
power.
In order to faciltate review of the application, the applicant may also provide an
ownership char identifying the upstream ownership of the facilty. Such chart should
indicate ownership percentages where appropriate.
1 d. Signature of authorized individual evidencing accuracy and authenticity of
infonnation provided by applicant: (Note: A signature on a filing shaH constitute a certificate that
(i) the signer has read the filing and knows its contents; (2) the contents are tre as stated, to the best
FERC Form No. 556 Page 3 oflO
knowledge and belief of the signer; and (3) the signer possesses full power and authority to sign the fiing.
A person submitting a self-certification electronically via eFiling may use typed characters representing
their name toshow that the person has signed the document. See 18 C.F.R. § 385.2005.)
James T.Carkulis
2. Person to whom communcations regardig the filed inormation may be addressed:
Name: PeterRichardson
Title: General Counsel
Telephone number: (208) 938~ 7901
Mailng address: 515 N. 27th St., Boise, Idaho 83702
3a. Location of facilty to be certified:
State: Idaho
County: Twin Falls
City or town: Rogerson
Street address (ifknown): N/A
3b. Indicate the electrc utilties that are contemplated to transact with the qualifying
facilty (ifknown) and describe the services those electrc-utilties are expected to
provide:
Idaho Power Company possible purchaser
Idaho Power Company possible transmission entity
Avista Utilties possible purchaser
Rocky Mountain Power possible purchaser
Indicate utilties interconnecting with the facility and/or providing wheeling service (18
C.F.R. §§ 292.303(c) and (d)):
Idaho Power Company
Indicate utilities purchasing the useful electric power output (18 C.F.R. §§ 292.l01(b)(2),
292.202(g) and 292.303(a)):
FERCFormNo.556 Page 4 oflO
Idaho Power Company
Avista Utilities
Indicate utilties providing supplementar power, backup power, maintenance power,
and/or interrptible power service (18 C.F.R. §§ 292. 10 1 (b)(3), (b)(8),292.303(b) and292.305(b)J :
Idaho Power Company
4a. Descrbe the principal components of the facilty including boilers, prime movers and
electrc genertors, and explain their operation. Include transmission lines, transformers
and switchyard equipment, if included as part of the facilty.
The facili shall consist of approximately fort-four Vestas V90 turbines,
which have nameplate capacit of 1.8 MW each.
4b. Indìcate the maximum gross and maximum net electrc power production capacity of
the facilty at the point(s) of delivery and show the derivation. (Note: Ma.''íimum gross output
is the maximum amount of power that the facilty is able to produce, measured at the tenninals of the
generator(s). Maximum net output is maximum gross output minus (1) any auxiliar load for devices that
are necessa and integrl to the power production process (fans, pumps, etc.), and (2) any losses incurred
from the generator(s) to the point of delivery. If any electrc power is consumed at the location of the QF
(or therml host) for purposes not related to the power production process, such power should not be
subtrcted from gross output for purposes. of reporting maximum net output here. J
Gross output: 78 MW
Net output: 78 MW
Derivation (assumptions about losses, auxilary load or lack thereof, and calculation of
gross and net output):
No losses or auxilary load.
4c. Indicate the actual or expected installation and operation dates of the facilty, or the
actual or expected date of completion of the reported modification to the facilty:
June, 2011
4d. Describe the priar energy input (e.g., hydro, coal, oil (18 C.F .R. § 292.202(1)),
natural gas (18 C.F.R. § 292.202(k)J, solar, geothermal, wind, waste, biomass (18 C.F.R.
§ 292.202(a)J, or other). For a waste energy input that does not fall within one of the
FERC Form No. 556 Page 5 of 10
categories on the Commission's list of previously approved wastes, demonstrate that such
energy input bas little or no current commercial value and that it exists in the absence of
the qualifying facility industr (18 C.F.R § 292.202(b)).
Wind
5. Provide the average annual hourly energy input in terms of Btu for the following fossil
fuel energy inputs, and provide the related percentage òfthe total average anual hourly
energy input to the facilty f18 C.F.R § 292.2020)). For any oil or natural gas fuel, use
lower heating value (18 C.F.R § 292.202(m)):
Natural gas: None
Oil: None
Coal (applicable only to a small power production facilty): None
6. Discuss any paricular cnarcteristic of the facilty which the cogenerator or small
power producer believes might bear on its. qualifyng status.
None
PART B: DESCRITION OF THE SMAL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applicants seeking certification as a small power
production facilty. Applicants for certification as a cogeneration facilty may delete Items 7 and 8
from their application. or enter "N/A" at both items.
7. Describe how fossil fuel use wil not exceed 25 percent of the total anual energy input
limit (18 C.F.R §§ 292.2020) and 292.204(b)). Also, describe how the use of fossil fuel
wil be limited to the following puroses to conform to Federal Power Act section
3(l7)(B): ignition, star-up, testing, flame stabilzation, control use, and minimal amounts
of fuel required to alleviate or prevent unanticipated equipment outages and emergencies
directly afecting the public.
N/A
8. If the facility reported herein is not an eligible solar, wind, waste or geothermal
facilty, and if any other non-eligible facilty located within one mile of the instant
facility is owned by any of the entities (or their affliates) reported in Part A at item 1 c
above and uses the same priar energy input, provide the following information about
the other facilty for the purpose of demonstrating that the total of the power production
FERC Form No. 556 Page 6 of 10
capacities of these facilities does not exceed 80 MW (18 C.F.R § 292.204(a)J: (See
definition of an "eligible facility" below. Note that an "eligible facility" is a specific tye of small powerproduction facilty that is eligible fOr special treatment under the Wind, Waste and Geothermal Power
Production Incentives Act of 1990, as subsequently amended in i 991, and should not be confused with
facilties that are generally eligible for QF status.).
Facilty nare, if any (as reported to the Commission):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
Common primar energy source used as energy input:
N/A
Power production capacity (MW):
N/A
An eligible solar, wind, waste or geothermal facilty, as defined in Section 3(l7)(E) of the
Federal Power Act, is a small power production facilty that produces electric energy
solely by the use, as a priar energy input, of solar, wind, waste or geothermal
resources, for which either an application for Commission certification of qualifYing
status (18 C.F.R § 292.207(b)J or a notice of self-certification of qualifYing status (18
C.F.R § 292.207(a)J was submitted to the Commission not later than December 31, 1994,
and fòr which constrction of such facilty commences not later than December 31, 1999,
or if not, reasonable dilgence is exercised toward the completion of such facilty, taking
into account all factors relevant to construction of the facilty.
PART C: DESCRITION OF TH COGENERATION FACILITY
Items 9 throug i 5 only need to be answered by applicants seeking certification as a cogener-tion
facilty. Applicants for certification as a small power production facility may delete Items 9 thrugh
15 from their application, or enter "N/A" at each item.
9. Describe the cogeneration system (18 C.F.R §§ 292.202(c) and 292.203(b)J, and state
FERC Form No. 556 Page 7 of 10
whether the facilty is a topping-cycle (18 C.F.R § 292.202(d)) or bottoming-cycle (18
C.F.R § 292.202(e)) cogeneration facilty.
N/A
10. To demonstrate the sequentiality of the cogeneration process (18 C.F.R § 292.202(s))
and to support compliance with other requirements such as the operating and effciency
standards (Item 11 below), provide a mass and heat balance (cycle) diagram depicting
average annual hourly operating conditions. Also, provide:
Using lower heating value (18 C.F.R § 292.202(m)1. all fuel flow inputs in Btu/hr.,
separately indicating fossil fuel inputs for any supplementar firing in Btu. (18 C.F.R §
292.202(f)):
N/A
Average net electric output (kW or MW) (18 C.F.R § 292.202(g)):
N/A
Average net mechanical output in horsepower (18 C.F.R § 292.202(g)):
N/A
Number of hours of operation used to determine the average annual hourly facilty inputs
and outputs:
N/A
Working fluid (e.g., steam) flow conditions at inputand output of prime mover(s) and at
delivery to and retur from each useful thermal application, includig flow rates
(lbs./h.), temperature (deg. F), pressure (psia), and enthalpy (Btu/lb.):
N/A
11. Compute the operating value (applicable to a topping-cycle facilty under 18 C.F.R §
292.205(a)(1)) and the effciency value (18 C.F.R §§ 292.205(a)(2) and (b)J, based on the
information provided in and corresponding to item i 0, as follows:
Pt = Average anual hourly usefu thermal energy output
Pe = Average annual hourly electrical output
Pm = Average annual hourly mechanical output
FERC Form No. 556 Page 8 of 10
Pi = Average annual hourly energy input(natual gas or oil)
Ps = Average annual hourly energy input for supplementar firing (natural gas or oil)
Operating standard = 5% or more
Operating value = Pt / ( Pt + Pe + Pm )
N/A
Effciency standad applicable to natural gas and oil fuel used in a topping-cycle facîJty:
= 45% or more when operating value is less than 15%, or 42.5% or more when operating
value is equal to or greater th 15%.
Efficiency value = ( Pe + Pm + 0.5Pt ) /(Pi + Ps)
N/A
Efficiency standard applicable to natual gas and oil fuel used for supplementary firg
component of a bottoming-cycle facilty:
=45% or more
Effciency value = ( Pe + Pm ) / Ps
N/A
FOR TOPPING-CYCLE COGENERATION FACILITIES
Items 12 and 13 only need to be answered by applicants seeking certification as a topping-eycle
cogeneration facilit. Applicants for certification as a small power production facilty or bottoming-
cycle cogeneration facility may delete Items 12 and 13 from their application, or enter "N/ A" at each
item.
12. Identify the entity (i.e., thermal host) which will purchase the useful thennal energy
output from the facilty (18 C.F.R § 292.202(h)). Indicate whether the entity uses such
output for the purpose of space and water heating, space cooling, and/or process use.
N/A
13. In connection with the requirement that the thermal energy output be useful (18 C.F.R
§ 292.202(h)):
FERC Form No. 556 Page 9 oflO
F or process uses by eommercial or Industnal host( s), describe each process (or group of
simlar processes using the same quality of steam) and provide the average annual hourly
thermal energy made available to the process, less process retur. For a complex system,
where the prImar steam header at the host-side is divided into varous sub-uses, each
having different pressure and temperatue characteristics, describe the processes
associated with each sub-use and provide the average annual hourly thermal energy
delivered to each sub-use, less process return from such sub-use. Provide a diagram
showing the main steam header and the sub-uses with other relevant information such as
the average header pressure (psia); the temperatue (deg.F), the enthalpy (Btu/lb.), and
the flow (lb./h.), both in and out of each sub-use. For space and water heating, desçribe
the tye of heatig involved (e.g., office space heating, domestic water heating) and
provide the average annual hourly thermal energy delivered and used for such purose.
F or space cooling, descnbe the type of cooling involved (e.g., offce space cooling) and
provide the average annual hourly thermal energy used by the chiler.
N/A
FOR BOTTOMING-CYCLE FACILITIES
Item 14 only needs to be answered by applicants seeking certfication as a bottoming-cycle
cogeneration facility. Applicants for certification asa small power production facility or topping-
cycle cogeneration facilty may delete Item 14 from their application, or enter "Nt A."
14. Provide a description of the commercial or industrial process or other thermal
application to which the energy input to the system is first applied and from which the
reject heat is then used for electrc power production. .
N/A
FOR NEW COGENERATIONF ACILITIES
Response to Item 15 is only required for certain applicants for qualified cogeneration facility status,
as described below. Applicants for small power production facilties or for cogeneration facilities not
meeting the criteria outlined below may delete Item 15 from their application, or enter "NtA." In
addition, per 18 C.F.R. § 292.205(d)(4) all cogeneration facilties 5 MW and smaller are presumed to
comply with the requirements of I 8 C.F.R. § 292.205(d)(1) and (dX2), and therefore need not
respond to Item is. For those applicants required to respond to Item 15, see 18 C.F.R. § 292.205(d)
and Order No. 671 for more infonnation on making the demonstrations requird in Item 15.
15. For any cogeneration facilty that had not filed a notice of self-certification or an
application for Commission certification under 18 C.F.R. § 292.207 prior to Februar 2,
2006, also show:
FERC Form No. 556 Page 10 oflO
(i) The thermal energy output of the cogeneration facilty is used in a productive and
beneficial maner (18 C.F.R §§ 292.205(d)(I), (d)(4) and (d)(5)); and
(ii) The electrical, thennl,chemicaland mechanical output of the cogeneration facility is
used fudamentally for industrial, commercial; residential or institutional purposes and is
not intended fundamentally for sale to an electric utility, taking into account
technological, efficiency, economic, and variable thermal energy requirements, as well as
state laws applicable to sales of electc energy from a qualifYing facility to its host
facility (18 C.F.R §§ 292.205(d)(2), (d)(3) and (d)(4)).
N/A
Case: PAC-E-I0-08
Exhbit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-2
January 21,2009 email wìth attached letter from Peter Rìchardson.
Griswold, Bruce (Mkt Function)
From:
Sent:
To:
Subject:
Peter Richardson rpeter(trichardsonandoleary.com)
Wednesday, January 21,20093:00 PM
Griswold, Bruce ~Mkt FunctionJ; Younie, John
FW: JR1, LLC
Attachments:Document.pdf
m
Document.pdf (3
MB)Ths is another request for a QF contract of78 MW for the JRl, LLC wind
project. Agai you wil have to ru your IR model to arve at a rate.
Please feel free to give me a calI if you have any questions. -Pete
Peter Richardson
Richardson & O'lear
515 N. 27th Street
Boise, Idaho 83702
[phone]
-----Orgial Message-----
From: PETER(ÐRICHARSONANDOLEARY.COM
(mailto:peter(Ðchardsomindolear.com J
Sent: Wedesday, Januar 21,20093:39 PM
To: Peter Richadson
Subject: JRl, LLC
roCFI".MSQN & Q.!LY, pu.
ATTORNEYS AT LAW
Peter Richardson
Tel: 20S.938.ì901 J'u: 208-9311-ì904
pere rlí ric bard so n andoJ eary. com
P.O. Box 721 S Boise. lD 83707 . 5J 5 N. 27th St. Bois..!D 83702
Janua 21,2009
Bruce Griswold
John Younie
825 NW Multnomah
Portland, Oregon 97232
Via overnght delivery
Re: PUR A Contract for JRl, LLC
Dear Bruce and John:
Please consider this formal request for an Idaho jursdictional non-standad rate twenty
year QF agreement with non-Ievelized rates. The project wil produce more than 30
average monthy MW and should therefore qualify for the Idao PUC's approved rate
methodology using the Company's IRP.
The first operation date is December 31,2010.
The project is located in Twin Falls County, Idaho. Estimated production data and a
location map is atthed for your review. Also attached is a copy of the FERC Notice of
Self Certfication for ths project, which together with the map and production data
should be suffcient for you to provide my client with a power purchase agreement.
Because the project wil be interconnect with Idaho Power facilties and deliver to your
Brady Substation in Southern Idaho, there is no need for us to engage Rocky Mountai
Power for an interconnection agreement.
Than you for your prompt response and please give me a call if you have any questions.
Sin~erely: ,n, ."l ) J' J' 1/ ll'.,.. . i 1.1..,., /,,/'.'
, .0.. l 1./ l'l¿, .ll..... ..:~,. ..--" v.L.,~. '. _ . - - . I.L.t..c... . ..t-' ... ~
Pete Richardson
Attorney for JRl, LLC
Land Description: JR1J LLC - Flats
Twin Falls County,ldaho - Township 145, Range 15E
Sectionl
Section 11
Section 12
Section 13
Section 14
Section 15
Section 16
Section 21
Section 22
Section 23
Section 24
Section 25
Section 26
Section 27
Section 28
Section 35
Twin Falls County,ldaho ~ Township 145J Range 16E
Section 7
Section 8
Section 17
Section 18
Section 19
Section 20
Section 30
Fonn Approved
OMB Control No. ) 902-0075
Expires 7/3)12009
FERC Form No. 556
18 C.F.R. § 131.80
CERTIFICATION OF QUALIFYING FACILITY STATUS FOR AN EXSTING OR A
PROPOSED SMAL POWER PRODUCTION OR COGENERATION FACILITY
INFORMTION ABOUT COMPLIANCE
Compliance with the information collection requirements estblished by the FERC Form No. 556 is
required to obtain and maintain status as a qualifying facility. See 18 C.F.R. § 13 i .80 and Part 292.
An agency may not conduct or sponsor, and a person is not required to respond to. a collection of
information unless it displays a currently valid OMB control number.
SUBMITTING COMMNTS ON PUBLIC REPORTIG BUREN
The estimated burden for completig FERC Form No. 556, including gathenng and reporting
information, is 4 hours for self-eertifcations and 38 hours for applications for Commission
certification. Send comments regarding this burden estimate or any aspect of this collection of
infonnation, including suggestions for reducing this burden, to the following: Michael Miler, Offce
of the Executive Director (ED-34), Federal Energy Regulatory Commission, 888 First Street NE.,
Washington, DC 20426; and Desk Ofcer for FERC, Offce of Information. and Regulatory Affairs,
Offce of Management and Budget, Washington, DC 20503 (oira_submission(gomb.eop.gov).
Include the Control No. 1902-0015 in any corrspndence.
GENERA INSTRUCTIONS
Complete this form by replacing bold text below with responses to each item, as required.
PART A: GENERA INFORMTION TO BE SUBMIITED BY ALL APPLICANTS
1 a.Full name of applicant: (Note: Applicant is the legal entity submitting this form, not the
individual employee making the fiing. Generally, the Applicant wil be a company, corporation or
organization, unless the facility is owned directly by an individual or individuals.)
JR-l, LLC
Docket Number assigned to the immediately preceding submittal fied with the
Commission in connection with the intant facility, if any:
None
Purose of instnt filing (self-certification or seU:recertfication (18 CF .R. §
292.207 (a)(l )), or application for Commission certification or recertification (i 8 C.F. R.
§§ 292.207(b) and (d)(2))):
Self-certfication
FERC Form No. 556 Page 2 of 10
1 b. Full address of applicant: .
JR-l, LLC
clo Richardson & O'Leary, PLC
515 N. 27th St.
Boise, Idaho 83702
Attn: Peter Richardson
JR..1, LLC
clo Exergy Development Group of Idaho,LLC
802 W Bannock, Ste 1200
Boise, ID 83702
Attn: James Carkuls
lc. Indicate the owner(s) of the facilty (including the percentage of ownership held by
any electrc utilty or electric utilty holding company, or by any persons owned by
either) and the operator of the facilty.
JR-l, LLC is wholly owned by Exergy Development Group of Idaho, LLC.
Exergy Development Group, LLC is not an electric utility or electrc utilty
holding company and is not owned by either. The percentage ownership held
by the direct owner that is an electric utility or electric utility holding
company, is zero.
JR-I, LLC wil be the operator of the facilty
Additionally, state whether or not any of the non-electrc utilty owners or their upstream
owners are engaged in the generation or sale of electrc power, or have any ownership or
operating interest in any electrc facilties other than qualifying facilties.
Other than owning and operating other qualifying facilties the owner of JR-
1, LLC is not engaged in the generation or sale of electric power.
In order to facilitate review of the application, the applicant may also provide an
ownèrship char identifying the upstream ownership of the facilty. Such chart should
indicate ownership percentages where appropriate.
ld. Signature of authorized individual evidencing accuracy and authenticity of
information provided by applicant: (Note: A signatue on a fiing shall constitute a certificate that
(i) the signer has read the filing and knows its contents; (2) the contents are true as stated, to the best
knowledge and belief of the signer; and (3) the signer possesses full power and authority to sign the filing.
FERC Form No. 556 Page 3 of 10
A person submitting a self-certification electronically via eFiJng may use typed characters representing
their name to show that the person has signed the document. See 18 C.F.R. § 385.2005.)
James T. Carkulis
2. Person to whom communcations regarding the filed information may be addressed:
Name: Peter Richardson
Title: General Counsel
Telephone number: [phone]
Mailng address: 515 N. 27tb St., Boise, Idaho 83702
3a. Location of facilty to be certfied:
State: Idaho
County: Twin Falls
City or town: Rogerson
Street address (ifknown): N/A
3b. Indicate the electric utities that are contemplated to transact "vith the qualifyng
facility (if known) and describe the serices those electric utilities are expected to
provide:
Idaho Power Company possible purchaser
Idaho Power Company possible transmission entity
Avista Utilties possible purchaser
Rocky Mountain Power possible purchaser
Indicate utilities interconnecting with the facilty and/or providing wheeling service (18
C.F.R. §§ 292.3 03 (c) and (d)):
Idaho Power Company
Indicate utilities purchasing the useful electrc power output (18 C.F.R. §§ 292.101(b)(2),
292.202(g) and 292.303(a)):
FERC Form No. 556 Page 4 of 10
Idaho Power Company
Avista Utilities
Indicate utilties providing supplementar power, backup power, maintenance power,
and/or interrptible power service (iS C.F.R. §§ 292. 10 1 (b)(3), (b)(S), 292.303(b) and
292.305(b)):
Idaho Power Company
4a. Describe the principal components of the facilty including boilers, prime movers and
electrc generators, and explain their operation. Include transmission lines, transformers
and switchyard equipment, if included as part of the facility.
The facilty shall consist of approximately fort-four Vestas V90 turbines,
which have nameplate capacity of 1.8 MW each.
4b. Indicate the maximum gross and maximum net electrc power production capac.ity of
the facilty at the point(s) of delivery and show the derivation. (Note: Maximum gross outut
is the maximutn amount of power that the facility is able to produce, measured at the terminals of the
generator(s); Maximum net output is maximum gross output minus.(l)any auxilar load for devices that
are necessar and integral to the power production process (fans, pumps, etc.), and (2) any losses incurred
from the generator(s) to the point of delivery. Ifany electric power is consumed at the location of the QF
(or thermal host) for purposes not related to the power production process, such power should not be
subtracted from gross output for purposes of reporting maximum net output here.)
Gross output: 78 MW
Net output: 78 MW
Derivation (assumptions about losses, auxilary load or lack thereof, and calculation of
gross and net output):
No losses or auxilary load.
4c. Indicate the actual or expected installation and operation dates of the facilty, or the
actual or expected date of completion of the reported modification to the facilty:
June, 2011
4d.Describe the primar energy input (e.g., hydro, coal, oil (iS C.F.R. § 292.202(1)),
natural gas (is C.F.R. § 292.202(k)),solar, geothermal, wind, waste, biomass (iS C.F.R
§ 292.202(a)), or other). For a waste energy input that does not fall within one of the
categories on the Commission's list of previously approved wastes, demonstrate that such
FERC Form No. 556 Page 5 of 10
energy input has little or no curent commercial value and that it exists in the absence of
the qualifing facility industr (18 C.F.R § 292.202(b)).
Wind
5. Provide the average annual hourly energy input in terms of Btu for the following fossil
fuel energy inputs, and provide the related percentage of the tota average annual hourly
energy input to the facilty (18 C.F.R § 292.2020)). For any oil or natural gas fuel, use
lower heatig value (18 C.F.R § 292.202(m)J:
Natual gas: None
Oil: None
Coal (applicable only to a small power production facilty): None
6. Discuss any particular charcteristic of the facilty which the cogenerator orsmall
power producer believes might bear on its qualifýing status.
None
PARTB: DESCRIPTION OF THE SMALL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applicants seeking certification as a small power
production facilit. Applicants for certification as a cogeneration facility may delete Items 7 and 8
from their application, or enter "N/A" at both items.
7. Describe how fossil fuel use will not exceed 25 percent of the total annual energy input
limit (18 eF.R §§ 292.202(j) and 292.204(b)). Also, describe how the use of fossil fuel
wil be limited to the following purposes to conform to Federal Power Act section
3(17)(B): ignition, sta-up, testing, flame stabilzation, control use, and minimal amounts
of fuel required to alleviate or prevent unanticipated equipment outages and emergencies
directly affecting the public.
N/A
8. If the facility reported herein is not an eligible solar, wind, waste or geothermal
facilty, and if any other non-eligible faciHty located within one mile of the Instant
facilty is owned by any of the entities (or their affIliates) reported in Par A at item Ic
above and uses the same primar energy input, provide the following information about
the other facilty for the purpose of demonstrating that the total of the power production
capacities of these fàcilities does not exceed 80 MW (18 C.F.R § 292.204(a)): (See
PERC Form No. 556 Page 6 oflO
definition of an "eligible facility" below. Note that an .'eligible facilty" is a specific tye of small power
production facility that is eligible for special treatment under the Wind, Waste and Geothennal Power
Production lncentive-s Act of 1990, as subsequently amended in 199 i, and should not be confused with
facilties that are generally eligible for QF status.)
Facilty name, if any (as reported to the Commission):
NJA
Commission Docket Number:
N/A
Name of common owner:
N/A
Common primar energy source used as energy input:
N/A
Power production capacity (MW:
N/A
An eligible solar, wind, waste or geothermal facilty, as defmed in Section 3(l7)(E) of the
Federal Power Act~ is a small power production facilty that produces electrc energy
solely by the use, as a primar energy input, of solar, wind, waste or geothermal
resources, for which either an application for Commission certification of qualifying
status (i 8 C.F.R § 292.207(b)J or a notice of self-certification of qualifying status (18
C.F.R § 292.207(a)) was submitted to the Commission not later than December 3 I, 1994,
and for which constrction of such facility commences not later than December 31, 1999,
or if not, reasonable dilgence is exercised toward the completion of such facilty, taking
into account all factors relevant to construction of the facilty.
PART C: DESCRITION OF THE COGENERATION FACILITY
Items 9 through 15 only need to be answered by applicants seeking certification as a cogeneration
facility. Applicants for certification as a small power production facility may delete Items 9 through
15 from their application, or enter "NI A" at each item.
9. Describe the cogeneration system (18 C.F.R §§ 292.202(c) and 292.203(b)J~ and state
whether the facilty is a topping-cycle (18 C.F.R § 292.202( d)) or bottoming-cycle (18
FERC Form No. 556 Page 7 of 10
C.F.R § 292.202(e)1 cogeneration facility.
N/A
10. To demonstrate the sequentiality of the cogeneration process (18 C.F.R § 292.202(s))
and to support compliance with other requiements such as the operating and efficiency
standards (Item 11 below), provide a mass and heat balance (cycle) diagram depicting
average annual hourly operating conditions. Also, provide:
Using lower heating value (18 C.F.R § 292.202(m)), all fuel flow inputs in Btur.,
separately indicating fossil fuel inputs for any supplementarfiring in Btuhr. (ISC.F.R §
292.202(f)):
N/A
Average net electrc output (kW orMW) (18 C.F.R § 292.202(g)):
N/A
Average net mechanical output in horsepower (18 C.F.R § 292.202(g)):
N/A
Number of hours of operation used to determine the average annual hourly facilty inputs
and oututs:
N/A
Working fluid (e.g., steam) flow conditions at input and output of prime mover(s) and at
delivery to and retu from each useful theral application. including flow rates
(lbs./hr.), temperature (deg. F), pressure (psia), and enthalpy (Btulb.):
N/A
i i. Compute the operating value (applicable to a topping-cycle facilty under 18 C.F.R §
292.205(a)(1)) and the effciency value (18 C.F.R §§ 292.205(a)(2) and (b)), based on the
information provided in and corresponding to item 10, as follows:
Pt = Average anual hourly useful thermal energy output
Pe = Average annual hourly electrical output
Pm = Average annual hourly mechanical output
Pi = Average annual hourly energy input (natural gas or oil)
FERC Form No. 556 Page 8 of 10
Ps = Average anual hourly energy input for supplementar firing (natural gas or oil)
Operating standard = 5% or more
Operating value = Pt / ( Pt + Pe + Pm )
N/A
Efficiency standard applicable to natural gas and oil fuel used in a topping-cycle facilty:
= 45% or more when operating value is less than 15%, or 42.5% or more when operating
value is equal to or greater than 15%.
Effciency value = (Pe + Pm + O.5Pt) / (pi + Ps)
N/A
Effciency standard applicable to natural gas and oil fuel used for supplementar firig
component of a bottoming-cycle facilty:
=45% or more
Effciency value = ( Pe + Pm ) / Ps
N/A
FOR TOPPING-CYCLE COGENERATION FACILITIES
Items 12 and 13 only need to be answered by applicants seeking certification as a topping-cycle
cogeneration facility. Applicants for certification as a small power production facilty or bottoming-
cycle cogeneration facilty may delete Items 12 and 13 from their application, or enter "N/A" at each
item.
12. IdentifY the entity (i.e., thermal host) which vvill purchase the useful thermal energy
output from the facilty (18 C.F.R § 292.202(h)). Indicate whether the entity uses such
output for the purose of space and water heating, space cooling, and/or process use.
N/A
13. In connection with the requirement that the thermal energy output be useful (18 C.F.R
§ 292.202(h)):
FERC Form No. 556 Page 9 of 10
For process uses by commercial or industral host(s), describe each process (or group of
similar processes using the same quality of steam) and provide the average annual hourly
thermal energy made available to the process, less process return. For a complex system,
where the primary steam header at the host-side is divided into various sub-uses, each
having different pressure and temperature characteristics, describe the processes
associated with each sub-use and provide the average anual hourly thermal energy
delivered to each sub-use, less process return from such sub-use. Provide a diagram
showing the main steam header and the sub-uses with other relevant information such as
the average header pressure (psi a), the temperatue (deg.F), the enthlpy (Btu/lb.), and
the flow (lb.lhr.), both in and out of each sub-use. For space and water heating, describe
the tye of heating involved (e.g., offce space heating, domestic water heating) and
provide the average anual hourly thermal energy delivered and used for such purose.
For space cooling, describe the type of cooling involved (e.g., office space cooling) and
provide the average annual hourly theral energy used by the chiler.
N/A
FOR BOTTOMIG-CYCLE FACILITIES
Item i 4 only. needs to be answered by applicants seeking certfication as a bottoming-cycle
cogeneration facilty. Applicants for certfication as a small power production facilty or topping-
cycle cogeneration facilit may delete Item 14 from their applicàtion, or enter "N/A."
14. Provide a description of the commercial or industral process or other thermal
application to which the energy input to the system is first applied and from which the
reject heat is then used for electrc power production.
N/A
FOR NEW COGENERATION FACILITIES
Response to Item i 5 is only required for certin applicants for qualified cogeneration facility status,
as described below. Applicants for small power production facilities or for cogeneration facilitie-s not
meeting the criteria outlined below may delete Item 15 from their application, or enter toNI A." In
addition, per 18 C.F.R. § 292.205(d)(4) all cogeneration facilties 5 MW and smaller are presumed to
comply with the requirements of 18 C.F.R. § 292.205(d)(l) and (dX2), and therefore need not
respond to Item 15. For those applicants required to respond to Item i 5, see 18 C.F.R. § 292.205(d)
and Order No. 671 for more information on making the demonstations required in Item 15.
15. For any cogeneration facilty that had not fied a notice of self-certfication or an
application for Commission certification under 18 C.F.R. § 292.207 prior to Februar 2,
2006, also show:
FERC Form No. 556 Page 10 oflO
(i) The thermal energy output of the cogeneration facílty is used in a productive and
beneficial manner (18 C.F.R §§ 292.205(d)(l), (d)(4) and (d)(5)); and
(ii) The electrcal, thermal, chemical and mechanical output of the cogeneration facilty is
used fudamentally for industrial, commercial, residential or institutional purposes and is
not intended fudamentally for sale to an electric utilty, takng into account
technological, efficiency, economic, andvanable thermal energy requirements, as well as
state laws applicable to sales of electrc energy from aqualirying facilty to its host
faciltyf18C.F.R §§ 292.205(d)(2), (d)(3) and (d)(4)).
N/A
JR
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Case: PAC-E-1O-08
Exhbit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-3
January 21,2009 email with attached letter from Peter Richardson.
Griswold, Bruce (Mkt Function)
From:
Sent:
To:
Subject:
Peter Richardson (peter(frichardsonandoleary.com)
Wednesday, January 21, 2009 3:37 PM
Griswold, Bruce (Mkt Function); Younie, John
FW: XRG-DP 7, LLC
Attachments:Document.pdf
m
Documentpdf (2
MB)Bruce and John:
Ths seres of projects are the ones we talked about a while back.
There was some confsion as to the production data. They are all
straightened out now. There will be four coming over...
Peter Richardson
Richardson & O'Lear
515 N. 27th Street
Boise, Idaho 83702
[phone]
-----Orginal Message-..---
From: PETER~CHARSONANDOLEARY.COM
(mailto :peterêrchardsonandolear.com)
Sent: Wednesday, Januar 21,20093:55 PM
To: Peter Richardson
Subject: XRG-DP 7, LLC
ine~SQN&-~T. pu.
ATTORl\EYS AT LAW
Peter Richardson
To!: 208-938-7901 Fax: [phone]
p ctc t~ ridia rd so n andbl cary. com
P.O. Box 7218 Boisc.1O 83707 . 515 N. 27th St. Boise. 10 83702
Bruce Grswold
John Youne
825 NW Multnomah
Portland, Oregon 97232
Via ovèrnight delivery
Januar 21, 2009
Re: PURPA Contract for XRG-DP-7, LLC
Dear Bruce and John:
I visited with you via e;.mail communcations a while back regarding a PUR A
agreement for the above reference company. Please consider this to be a follow up
request for an Idaho jurisdictional standard twenty year QF agreement with non-levelized
rates. The project will be less than 30 average monthy MW and should therefore qualify
for the Idaho PUC's published rates.
The first operation date is December 3),2010.
The project is located in Cassia County, Idao. Estimated production data and a location
map is attached for your review. Also attched is a copy of the FERC Notice ofSelf
Certification for ths project, which together with the map and producton data should be
suffcient for you to provide my client with a power purchase agreement. Because the
project wil be interconnect with BP A facilties and deliver to yourBrady Substation in
Southern Idaho, there is no need for us to engage Rocky Mounta Power for an
interconnection agreement.
Than you for your prompt response and please give me a call if you have any questions.st;w
Pete Richardso
Attorney for XRG-DP-7, LLC
Hour
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Form Approved
OMB Contrl No. 1902-0075
Expirs 7/3112009
FERC Fonn No. 556
18 C.F.R. § '131.80
CERTIFICA TION OF QUALIFYIG FACILIT STATUS FOR Al'l EXISTIG OR A
PROPOSED SMAL POWER PRODUCTION OR COGENRATION FACILITY
INORMTION ABOUT COMPLIACE
Compliance with the information collection requirements estblished by the FERC Form No. 556 is
requird to obta and maintain statu as a quaifying facilty. See 18 C.F.R. § 131.80 andPar 292.
An agency may not conduct or sponsor, and a person is not r~quired to respond to, a collection of
information unless it displays a curently vald OMB control number.
SUBMITIG COM:S ON PUBLIC REPORTIG BURDEN
The estimated burden for completing FERC Form No. 556, including gatherin and reportg
inormation, is 4 hour for self-certfications and 38 hours for applications for Commission
certfication. Send comments regarding this burden estate or any asect of this collection of
inormation, including sugesons for reducing ths burden, to the following: Michael Miiier~ Office
of the Executive Director (ED-34), Federa Energ Reguatory Commission, 888 Firs Street NE.,
Washington, DC 20426; and Desk Offcer for FERC, Offce of Inormation and Reguatory Affairs,
Offce of Maagement and Budget, Washington, DC 20503 '(oir_submission&Jomb.eop.gov).
Include the Control No. 1902-0075 in an correspondence.
GEN"'RA INSTRUCTIONS
Complete this form by replacing bold tex below wit responses to each item, as required.
PART A: GENERA INORMTION TO BE SUBMITTED BY ALL APPLICANS
1 a Full nae of applicant: (Note:. Applicat is the legal entity submittg this form, not the
individual employee makg the fiing. Generally, the Applicant win be a company, corporation or
organzation, unless the facilty is owned directy by an individua or individuas.)
XRG-DP7,LLC
Priary Activity: Independent Power' Producer, renewable electrical
generation
Docket Number assigned to the imediately precedig submitt fied with the
Commssion in connection with the instant facilty) if any:
none
Purose of intat fiing (self-certfication or self-recertification (18 C.F.R. §
292.207(a)(I)), or application for Commssion certification or recertification (18 C.F.R.
§§ 292.207(b) and (d)(2))):
FERC Form No. 556
X""G-DP7, LLC
2/3/2007 Page 2 of6
Self-certification
1 b. Full address of applicant:
1424 Dodge Ave.
Helena, MT 59601
lc. Indicate the owner(s) of the facility (includig the percentage of ownerhip held by
any eleetc utility or electrc utilty holdig company, Or by any perons owned by
either) and the operator of the facilty. Additionally, state whether or not any of the non-
electric utilty owners or their upstream owners are engaged in the generation. or sale of
electrc power, or have any ownership or operatig interest in any electrc facilties other
th qug facilties. In order to faciltate review of the applicaton, the applicant
may also provide an ownerhip cha identig the upstream ownerhip of the facilty.
Such cha should indicate ownersp percentages where appropriate.
Exergy Development Group - Idaho, LLC
Exerg Development GI'OUP - Id,aho, LLC is solely owned by Exergy
Development Group, LLC, a Montana lied liabilty company.
Exerg Development Group, LLC is not comprised of any ownership by a
public or private utility.
1 d. Signatue of authoried individua evidencing accurcy and autenticity of
information provided by applicant: (Note: A signatue on a filing shall constitute a certficate that
(1) thèsigner has read the filing and knows its contents; (2) the contents are tre as sted, to the bes
knowledge and belief of the signer; and (3) the signer possesses ful power and authority to sign the filing.
A person submittg a self-certfication electroncally via eFilg may use typed characters representing
their name to show that the persn has signed the document. See 18 C.F.R § 385.2005.)
r-\... -~, L f .\;...
"- J .-~-C_' ."--'~
2. Person to whom communcations regarding the filed inormation may be addressed:
Name: J. Lars Dorr
Title: Lead Project Engieer, Exergy Technology Concepts, LLC
Telephone numbe: 208.429.1499
Maiing address: 802 W. Bannock, Ste 1200
FERe Form No. 556
XRG-DP7, LLC 21/2007 Page 3 of6
Boise, il 83702
3a. Location of facilty to be certfied:
State: Idaho
County: Cassia
City or town: Malta
Street address (ifknown): N/A
3b. Indicate the electric utilties that are contemplated to transact with the qualìfing
facilty (if known) and describe the services those electrc utilties are expected to
provide:
Pacifcorp DBA, Rocky Mountain Power
Indicate utities interconnecting with the facilty and/or providing wheeling service (18
,C.F.R. §§ 292303(c) and (d)):
Bonneville Power Admitration
Indicate utilities purchasing the usefu electrc power output (18 C.F.R § § 292.10 i (b )(2),
292.202(g) and 292.303(a)):
Pacifcorp DBA, Rocky Mountain Power
Indicate utilities providig supplementar power, backup power, maintenance power,
and/or interrptible power serice (18 C.F.R. §§292.l01(b)(3), (b)(8), 292.303(b) and
292.305(b)J:
Bonnevie Power Admistration
4a. Describe the prcipal components of the facilty including boilers, prime movers and
electrc generators, and explain their operation. .Include transmission lines, tranformers
and switchyard equipment, if included as par of the facilty.
De "Wind D8.2, 2.0MW Wind Turbine Generator
Number of units - 10
4b. Indicate the maxum gross and maxum net electrc power production capacity of
FERC Form No. 556
XRG-DP7"LLC
2123/2007 Page 4 of6
the facilty at the point(s) of delivery and show the dervation. (Note: Maxmum gross output
is the maxum amount of power th the facilty is able to prodce, measured at the terminals of the
generator(s). Maximum net output is maximum gross outut minus (1) any auxliai load for devices that
are necessar and integrl to the power prouction process (fan, pumps, etc.), and (2) any losses incured
from thegenerator(s) tó the point of deliver. Ifany electnc power is consuied at the locaton of the QF
(or thermal host) for puroses not related to the power production process, such power shotud not besubtracte from gross output for puroses of reporting maxmum net output here. J
Gross OUtput: 20 MW
Net output: 18 MW
Derivation (assumptions about losses, auxliar load or lack thereof, and calculaton of
gross and net outut):
10.0% losses including, but not Itited to, line losses, icing, availabilty,
wakig, turbulence/control, etc.
4c. Indicate the act or expecte inalation and operation dates of the facilty, or the
actu or expected date of completion of the reported modification to the facilty:
June 2008
4d Descrbe the priar energy input (e.g., hydro, coal, oil (18 C.F.R. § 292.202(1)),
natu gas (18 C.F.R. §292.202(k)), solar, geotheral, wind, waste, biomass (18 C.F.R.
§ 292.202(a)), or other). For a waste energy input that does not fall with one of the
categories on the Commission's list of previously approved wastes, demonstate tht such
energy input has litte or no curnt commercial value and that it exis in the absence of
the quifying facilty industr (18 C.F.R § 292.202(b)).
100% Wind energy input
5. Provide the averae anua hourly energy input in terms of Btu for the folloi.ving fossil
fuel energy inputs, and provide the related percentage of the tota average anual hourly
energy input to the facilty (18 C.F.R § 292.202(j)). For any oil or natual gas fuel, use
lower heating value (18 C.F.R § 292.202(m)):
Natual gas: None
Oil: None
Coal (applicable only to a small power production facilty): None
FERC Form No. 556
XRG-OP7, LLC 213/2007 Page 50f6
6. Discuss any paricular charactertic of the facilty which the cogenerator or small
power producer believes might bear on its qualifying statu.
None
PART B: DESCRITION OF THE SMAL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be anwered by applicants seeki certfication as a small power
production facilty. Applicats for certficatiòn as a cogeneration facilty may delete Items 7 and 8
from their application, or enter '~/A" at both items.
7. Descrbe how fossil fuel use wil not exceed 25 percent of the total anual energy input
limt (18 C.F.R §§ 292,2020) and 292.204(b)). Also, describe how the use offossil fuel
will be limited to the followig puroses to conform to Federa Power Act secton
3(17)(B): ignition, sta-up, testig, flame stabiliztion, control use, and minal amounts
of fuel requed to aleviate or prevent unanticipated equipment outaes and emergencies
diectly afectg the public.
N/A
8. If the facilty reported herein is not an eligible solar, wind, wase or geotheral
facilty, and ifanY other non-eligible facilty located within one mile of the intat
facilty is owned by any of the entities (or their afliates) reported in Par A at item 1 c
above and uses the same priar energy input, provide the followig information about
the other facilty for the purose of demonstating that the total of the power producton
capacities of these facilties does not exceed 80 lvlW (18 C.F.R § 292.204(a)): (See
definiion of an "eligible facilty" below. Note that an "ëligible facilty" is a specific tye of small power
production facilty that is eligible for Speial tratment under the Wind. Waste and Geothennal Power
Production Incentives Act of 1990, as subsequently amended in 1991, and should not be confued with
facilties that are generally eligible for QF statu.)
Facilty l?ame, if any (as reported to the Commission):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
FERC Form NÇl. 556
XRG-DP7,LLC
212312007 Page 60f6
Common primar energy source used as energy input:
N/A
Power production capacity (M:
N/A
An eligible solar, wid, waste or geothermal facilty, as defied in Section 3(17)(E) of the
Federal Power Act, is a small power production facilty that produces electrc energy
solely by the use, as a prar energy input, of solar, wid, waste or geothermal
resources, for which either an application for Commsion cerfication of quafying
statu (18 C.F.R §292.207(b)) or a notice of self-certification of quaifg statu (18
C.F.R § 292.207(a)) was submitted to the Commion not later than December 31, 1994,
and for which consction of such facilty commences not later th December 31, 1999,
or if not, reasonable diigence is exercised toward the completion of such facilty, tag
into account all factors relevant to constrction of the failty.
PART C: DESCRITION OF TH COGENRATION FACILITY
Items 9 though 15 only need to be answered by applicats seekig certfication as a cogenertion
facilty. Applicants for cecaton as a small power production facilit may delete Items 9 thoug
15 from their application, or ente "N/A" at each item.
DELETED
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-4
January 21, 2009 email with attached letter from Peter Richardson.
Griswold, Bruce lMkt Function)
From:
Sent:
To:
Subject:
Peter Richardson (peter~richardsonandoleary.comJ
Wednesday, January 21, 2009 3:39 PM
Griswold, Bruce fMkt Function); Younie, John
FW: XRG-DP 8, LLC
Attachments:Document.pdf
m
Document.pdf (2
MB)Bruce and John: here is the second DP project. I have to reboot my pdf
machie to get the last two to you, but in tie. Anyway they are all
being fed exed to you ths eveng so you will have them on your desk
tomorrow mornng.
Peter Richardson
Richardson & O'Lear
515 N. 27th Street
Boise, Idao 83702
[phone]
-----Orgial Message-----
From: PETER~CHASONANDOLEARY.COM
(mai1to:peter~chardsonandolear.com )
Sent: Wednesday, Janua 21,20094:07 PM
To: Peter Richardson
Subject: XRG-DP 8, LLC
RIC'I," Ta;-e!A~ &: n.rw- "D,~..xr Pll. '.. '~~.'-:lf"':; '_~;~.~sATTORN£YS AT LAW
Peter Richardson
Tel: 10S-93S-79ItlFax: 20ii-93S~7904
!'cccz(lt ic hatd$O n ando1 ea ty. comP.O. Box 7218 Bois.. 10 83707 . 515 N. 27th St. Boise. lD 83702
Bruce Griswold
John Younie
825 NW Multnomah
Pörtland, Oregon 97232
Via overnight delivery
Januar 21,2009
Re: PUR A Contract for XRG-DP-8, LLC
Dear Bruce and John:
I visited with you via e-mail communications a while back regarding a PURP A
agreement for the. above reference company. Please consider ths to be a follow up
request for an Idaho jursdictional standard twenty year QF agreement with non-levelized
rates. The project wil be less than 30 average monthly MW and should therefore qualify
for the Idaho PUC's published rates.
The first operation dae is December 31, 2010.
The project is located in Cassia County, Idaho. Estimated production data and a location
map is attached for yoUr review. Also attached is a copy of
the FERC Notice of SelfCertfication for this project, which together with the map and
production data should besuffcient for you to provide my client with a power purchase agreement. Because the
project will be interconnect with BPA facilities and deliver to your Brady Substation in
Southern Idaho, there is no need for us to engage Rocky Mountain Power for aninterconnection agreement.
Than you for your prompt response and please give me a call if you have any questions.
:~~-i~
Attorney for XRG-DP-8, LLC
Hour
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Fonn A.pproved
OMB Cöntrol No. 1902-0075
Exires 7/3112009
FERC Form No. 556
18 C.F.R. § 131.80
CERTIICATION OF QUALIFYG FACILITY STATUS FORAN EXISTING ORA
PROPOSED SMAL POWER PRODUCTION OR COGEN'ERA nON FACILITY
INORM nON ABOUT COMPLIACE
Compliance with the infonnation collection requirements established by the FERC Form No. 556 is
required to obtain and maitan statu as a quaifying facilty. See 18 C.F.R. § 131.80 and Par 292.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a curently valid OMB control number.
SUBMIG COMMS ON PUBLIC REPORTIG BUREN
The estimated burden for completigFERC Form No. 556, including gathering and reportg
ironnaton, is 4 hour for self-.certifications and 38 hour for applications for Commission
certfication. Send coinents regarding this burden estiate or any aspect of
this collectiofi ofinformation, íncludhigsugestionsfor reducing ths buren, to the following: Michael Miler, Ofce
of the Executve Director (ED-34).Feder Energy RegulatoryCommission,888 First Streetl\JE.,
Washigton. DC 20426; and Dek Offcer for FERC, Offce of Information and Reguatory Affai.Offce of Management and Budget Washigton, DC 20503 (oira_ submission(!omb.eop.gov).
Include the Contrl No. 1902-0075 in an correspondence~
GENERA INSTRUCTIONS
Complete this form by replacing boldtext below with reponses to each item,
as required.
PART A: GENERAL lNORiVIATION TO BE SUBMITTD BY ALL APPLICA.'I
1 a. Ful nane of applicat: (Note: Applicat is the-legal entity submittg this form, not the
individua employee makg the fiing. Generaly, the Applicant 'Will be a company, corporation or
organiztion, unless the facilty is owned directly by an individua or individuals.)
XRG-DP8, LLC
Primary Actvity: Independent Power Producer, renewable electrical
generation
Docket Number assigned to the immediately preceding submitt filed with the
Commission in connection with. the instant facilty, if any:
none
Purose of instant filig (self-certfication or self-recertification (18 C.ER §
292.207(a)(I)J, or application for Commission certification or recerfication (18 C.F.R
§§ 292.207(b) and (d)(2)J): -
FERC ForiNo. 556
XRG-DP8, LLC 2112007 Page2of6
Self-certfication
1 b.Fulladdress of applicant:
1424 Dodge Ave.
Helena, MT 59601
1 c. Indicate the owner( s) of the facilty (includi the percentae of ownershi held by
any electc utility or electrc utiity holdi company, or by any pesons owned by
either ) and the operator of the facilty. Additionally, stte whether or not any of the non-
electrc utility owners or their upstram ovversare engaged in the generation or sale ofelectric power, or have an.ownership or operatig interest in any electc facilties other
than qualifying facilities. In order to faciltate review of the application, the applicant
may alo provide an ownership char identifing the upstream ownership ofthe facilty.
Such cha should indicate ownership percentages where appropriate.
Exergy Development Group - Idaho, LLC
Exerg Development Group - Idaho, LLC is solely owned by Exergy
Devèiopment Group, LLC, a Montana IiitedIiabiJit company~
Exergy Development Group, LLC is not comprised of any ownership by a
public or private utiity.
1 d. Signatu of authorized individua evidencin accuracy and authenticity of
inonnation provided by applicant: (Note: A signat on a filing shall constute a certficate that
(I) the signer has read the filing and knows its contents; (2) the contents are tre as stted, to the best
knowledge and belief of the signer; and (3) the signer possesses ful power and autority to sign the filing.
A person submitng a seW.certfication electronicaly via eFilng may use typed chaers representing
their name to show that the person ha signed the docwnent. See 18 C.F.R. § 385.2005.)
"'", -' ---~. 'I '""-j .."".,,._.~..
v'
2. Person to whom communcations regarin the filed inormation may be addressed:
Name: J.. Lars Dorr
Title: Lead Project Engineer, Exergy Technology Concepts, LLC
Telephone number: 208.429.1499
Mailing address: 802 W. Bannock, Ste 1200
FERC ForrNo. 556
XRG-DP8, LLC 2123/2007 Page 3 of6
Boise, il 83702
3a. Location of facilty to be certified:
State: Idaho
County: Cassia
City or town: Malta
Street address (ifknown): N/A
3b. Indicate the electrc utilties that are contemplated to transact with the qualfying
facilty (ifknown) anddescnbe the services those electrc utilties are expected toprovide:
Pacifcorp DBA, Rocky Mountain Power
Indicate utiities interconnectig with the facilty and/or providing wheeli service (18
C.F.R §§ 292.303(c) and (d)):
Bonnevile Power Administration
Indicate utities purchaing the usefu electrc power output (18 C.F.R §§ 292.1
01 (b)(2),292.202(g)and 292.303(a)1:
Pacificorp DBA, RockJl Mountain Power
Indicate utilties providing supplementa power, backu power, maitenance power,
and/or interrptible power servce (18 C.F.R. §§ 292.101(b)(3), (b)(8), 292.303(b) and
292.305(b)):
Bonnevie Power Administration
4a Descrbe the prcipal components of the facilty including boilers, pre movers and
electrc generators, and explain their operation. Include trsmission lies, trfonner
and switchyard equipment, if included as par of the facility.
DeWind D8.2, 2.0MW Wind Turbine Generator
Number of units - 10
4b. Indicate the maxum gross and maxum net electrc power production capacity of
FERC Fonn No. 556
XRG-DP8, LLC 21312007 Page4of6
the facilty at the point(s) of deliveiand show the derivation. (Note: Maxmum gross outut
is the maximum amount of power that the facilty is able to produce, meaured at the terminals of the
generator(s). Maximum net outut is maxum gross output
minus (1) any auxliar load for devices thatare necessar and integr to the power prduction process (fan, pumps, etc.), and (2) any losses incured
from the generator(s) to the point of delivery.lf any electrc power is consumed at the location of
the QF(or thermal host) for puroses not related to the pOwer production proce, such power should not be
subtracted from gross output for puroses of reportg maximum net outut here.)
Gross output 20 MW
Net output: 18 MW
Derivaton (assumptions aboutlosses, auxliar load or lack thereof, andcalculation of
gross andnet output):
io~o% losses includig, but not liited to, lie losses, icing, availabilty,
wakig, turbulence/control,etc.
4c. Indicate the actual or expected instalation and operation dates of
the facilty, or the
actual orexpeeted date of completon
of the reported modification to the facility:
June 2008
4d. Describe the priar energy input (e.g., hydr, coal, oil (18 C.F.R. § 292.202(1)),
natual gas (18 C.F.R. § 292.202(k)), solar, geother wid, wase, biomass (18 C.F.R
§ 292.202(a)J, or other). For a wase energy input that does not fal within one of
thecategories on the Commsion's list of previously approved wastes, demonstrte that such
energy input has litte or no curnt commercial value and tht it exists in the absence of
the quaifying facilty industr (18 C.F.R § 292.202(b)J.
100% "Vind energ input
5. Provide the averae anua hourly energy input in ter of Btu for the following fossilfuel energy inputs, and provide the related percentae of the tota avere anual hourly
energy input to the facilty (18 C.F.R § 29.2.2020)). For any oil or natu gas fuel, use
lower heating value (18 C.F.R § 292.202(m)):
Natual gas: None
Oil: None
Coal (applicable only to a small power pr?duction facilty): None
FERC Form No. 556
XRG-DP8, LLC 2123/2007 Page 5 of6
6. Discuss any parcular characteristic of the facilty which the cogenerator or smallpower producer believes might bear on its qualifYing status.
None
PART B: DESCRITION OF TH SMAL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applicants seekig certfication as a small power
production facilty. Applicants for certfication as a cogeneration facilty may delete Items 7 and 8
from their application, or enter '~/A"at both items.
7. Describe how fossil fuell1e wil not exceed 25 percent of the total anua energy inut
limit (18 C.F.R §§ 292:2020) and 292.204(b)). Also, describe how the use of
fossil fuelwil be limted to the followig puroses to conform to Federal Power Act section
3(17)(B): ignition, sta-up, testig, flame stabiliztion, control use, and minal amounts
of fuel requied to alleviate or prevent unaiticipated equipment outages and emergencies
dictly afectig the public.
N/A
8. If the facilty reported herein is not an eligible solar, wid, waste or geothermal
facilty, and if any other non-eligible facilty located within one mile of the instt
facilty is owned by any of the entities (or their .ailates) reported in Par A at item 1 c
above . and uses the same priar energy input, provide the following inormation about
the other faciUty for the purose of demonstrating that the total of the power production
capacities of these facilties does not exceed 80 MW (18 C.F.R § 292.204(a)): (Seedefinition of an "eligible facilty" below. Note that an "eligible facilty" is a specific tye of small power
production failty that is eligible for special tratment under the Wind, Waste and Geothermal Power
Production Incentives Act of 1990, as subsequently amended in 199 I, and should not be confed with
façì1ties that are generally eligible for QF stat.)
Facilty nae, if any (as reported to the Commssion):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
FERC Form No. 556
XRG-DP8, LLC 2/2312007 Page 6of6
Common priar energy soure used as energy input:
N/A
Powerproduetion capacity (MW):
N/A
An eligible solar, wid, waste or geothermal facilty, as defined in Section 3( 17)(E) of the
Federal Power Act, is a smal power production facility that produces electrc energy
solelyby the use, as a primar energy input, of solar, wid, waste or geothermalresources, for which either an applìcation for Commission cercation of qualiing
statu (18 C.F.R § 292.207(b)) or a notice of self-certfication of qualfyg statu (18
C.F.R § 292.207(a)) was subitted to the'Commssion not later than December 31, 1994,
and for which constrction of such facilty commences not later th Decembe 31, 1999,
or if not, reasonable diligence is exercised toward the completion of such facilty, tag
into account all factor relevant to construction of the facilty.
PART C: DESCRITION OF TH COGEi\iERATION FACILITY
Items 9 though 15 only need to be anwered by applicants seeki cerification as a cogeneration
, facilty. Applicats forcertfieaion as a smal power production facilty may delete Items 9 though
15 from their application, or enter "N/A" at eah item.
DELETED
EXHIBIT A-5
January 22, 2009 email from Peter Richardson.
Case: PAC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 ofl
Griswold, Bruce (Mkt Function)
From: Peter Richardson (peter(grichardsonandoleary.com)
Sent: Thursday, January 22, 2009 7:24 AM
To: Griswold, Bruce -(Mkt Function); Younie, John
Subject: Correction to the DP Letters
Bruce and John,
Just wanted to note a tyo in my cover letters for the four DP projects. In those letters I noted
that the projects are entitled to the published rates because they are below 30 average monthy
MW. That should have been below 10 average monthy MW. The production numbers on the
enclosed spread sheets reflect the actual predicted production which is below 10 average
monthy MW. The 30 number was simply an error on the lawyer's part and not the engineer's.
Sorr for any confusion ths may have presented.
-Pete
Peter Richardson
Richardson & O'Lear
515 N. 27th Street
Boise, Idaho 83702
[phone]
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-6
January 22, 2009 email with attachments from Collin Rudeen, Lead Project
Engineer, Exergy Technology Concepts.
Page 1 ofl
Younie, John
From: collin.rudeen~gmail.com on behalf of Colln Rudeen (crudeen~exergydevelopment.coml
Sent: Thursday, January 22, 2009 7:51 AM
To: Griswold, Bruce (Mkt Function); Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
Attachments: PURPA Contract Request - XRG-DP9.pdf; PURPA Contract Request - XRG-DP1 a.pdf; FERC Form
556 - XRG-DP7.pdf
John and Bruce,
Please see the thee attached files, sent at Peter Richardson's request.
Regards,
Collin Rudeen
Lead Project Engieer
Exergy TechnoloGY Concepts
802 W Banock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crdeen($exergydevelopment.com
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSUR, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemnation, distribution or copying of this communcation is strctly
prohibited. If you have received this communcation in eror, please
imediately notify us by telephone, and retu the original message to
us at the above address.
Fonn Approved
OMB Control No. 1902-0075
Expires 7/31/2009
FERC Form No. 556
18 C.F.R. § 13 1.80
CERTIFICATION OF QUALIFYING FACILITY STATUS FOR AN EXISTING OR A
PROPOSED SMALL POWER PRODUCTION OR COGENERATION FACILITY
INORM nON ABOUT COMPLMNCE
Compliance with the infonnation collection requirements established by the FERC Form No. 556 is
required to obtain and maintain status as a qualifying facilty. See 18 C.F.R. § 131.80 and Part 292.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number.
SUBMITTING COMMENTS ON PUBLIC REPORTING BURDEN
The estimated burden for completing FERC Form No. 556, including gathering and reporting
information, is 4 hours for self-certifications and 38 hours for applications for Commission
certification. Send comments regarding this burden estimate or any aspect of this collection of
information, including suggestions for reducing this burden, to the fo1lowing: Michael Miler, Office
of the Executive Director (ED-34), Federal Energy Regulatory Commission, 888 First Street NE.,
Washington, DC 20426; and Desk Offcer for FERC, Offce ofInfonnation and Regulatory Affairs,
Offce of Management and Budget, Washington, DC 20503 (oira_submission§omb.eop.gov).
Include the Control No. 1902-0075 in any correspondence.
GENERAL INSTRUCTIONS
Complete this form by replacing bold text below with responses to each item, as required.
PART A: GENERAL INORMTION TO BE SUBMITTED BY ALL APPLICANTS
la. Full name of applicant: (Note: Applicant is the legal entity submitting this form, not the
individual employee making the fiing. Generally, the Applicant wil be a company, corporation or
organization, unless the facilty is owned directly by an individual or individuals.)
XRG-DP7, LLC
Primary Activity: Independent Power Producer, renewable electrical
generation
Docket Number assigned to the immediately preceding submittl fied with the
Commission in connection with the instant facility, if any:
none
Purose of instant filing (self-certification or self-recertification (18 C.F.R. §
292.207(a)(1)), or application for Commission certification or recertification (18 C.F.R.
§§ 292.207(b) and (d)(2)J):
FERC Form No, 556
XRG-DP7, LLC
2/2/2007 Page 2 of6
Self-certification
i b. Full address of applicant:
1424 Dodge Ave.
Helena, MT 59601
lc. Indicate the owner(s) ofthe facility (including the percentage of ownership held by
any electric utilty or electric utilty holding company, or by any persons owned by
either) and the operator ofthe facilty. Additionally, state whether or not any of the non-
electric utilty owners or their upstream owners are engaged in the generation or sale of
electric power, or have any ownership or operating interest in any electric facilties other
than qualifying facilities. In order to faciltate review of the application, the applicant
may also provide an ownership chart identifying the upstream ownership of the facilty.
Such chart should indicate ownership percentages where appropriate.
Exergy Development Group - Idaho, LLC
Exergy Development Group - Idaho, LLC is solely owned by Exergy
Development Group, LLC, a Montana limited liabilty company.
Exergy Development Group, LLC is not comprised of any ownership by a
public or private utilty. '
1 d. Signature of authorized individual evidencing accuracy and authenticity of
information provided by applicant: (Note: A signature on a fiing shall constitute a certificate that
(l) the signer has read the fiing and knows its contents; (2) the contents are true as stated, to the best
knowledge and belief of the signer; and (3) the signer possesses full power and authority to sign the filing.
A person submitting a self-certification electronically via eFilng may use typed characters representing
their name to show that the person has signed the, document. See 18 C.F.R. § 385.2005.)
C) ~( ._~. . .L.n~..c__~''-/~
2. Person to whom communications regarding the fied information may be addressed:
Name: J. Lars Dorr
Title: Lead Project Engineer, Exergy Technology Concepts, LLC
Telephone number: 208.429.1499
Mailng address:802 W. Bannock, Ste 1200
FERC Form No. 556
XRG-DP7, LLC
21212007 Page 30f6
Boise,ID 83702
3a. Location of facilty to be certified:
State: Idaho
County: Cassia
City or town: Malta
Street address (ifknown): N/A
3b. Indicate the electric utilties that are contemplated to transact with the qualifYing
facilty (if known) and describe the services those electric utilties are expected to
provide:
Pacificorp DBA, Rocky Mountain Power
Indicate utilties interconnecting with the facilty and/or providing wheeling service (18
C.F.R. §§ 292.303(c) and (d)):
Bonnevile Power Administration
Indicate utilties purchasing the useful electric power output (18 C.F.R. §§ 292.101 (b )(2),
292.202(g) and 292.303(a)):
Pacificorp DBA, Rocky Mountain Power
Indicate utilties providing supplementary power, backup power, maintenance power,
and/or interruptible power service (18 C.F.R. §§ 292. 101 (b)(3), (b)(8), 292.303(b) and292.305(b)J:
Bonnevile Power Administration
4a. Describe the principal components of the facilty including boilers, prime movers and
electric generators, and explain their operation. Include transmission lines, transformers
and switchyard equipment, if included as part of the facilty.
DeWind D8.2, 2.0MW Wind Turbine Generator
Number of units - 10
4b. Indicate the maximum gross and maximum net electric power production capacity of
FERC Form No. 556
XRG.DP7, LLC
2/23/2007 Page 4of6
the facilty at the point(s) of delivery and show the derivation. (Note: Maximum gross output
is the maximum amount of power that the facilty is able to produce, measured at the tenninals of the
generator(s). Maximum net output is maximum gross output minus (1) any auxiliary load for devices that
are necessary and integral to the power production process (fans, pumps, etc.), and (2) any losses incurred
from the generator(s) to the point of delivery. Ifany electric power is consumed at the location of the QF
(or thermal host) for purposes not related to the power production process, such power should not be
subtracted from gross output for purposes of reporting maximum net output here.)
Gross output: 20 MW
Net output: 18 MW
Derivation (assumptions about losses, auxilary load or lack thereof, and calculation of
gross and net output):
10.0°.1 losses including, but not limited to, line losses, icing, availabilty,
waking, turbulence/control, etc.
4c. Indicate the actual or expected installation and operation dates of the facilty, or the
actual or expected date of completion of the reported modification to the facilty:
June 2008
4d. Describe the primary energy input (e.g., hydro, coal, oil (18 C.F.R. § 292.202(1)),
natural gas (18 C.F.R. § 292.202(k)J, solar, geotheimal, wind, waste, biomass (18 C.F.R.
§ 292.202(a)), or other). For a waste energy input that does not fall within one of the
categories on the Commission's list of previously approved wastes, demonstrate that such
energy input has little or no current commercial value and that it exists in the absence of
the qualifying facilty industry (18 C.F.R § 292.202(b)).
100% Wind energy input
5. Provide the average annual hourly energy input in terms of Btu for the following fossil
fuel energy inputs, and provide the related percentage of the total average annual hourly
energy input to the facility (18 C.F.R § 292.202U)). For any oil or natural gas fuel, use
lower heating value (18 C.F.R § 292.202(m)J:
Natural gas: None
Oil: None
Coal (applicable only to a small power production facility): None
PERC Form No. 556
XRG.DP7, LLC
212/2007 Page 5 of6
6. Discuss any paricular characteristic of the facilty which the cogenerator or small
power producer believes might bear on its qualifying status.
None
PART B: DESCRlPTION OF THE SMAL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applican'ts seeking certification as a small power
production facilty. Applicants for certification as a cogeneration facilty may delete Items 7 and 8
from their application, or enter "N/A" at both items.
7. Describe how fossil fuel use wil not exceed 25 percent of the total annual energy input
limit (18 C.F.R §§ 292.2020) and 292.204(b)). Also, describe how the use of fossil fuel
wil be limited to the following puroses to conform to Federal Power Act section
3(17)(B): ignition, start-up, testing, flame stabilzation, control use, and minimal amounts
of fuel required to alleviate or prevent unanticipated equipment outages and emergencies
directly affecting the public.
N/A
8. If the facilty reported herein is not an eligible solar, wind, waste or geothermal
facilty, and if any other non-eligible facilty located within one mile of the instant
facilty is owned by any of the entities (or their 'affliates) reported in Part A at item 1 c
above and uses the same primary energy input, provide the following information about
the other facilty for the purpose of demonstrating that the total of the power production
capacities of these facilties does not exceed 80 MW (18 C.F.R § 292.204(a)): (See
definition of an "eligible facilty" below. Note that an "eligible facilty" is a specific type of small power
production facilty that is eligible for special treatment under the Wind, Waste and Geothermal Power
Production Incentives Act of 1990, as subsequently amended in 1991, and should not be confused with
facilties that are generally eligible for QF status.)
Facility name, if any (as reported to the Commission):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
FERC Form No. 556
XRG.DP7, LLC
2123/2007 Page 6of6
Common primary energy source used as energy input:
N/A
Power production capacity (MW):
N/A
An eligible solar, wind, waste or geothermal facility, as defined in Section 3(l7)(E) of the
Federal Power Act, is a small power production facilty that produces electric energy
solely by the use, as a primary energy input, of solar, wind, waste or geothermal
resources, for which either an application for Commission certification of qualifying
status (18 C.F.R § 292.207(b)) or anoticeO of self-certification of qualifying status (18
C.F.R § 292.207(a)) was submitted to the Commission not later than December 31, 1994,
and for which construction of such facilty commences not later than December 31, 1999,
or if not, reasonable dilgence is exercised toward the completion of such facilty, taking
into account all factors relevant to construction of the facilty.
PART C: DESCRIPTION OF THE COGENERATION FACILITY
Items 9 through 15 only need to be answered by applicants seeking certification as a cogeneration
facilty. Applicants for certification as a small power production facility may delete Items 9 through
15 from their application, or enter "N/A" at each item.
DELETED
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ATTORNEYS AT LAW
Peter Richardson
Tel: [phone] I Fax: [phone]
pet. r~ richa rdsonandoJ eo r)', com
r.o, Box ni8 8ois.,lD 83707 . 515 N, 27th Sr, 80is..10 8,'l02
January 21, 2009
Bruce Griswold
John Younie
825 NW Multnomah
Portland, Oregon 97232
Via overnight delivery
Re: PURPA Contract for XRG-DP-I0, LLC
Dear Bruce and John:
I visited with you via e-mail communications a while back regarding a PURP A
agreement for the above reference company. Please consider this to be a follow up
request for an Idaho jurisdictional standard twenty year QF agreement with non-Ievelized
rates. The project will be less than 30 average monthly MW and should therefore qualify
for the Idaho PUC's published rates.
The first operation date is December 31, 2010.
The project is located in Cassia County, Idaho. Estimated production data and a location
map is attached for your review. Also attached is a copy of the FERC Notice of Self
Certification for this project, which together with the map and production data should be
sufficient for you to provide my client with a power purchase agreement. Because the
project will be interconnect with BP A facilties and deliver to your Brady Substation in
Southern Idaho, there is no need for us to engage Rocky Mountain Power for an
interconnection agreement.
Thank you for your prompt response and please give me a call if you have any questions.
Hour
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Form Approved
OMB Control No. 1902-0075
Expires 7/3112009
FERC Form No. 556
18 C.F.R. § 131.80
CERTIFICATION OF QUALIFYING FACILITY STATUS FOR AN EXISTING OR A
PROPOSED SMAL POWER PRODUCTION OR COGENERATION FACILITY
INFORMTION ABOUT COMPLIANCE
Compliance with the information collection requirements established by the FERC Form No. 556 is
required to obtain and maintain status as a qualifying facilty. See 18 C.F .R. § i 3 i .80 and Part 292.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number.
SUBMIITING COMMENTS ON PUBLIC REPORTING BURDEN
The estimated burden for completing FERC Form No. 556, including gathering and reporting
information, is 4 hours for self-certifications and 38 hours for applications for Commission
certification. Send comments regarding this burden estimate or any aspect of this collection of
information, including suggestions for reducing this burden, to the following: Michael Miler, Office
of the Executive Director (ED-34), Federal Energy Regulatory Commission, 888 First Street NE.,
Washington, DC 20426; and Desk Offcer for FERC, Offce of Information and Regulatory Affairs,
Offce of Management and Budget, Washington, DC 20503 (oira_submission~omb.eop.gov).
Include the Control No. 1902-0075 in any correspondence.
GENERA INSTRUCTIONS
Complete this form by replacing bold text below with responses to each item, as required.
PART A: GENERAL INORMTION TO BE SUBMITTED BY ALL APPLICANTS
la. Full name of applicant: (Note: Applicant is the legal entity submitting this form, not the
individual employee making the filing. Generally, the Applicant wil be a company, corporation or
organization, unless the facilty is owned directly by an individual or individuals.)
XRG-DPIO, LLC
Primary Activity: Independent Power Producer, renewable electrical
generation
Docket Number assigned to the immediately preceding submittal fied with the
Commission in connection with the instant facilty, if any:
none
Purose of instant filing (self-certification or se)f-recertification (18 C.F .R.§
292.207(a)(1)), or application for Commission certification or recertification (18 C.F.R.
§§ 292.207(b) and (d)(2))):
FERC Form No. 556
XRG-DP 10, LLC
21312007 Page 2of6
Self-certifcation
1 b. Full address of applicant:
1424 Dodge Ave.
Helena, MT 59601
1 c. Indicate the owner(s) of the facilty (including the percentage of ownership held by
any electric utilty or electrc utilty holdii.g company, or by any persons owned by
either) and the operator of the facilty. Additionally, state whether or not any of the non-
electric utilty owners or their upstream owners are engaged in the generation or sale of
electric power, or have any ownership or operating interest in any electric facilties other
than qualifying facilties. In order to faciltate review of the application, the applicant
may also provide an ownership chart identifying the upstream ownership of the facilty.
Such chart should indicate ownership percentages where appropriate.
Exergy Development Group - Idaho, LLC
Exergy Development Group - Idaho, LLC is solely owned by Exergy
Development Group, LLC, a Montana limited liabilty company.
Exergy Development Group, LLC is not comprised of any ownership by a
public or private utilty.
1 d. Signature of authorized individual evidencing accuracy and authenticity of
infoimation provided by applicant: (Note:'A signature on a filing shall constitute a certificate that
(1) the signer has read the filing and knows its contents; (2) the contents are true as stated, to the best
knowledge and belief of the signer; and (3) the signer possesses full power and authority to sign the fiing.
A person submitting a self-certification electronically via eFiIng may use typed characters representing
their name to show that the person has signed the document. See 18 C.F.R. § 385.2005.)
C) 1_~~~-~~~~
2. Person to whom communications regarding the fied information may be addressed:
Name: J. Lars Dorr
Title: Lead Project Engineer, Exergy Technology Concepts, LLC
Telephone number: 208.429.1499
Mailing address:802 W. Bannock, Ste 1200
FERC Form No, 556
XRG.DPlO, LLC
2/2312007 Page 3 of6
Boise, ID 83702
3a. Location of facilty to be certified:
State: Idaho
County: Cassia
City or town: Malta
Street address (ifknown): N/A
3b. Indicate the electric utilties that are contemplated to transact with the qualifying
facilty (if known) and describe the services those electric utilities are expected to
provide:
Pacificorp DBA, Rocky Mountain Power
Indicate utilities interconnecting with the facilty and/or providing wheeling service (18
C.F.R. §§ 292.303(c) and (d)):
Bonnevile Power Administration
Indicate utilties purchasing the useful electric power output (18 C.F.R. §§ 292.101 (b )(2),
292.202(g) and 292.303(a)J:
Pacificorp DBA, Rocky Mountain Power
Indicate utilties providing supplementary power, backup power, maintenance power,
and/or interrptible power service (18 C.F.R. §§ 292.101(b)(3), (b)(8), 292.303(b) and
292.305(b)) :
Bonnevile Power Administration
4a. Describe the principal components of the facilty including boilers, prime movers and
electric generators, and explain their operation. Include transmission lines, transfonners
and switchyard equipment, if included as part of the facilty.
DeWind D8.2, 2.0MW Wind Turbine Generator
Number of units - 5
4b. Indicate the maximum gross and maximum "net electric power production capacity of
FERC Form No. 556
XRG-DP10, LLC
212312007 Page 4of6
the facilty at the point(s) of delivery and show the derivation. (Note: Maximum gross output
is the maximum amount of power that the facility is able to produce, measured at the tenninals of the
generator(s). Maximum net output is maximum gross output minus (I) any auxilary load for devices that
are necessary and integral to the power production process (fans, pumps, etc.), and (2) any losses incurred
from the generator(s) to the point of delivery. If any electric power is consumed at the location of the QF
(or thermal host) for purposes not related to the power production process, such power should not be
subtracted from gross output for purposes of reporting maximum net output here.)
Gross output: 10 MW
Net output: 9 MW
Derivation (assumptions about losses, auxilary load or lack thereof, and calculation of
gross and net output):
10.0% losses including, but not limited to, line losses, icing, availabilty,
waking, turbulence/control, etc.
4c. Indicate the actual or expected installation and operation dates of the facilty, or the
actual or expected date of completion of the reported modification to the facility:
June 2008
4d. Describe the primary energy input (e.g., hydro, coal, oil (18 C.F.R. § 292.202(1)),
natural gas (18 C.F.R. § 292.202(k)J, solar, geothermal, wind, waste, biomass (18 C.F.R.
§ 292.202(a)J, or other). For a waste energy input that does not fall within one of the
categories on the Commission's list of previously approved wast~s, demonstrate that such
energy input has little or no cun'ent commercial value and that it exists in the absence of
the qualifying facility industr (18 C.F.R § 292.202(b)).
1000/0 Wind energy input
5. Provide the average annual hourly energy input in terms of Btu for the following fossil
fuel energy inputs, and provide the related percentage of the total average annual hourly
energy input to the facilty (18 C.F.R § 292.2020)). For any oil or natural gas fuel, use
lower heating value (18 C.F.R § 292.202(m)J:
Natural gas: None
Oil: None
Coal (applicable only to a small power production facilty): None
FERC Form No. 556
XRG-DPIO, LLC
2/2312007 Page 50f6
6. Discuss any particular characteristic of the facilty which the cogenerator or small
power producer believes might bear on its qualifying status.
None
PART B: DESCRIPTION OF THE SMAL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applicants seeking certification as a small power
production facilty. Applicants for certification as a cogeneration facilty may delete Items 7 and 8
from their application, or enter "N/A" at both items.
7. Describe how fossil fuel use wil not exceed 25 percent of the total annual energy input
limit (18 C.F.R §§ 292.202(j) and 292.204(b)). Also, describe how the use of fossil fuel
will be limited to the following purposes to conform to Federal Power Act section
3(17)(B): ignition, stait-up, testing, flame stabilzation, control use, and minimal amounts
of fuel required to alleviate or prevent unanticipated equipment outages and emergencies
directly affecting the public.
N/A
8. If the facility reported herein is not an eligible solar, wind, waste or geothermal
facilty, and if any other non-eligible facilty loèated within one mile of the instant
facilty is owned by any of the entities (or their affiiates) reported in Pait A at item lc
above and uses the same primary energy input, provide the following information about
the other facilty for the purpose of demonstrating that the total of the power production
capacities of these facilties does not exceed 80 MW (18 C.F.R § 292.204(a)J: (See
definition ofan "eligible facility" below. Note that an "eligible facilty" is a specific type of small power
production facility that is eligible for special treatment under the Wind, Waste and Geothermal Power
Production Incentives Act of 1990, as subsequently ame,nded in 199 i, and should not be confused with
facilties that are generally eligible for QF status.)
Facilty name, if any (as reported to the Commission):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
FERC Form No. 556
XRG-DP10, LLC
2/23/2007 Page 6of6
Common primary energy source used as ènergy input:
N/A
Power production capacity (MW):
N/A
An eligible solar, wind, waste or geothermal facilty, as defined in Section 3(17)(E) ofthe
Federal Power Act, is a small power production facilty that produces electric energy
solely by the use, as a primary energy input, of solar, wind, waste or geothermal
resources, for which either an application for Commission certification of qualifying
status (18 C.F.R § 292.207(b)) or a notice of self-certification of qualifying status (18
C.F.R § 292.207(a)) was submitted to the Commission not later than December 31, 1994,
and for which construction of such facilty commences not later than December 31, 1999,
or if not, reasonable dilgence is exercised toward the completion of such facilty, taking
into account all factors relevant to construction of the facilty.
PART C: DESCRIPTION OF THE COGENERATION FACILITY
Items 9 through 15 only need to be answered by applicants seeking certification as a cogeneration
facility. Applicants for certification as a small power production facility may delete Items 9 through
15 from their application, or enter "N/A" at each item.
DELETED
1/0)¡- ')'72. 3C~
RIۯ!RiJlSt1N; &'C1J-IiY. PLL
ATTORNEYS AT LAW
Peter Richardson
Td: 208-938'7901 Fax: [phone]
pc Ic r'i rich 3 idso n. ndolc. iy. com
P.O. Box nl8 Boise. ID 83707 . 5151', 271h 51, Boisc.1D 83702
January 21, 2009
Bruce Griswold
John Younie
825 NW Multnomah
Portland, Oregon 97232
Via overnight delivery
Re: PURPA Contract for XRG-DP-9, LLC
Dear Bruce and John:
I visited with you via e-mail communications a while back regarding a PURP A
agreement for the above reference company. Please consider this to be a follow up
request for an Idaho jurisdictional standard twenty year QF agreement with non-Ievelized
rates. The project will be less than 30 average monthly MW and should therefore qualify
for the Idaho PUC's published rates.
The first operation date is December 31, 2010.
The project is located in Cassia County, Idaho. Estimated production data and a location
map is attached for your review. Also attached is a copy of the FERC Notice of Self
Certification for this project, which together with the map and production data should be
suffcient for you to provide my client with a power purchase agreement. Because the
project wil be interconnect with BP A facilities and deliver to your Brady Substation in
Southern Idaho, there is no need for us to engage Rocky Mountain Power for an
interconnection agreement.
Thank you for your prompt response and please give me a call if you have any questions.
S¡J;la
Pete Richardson
Attorney for XRG-DP-9, LLC
Hour
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Fonn Approved
OMB Control No. i 902-0075
Expires 7/3112009
FERC Form No. 556
18 C.F.R. § .131.80
CERTIFICATION OF QUALIFYING FACILITY STATUS FOR AN EXISTING OR A
PROPOSED SMALL POWER PRODUCTION OR COGENERATION FACILITY
INORMTION ABOUT COMPLIANCE
Compliance with the information collection requirements established by the FERC Fonn No. 556 is
required to obtain and maintain status as a qualifying facilty. See 18 C.F.R. § 131.80 and Par 292.
An agency may not conduct or sponsor, and a perso'n is not required to respond to, a collection of
infonnation unless it displays a currently valid OMB control number.
SUBMITIING COMMNTS ON PUBLIC REPORTING BUREN
The estimated burden for completing FERC Form No. 556, including gathering and reporting
information, is 4 hours for self-certifications and 38 hours for applications for Commission
certification. Send comments regarding this burden estimate or any aspect of this collection of
information, including suggestions for reducing thi~ burden, to the following: Michael Miler, Offce
of the Executive Director (ED-34), Federal Energy Regulatory Commission, 888 First Street NE.,
Washington, DC 20426; and Desk Offcer for FERC, Office of Information and Regulatory Affairs,
Offce of Management and Budget, Washington, DC 20503 (oira_submission(gomb.eop.gov).
Include the Control No. 1902-0075 in any correspondence.
GENERA INSTRUCTIONS
Complete this form by replacing bold text below with responses to each item, as required.
PART A: GENERAL INORMTION TO BE SUBMITTED BY ALL APPLICANTS
la. Full name of applicant: (Note: Applicant is the legal entity submitting this form, not the
individual employee making the fiing. Generally, the Applicant wil be a company, corporation or
organization, unless the facility is owned directly by an individual or individuals.)
XRG-DP9, LLC
Primary Activity: Independent Power. Producer, renewable electrical
generation
Docket Number assigned to the immediately preceding submittal fied with the
Commission in connection with the instant facilty, if any:
none
Purpose of instant fiing (self-certification or self-recertification (18 C.F.R. §
292.207(a)(I)), or application for Commission certification or recertification (18 C.F.R.
§§ 292.207(b) and (d)(2)J):
FERC Fonn No, 556
XRG-DP9, LLC
2/23/2007 Page 2 of6
Self-certifcation
1 b. Full address of applicant:
1424 Dodge Ave.
Helena, MT 59601
1 c. Indicate the owner(s) of the facility (including the percentage of ownership held by
any electric utility or electric utilty holding company, or by any persons owned by
either) and the operator ofthe facilty. Additionally, state whether or not any of the non-
electric utilty owners or their upstream owners are engaged in the generation or sale of
electric power, or have any ownership or operating interest in any electric facilties other
than qualifying facilities. In order to faciltate review of the application, the applicant
may also provide an ownership char identifying the upstream ownership of the facility.
Such chart should indicate ownership percentages where appropriate.
Exergy Development Group - Idaho, LLC
Exergy Development Group - Idaho, LLC is solely owned by Exergy
Development Group, LLC, a Montana limited liabilty company.
Exergy Development Group, LLC is not comprised of any ownership by a
public or private utilty.
Id. Signature of authorized individual evidencing accuracy and authenticity of
information provided by applicant: (Note: A signature on a fiing shall constitute a certificate that
(1) the signer has read the fiing and knows its contents; (2) the contents are true as stated, to the best
knowledge and belief of the signer; and (3) the signer possesses full power and authority to sign the fiing.
A person submitting a self-certification electronically via eFilng may use typed characters representing
their name to show that the person has signed the document. See 18 C.F.R. § 385.2005.)
C) _.A ..-;--2#-.,_,..,~./..
2. Person to whom communications regarding the fied information may be addressed:
Name: J. Lars Dorr
Title: Lead Project Engineer, Exergy Technology Concepts, LLC
Telephone number: 208.429.1499
Mailng address:802 W. Bannock, Ste 1200
FERC Form No. 556
XRG-DP9, LLC
212/2007 Page 3 of6
Boise, ID 83702
3a. Location of facilty to be certified:
State: Idaho
County: Cassia
City or town: Malta
Street address (if known): N/A
3b. Indicate the electric utilties that are contemplated to transact with the qualifying
facilty (if known) and describe the services those electric utilties are expected to
provide:
Pacificorp DBA, Rocky Mountain Power
Indicate utilties interconnecting with the facilty and/or providing wheeling service (18
C.F.R. §§ 292.303(c) and (d)):
Bonnevile Power Administration
Indicate utilties purchasing the useful electric power output (18 C.F.R. §§ 292.iOl(b)(2),
292.202(g) and 292.303(a)):
Pacificorp DBA, Rocky Mountain Power
Indicate utilties providing supplementar power, backup power, maintenance power,
and/or interrptible power service (18 C.F.R. §§ 292.101(b)(3), (b)(8), 292.303(b) and
292.305(b)) :
Bonnevile Power Administration
4a. Describe the principal components of the facilty including boilers, prime movers and
electric generators, and explain their operation. Include transmission lines, transformers
and switchyard equipment, if included as part of the facility.
DeWind D8.2, 2.0MW Wind Turbine Generator
Number of units - 10
4b. Indicate the maximum gross and maximum net electric power production capacity of
FERC Form No. 556
XRG-DP9, LLC
21212007 Page 4of6
the facilty at the point(s) of delivery and show the derivation. (Note: Maximum gross output
is the maximum amount of power that the facilty is able to produce, measured at the terminals of the
generator(s). Maximum net output is maximum gross output minus (1) any auxiliar load for devices that
are necessary and integral to the power production process (fans, pumps, etc.), and (2) any losses incured
from the generator(s) to the point of delivery. If any electric power is consumed at the location of the QF
(or thermal host) for purposes not related to the power production process, such power should not be
subtracted from gross output for purposes of reporting maximum net output here.)
Gross output: 20 MW
Net output: 18 MW
Derivation (assumptions about losses, auxiliary load or lack thereof, and calculation of
gross and net output):
10.00/0 losses including, but not limited to, line losses, icing, availabilty,
waking, turbulence/control, etc.
4c. Indicate the actual or expected installation and operation dates ofthe facilty, or the
actual or expected date of completion of the reported modification to the facilty:
June 2008
4d. Describe the primary energy input (e.g., hydro, coal, oil (18 C.F.R. § 292.202(1)),
natural gas (18 C.F.R. § 292.202(k)), solar, geothermal, wind, waste, biomass (18 C.F.R.
§ 292.202(a)), or other). For a waste energy input that does not fall within one ofthe
categories on the Commission's list of previously approved wastes, demonstrate that such
energy input has little or no current commercial value and that it exists in the absence of
the qualifying facilty industry (18 C.F.R § 292.202(b)).
1000/0 Wind energy input
5. Provide the average annual hourly energy input in terms of Btu for the following fossil
fuel energy inputs, and provide the related percentage of the total average anual hourly
energy input to the facility (18 C.F.R § 292.2020)). For any oil or natural gas fuel, use
lower heating value (18 C.F.R § 292.202(m)J:
Natural gas: None
Oil: None
Coal (applicable only to a small power production facilty): None
FERC Form No, 556
XRG-DP9, LLC
2/2/2007 Page 5 of6
6. Discuss any particular characteristic of the facilty which the cogenerator or small
power producer believes might bear on its qualifying status.
None
PART B: DESCRIPTION OF THE SMAL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applicants seeking certification as a small power
production facilty. Applicants for certification as a cogeneration facility may delete Items 7 and 8
from their application, or enter "N/A" at both items.
7. Describe how fossil fuel use wil not exceed 25. percent of the total annual energy input
limit (18 C.F.R §§ 292.2020) and 292.204(b)). Also, describe how the use of fossil fuel
wil be limited to the following puroses to conform to Federal Power Act section
3(l7)(B): ignition, start-up, testing, flame stabilzation, control use, and minimal amounts
of fuel required to alleviate or prevent unanticipated equipment outages and emergencies
directly affecting the public.
N/A
8. Ifthe facilty reported herein is not an eligible solar, wind, waste or geothermal
facilty, and if any other non-eligible facility located within one mile of the instant
facilty is owned by any of the entities (or their affiiates) reported in Part A at item 1 c
above and uses the same primar energy input, provide the following information about
the other facilty for the purpose of demonstrating that the total of the power production
capacities of these facilties does not exceed 80 MW (18 C.F.R § 292.204(a)): (See
definition of an "eligible facilty" below. Note that an "eligible facility" is a specific type of small power
production facilty that is eligible for special treatment under the Wind, Waste and Geothennal Power
Production Incentives Act of 1990, as subsequently amended in i 991, and should not be confused with
facilties that are generally eligible for QF status.)
Facilty name, if any (as reported to the Commission):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
FERC Form No. 556
XRG-DP9, LLC
2/23/2007 Page 60f6
Common primary energy source used as energy input:
N/A
Power production capacity (MW):
N/A
An eligible solar, wind, waste or geothermal facilty, as'defined in Section 3(17)(E) of the
Federal Power Act, is a small power production facilty that produces electric energy
solely by the use, as a primary energy input, of solar, wind, waste or geotheimal
resources, for which either an application for Commission certification of qualifying
status (1S C.F.R § 292.207(b)) or a notice of self-certification of qualifying status (18
C.F.R § 292.207(a)) was submitted to the Commission not later than December 31, 1994,
and for which construction of such facilty commences not later than December 31, 1999,
or if not, reasonable dilgence is exerciseCl toward the completion of such facilty, taking
into account all factors relevant to construction of the facilty.
PART C: DESCRIPTION OF THE COGENERATION FACILITY
Items 9 through i 5 only need to be answered by applicants seeking certification as a cogeneration
facilty. Applicants for certification as a small power production facilty may delete Items 9 through
i 5 from their application, or enter "N/A" at each item.
DELETED
EXHIBIT A-7
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
January 23 to February 17, 2009 email exchange between James Carkulis, Manager
ofXRG, Collin Rudeen, and Bruce Griswold, Director of Short-Term Origination and
QF Contracts, PacifiCorp C&T.
Page 1 of3
Griswold, Bruce -(Mkt Function)
From: James T. Carkulis (mtli(gin-tch.com)
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce (Mkt Function); Colln Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting
these finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations.
We anticipate having online dates for these projects by 12-December-201 O.
Regards,
James T..Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(PJ 208.336.9793
(fJ 208.336,9431
(ml 406.59,3013
(el mtlit§in-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED. PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above, If the reader of this message is
not the intended recipient. or the employee or agent responsible to deliver it to the intended recipient. you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited, If you have received this communication in errr. please immediately notify us by
telephone. and return the original message to us at the above address via first class, express maiL. Thank you
--- Original Message ---
From: Griswold. Bruce (Mkt Function!
To: Colln Rudeen; James Carkulis ; Lawrence R. Leib
Cc: Younie. John
Sent: Friday, January 23, 2009 3:04 PM
Subject: RE: PURPA contract requests
here is the call in information - the tie is 9AM Mountai and 8AM Pacific.
Bruce Griswold from PacifCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN~ 28 2009 at 8:00 AM
America/os_Angeles. Ifprovided, use the followig password: 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions
provided and enter Mtg ID 121212 when prompted.
Bruce Griswold
PacifiCorp C&T
Page 2 of3
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeen(§gmail.com (mailto:colln.rudeen(ggmail.com) On Behalf Of Colln Rudeen
sent: Friday, Januaiy 23,200912:39 PM
To: Griswold, Bruce tMkt Functon)
Cc: Younie, John; Peter Richardson; James carkulis; lawrence R. leib
Subject: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wedesday next week work for you guys? Pete wil not be on the calL. James and
maybe Lar Leib wil be on the call, in addition to myself
Regards,
Collin
On Thu, Jan 22,2009 at 10:18 AM, Grswold, Bruce fMk Function)
-:Bruce.Griswoldcæpacificorp.com)- wrote:
I Collin
i Thans for the documents. We wil review and schedule a tie to discus all projects next week.
I Purose of the call would be to clarfy the submittals, schedules, and deliverables. Who should we
schedule the call with? We would tentative 100k at Wedesday for a calL.
Iflete wil on the call, we wil schedule to have our attorney also. Thans.
Bruce Griwold
PacifCorp C&T
; 503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeen(§gmail.com (mailto:colln.rudeen(âgmail.com) On Behalf Of Colln Rudeen
Sent: Thursday, Januaiy 22, 2009 7:51 AM
To: Griswold, Bruce tMkt Function); Younie, John
Cc: Peter Richardson; James carkulis
Subject: PURPA contract reques
John and Bruce,
Please see the three attached files, sent at Peter Richardson's request.
Regards,
Page 3 of3
Collin Rudeen
Lead Project Engineer
Exergy TechnoloGY Concepts
802 W Banock, ste 1200
Boise,ID 83702
ph: 208.336.9793
crudeen(fexergydevelopment.com
Ths electronic or prited document contais information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTIERWISE PROTECTED BY
LA W FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of ths message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemiation, distrbution or copyig of ths communcation is strctly
prohibited. If you have received ths communcation in eror, please
imediately notify us by telephone, and retu the origial message to
us at the above address.
Colli Rudeen
Lead Project Engineer
Exergy Technulogy Concepts
802 W Banock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crdeen(fexergydevelopment.com
Ths electronic or prited document contais information which (a) may
be LEGALLY PRIVILEGED, PROPRITARY IN NATU, OR OTIERWISE PROTECTED BY
LAW FROM DISCLOSUR, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of ths message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemation, distrbution or copying of ths communcation is strctly
prohibited. If you have received ths communcation in error, please
immediately notify us by telephone, and retu the original message to
us at the above address.
Case: PAC-E.1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT Á-8
February 25,2009 email exchange between James Carkulis and Bruce Griswold.
Page 1 of4
Griswold, Bruce lMkt Function)
From: James T. Carkulis (mtli~in-tch.coml
Sent: Wednesday, February 25,200912:51 PM
To: Griswold, Bruce (Mkt Function); Collin Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
Sorry to hear about the flu.
You may wish to think about considering the dual 345kV PacifiCorp line from Bridger also to move Jack Ranch
and JR 1 at Midpoint east and west.
At Malta, swaps could occur with BPA since PacifiCorp furnishes the energy for some of the BPA syndication in
the region.
I have all the faith PacifiCorp's expert transmission team wil figure this out.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
E:ergy Development Group, LLC
(PI 208.336.9793
(fJ 208,336,9431
(ml 406.459.3013
(eJ mtlitâin-tch,com
This electronic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distrbution or copying of this communication is strictly prohibited, If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
- Original Message --
From: Griswold. Bruce (Mkt Function!
To: James T. Carkulis; Colln Rudeen; Lawrence R. Leib
Cc: Younie, John
Sent: Wednesday, February 25, 2009 1 :39 PM
Subject: RE: PURPA contract requests
James,
I have been out with the flu so I need to get back on this. Weare lookig at signficant transmission
constraints at Brady and Borah so I am waiting on a final response back from our transmission trader
on our ability to accept and integrate the full amount of your requests at those points. I will have a
response back to you end of ths week.
Broce Griswold
PacifCorp C&T
Page 2 of4
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(Qin-tch.com)
sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce -(Mkt Functon)-; Colln Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contrct request
Bruce:
I believe you have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting
these finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations.
We anticipate having online dates for these projects by 12-December-201 O.
Regards,:
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Socielal Expectations
Exergy Development Group, LLC
(PJ 208.336,9793
(tj 208,336.9431
(mJ 406.459,3013
(e) mtlitCin-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN.NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is Intended only for the use of the Addressee(s) named above, if the reader of this message isnot the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
-- Original Message ~--
From: Griswold, Bruce (Mkt Function!
To: Colln Rudeen; James Carkulis ; Lawrence R. Leib
Cc: Younie, John
Sent: Friday, January 23, 2009 3:04 PM
Subject: RE: PURPA contract requests
here is the call in information - the tie is 9AM Mountain and 8AM Pacific.
Bruce Griswold from PacifCorp ha invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
AmericalLos_Angeles. Ifprovided, use the following password: 121212
To attend a Voice Conference: cali 503-813-5600 (toll free #800-503-3360), follow the instructions
provided and enter Mtg ID 121212 when prompted.
Page 3 of4
Bruce Griswold
PacifiCorp C&T
503~813-52l8 Offce
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeenßigmail.com (mailto:colln.rudeen(êgmail.comJ On Behalf Of Colln Rudeen
sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce tMkt Function)
Cc: Younie, John; Peter Richardson; James Carkulis; Lawrence R. Leib
Subjec: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete wil not be on the call. James and
maybe Lar Leib will be on the calI, in addition to myself.
Regards,
Collin
On Thu, Jan 22,2009 at 10:18 AM, Grswold, Bruce tMk Function)
..Bruce. Griswold(ßacificorp.com:: wrote:
¡ Collin
¡ Thans for the docuents. We wil review and schedule a time to discuss all projects next week.
I Puose of the call would be to clarify the submitts, schedules, and deliverables. Who should we
¡ schedule the call with? We would tentative look at Wednesday for a cal1.
I
I If Pete will on the calI, we wil schedule to have our attorney also. Thans.
¡
I
L Bruce Griswold
i PacifiCorp C&T~
¡ 503-813-5218 Office
¡ 503-702-1445 Cell
¡ 503-813-6260 Fax~
! From: colln.rudeenßigmail.com (mailto:colln.rudeen(egmail.comJ On Behalf Of Colln Rudeen
! sent: Thursday, January 22, 2009 7:51 AM
: To: Griswold, Bruce tMkt Function); Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please see the three attached files, sent at Peter Richardson's request.
Page 4 of4
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Banock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crdeen(ßexergydevelopment.com
Ths electronic or prited document contai information which (a) may
be LEGALLY PRIILEGED, PROPRITARY IN NATU, OR OTHERWISE PROTECTED
BY
LAW FROM DISCLOSUR, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemiation, distrbution or copying of ths communcation is strcty
prohibited. If you have received ths communcation in eror, please
imediately notify us by telephone, and retu the origial message to
us at the above address.
Colln Rudeen
ead Project Engieer
xergy Technology Concepts
802 W Banock, ste 1200
oise, ID 83702
h: 208.336.9793
crdeen exer develo ment.com
. 8 electronic or prited document contains information which (a) may
e LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
A W FROM DISCLOSUR, and (b) is intended only for the use of the
ddressee(s) named above. If the reader of ths message is not the
. tended recipient, or the employee or agent responsible to deliver it
o the intended recipient, you are hereby notified that any
is semiation, distrbution or copying of ths communcation is strctly
rohibited. If you have received ths communcation in error, please
ediately notify us by telephone, and return the original message to
s at the above address.
EXHIBIT Á-9
March 23, 2009 email from Bruce Griswold.
Case: PAC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of4
Griswold, Bruce (Mkt Function)
From: Griswold, Bruce ~Mkt Function)
Sent: Monday, March 23,200910:34 AM
To: James T. Carkulis
Cc: Collin Rudeen; Younie, John
Subject: RE: PURPA contract requests
James,
As a follow-up to your QF requests, we have worked through transmission alteratives at Borah for your
six proposed QF projects. Based on your proposed delivery point to the Borah substation, we only have
import capabilities to our Utah system to serve 10ad from Brady on a fi basis of 23 MW tota. Based
on your requests, we can accommodate a single 20MW project. For a transaction at Borah, Pac would
do redirect of existig Borah reservation to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects. We will need to know which of the
standard projects you would like to proceed with. We are currently preparg a draft intermttent
resource PP A and can provide you the document the end of ths week or first of next week. As you are
aware, new avoided costs have been approved for the standard QF PP A and are published on the Idaho
PUC website.
Let me know if you have questions. I wil forward you the draft PP A as soon as we fish it up.
Bruce Griswold
PacifCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. carkulis (mailto:mtli(§in-tch.com)
sent: Tuesdayi Februaiy 171 2009 5:46 AM
To: Griswoldi Bruce tMkt Functionì; Colln Rudeen; Lawrence R. Leib
Cc: Youniei John
Subject: Re: PURPA contract requests
Bruce:
I believe yoù have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting
these finished quickly.
We are congizant of the fiing by Rocky Mountain Power. but that should interfere with these negotiations.
We anticipate having online dates for these projects by 12-December-201 O.
Regards,
Page 2 of4
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(p) 208.336.9793
(fJ 208.336,9431
(m) 406,459.3013
(e) mtlCâin-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader ofthis message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express mail. Thank you
---- Original Message -----
From: Griswold, Bruce fMkt Function!
To: Colln Rudeen; James Carkulis; Lawrence R. Leib
Cc: Younie, John
Sent: Friday, January 23, 2009 3:04 PM
Subject: RE: PURPA contract requests
here is the call in information - the tie is 9AM Mountain and 8AM Pacific.
Bruce Griswold from PacifCorp has invited you to a Voice Conference (Mtg il 121212) on JAN, 28 2009 at 8:00 AM
AmericalLos_Angeles. Ifprovided, use the followig password: 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions
provided and enter Mtg ID 121212 when prompted.
Bruce Griwold
PacifCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeen(Çgmail.com (mailto:colln.rudeen(§gmail.com) On Behalf Of Colln Rudeen
sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce -(Mkt Functionì
Cc: Younie, John; Peter Richardson; James carkulis; Lawrence R. Leib
Subject: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the calL. James and
maybe Larr Leib wil be on the call, in addition to myself.
Regards,
Collin
Page 3 of4
On Thu, Jan 22,2009 at 10:18 AM, Griswold, Bruce tMk Function)
-:Bruce.GriswoldCiacificorp.com:: wrote:
L Collin
1 Thans for the documents. We will review and schedule a time to discuss all projects next week.
I Puose of the call would be to clarify the submittals, schedules, and deliverables. Who should we
¡ schedule the call with? We would tentative 100k at Wednesday for a calL.
j If Pete wil on the calI, we wil schedule to have our attorney also. Thans.
j
¡ Bruce Griswold
¡ PacifiCorp C&T
¡ 503-813-5218 Offce
¡ 503-702-1445 Cell
I 503-813-6260 Fax
.;
~
\ From: colln.rudeenßigmail.com (mailto:colln.rudeenßigmail.com) On Behalf Of Colln Rudeen
I Sent: Thursday, January 22, 2009 7:51 AM
ì To: Griswold, Bruce tMkt Function); Younie, John
iCc: Peter Richardson; James Carkulis
L Subjec: PURPA contract requests
i
! John and Bruce,
,
j Please see the thee attached files, sent at Peter Richardson's request.
j
1 Regards,
j Collin Rudeen
1 Lead Project Engieer
1 Exergy Technology Concepts
¡ 802 W Banock, ste 1200
¡ Boise, ID 83702
I ph: 208.336.9793
L crdeenCIexergydevelopment.com
; This electronic or printed document contais information which (a) may
¡ be LEGALLY PRIVILEGED, PROPRIETARY IN NATU, OR OTHERWISE PROTECTED
'BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of ths message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
, dissemiation, distrbution or copying of ths communication is strctly
oj prohibited. If
you have received this communcation in eror, please
Page40f4
imediately notify us by telephone, and retu the origial message to
us at the above address.
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Banock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crdeen(ßexergydevelopment.com
Ths electronic or prited document contais information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSUR, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of ths message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemiation, distrbution or copyig of ths communcation is strctly
prohibited. If you have received ths communcation in eror, please
imediately notify us by telephone, and retu the origial message to
us at the above address.
EXHIBIT A-tO
April 1, 2009 email from James Carkulis.
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of4
Griswold, Bruce (Mkt Function)
From: James T. Carkulis (mtli~in-tch.com)
Sent: Wednesday, April 01, 2009 3:39 PM
To: Griswold, Bruce ~Mkt Function)
Cc: Colln Rudeen; Younie, John
Subject: Re: PURPA contract requests
Bruce:
Let's move forward on a 20 MW project until we figure out the rest. Let's use XRG-DP 10 for now as the project.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Mergíng Free Market Príncíples wíth Societal Expectations
Exergy Development Group, LLC
(PJ 208.336.9793
(fj 208,336.9431
(mJ 406.459.3013
(eJ mtli(iin-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW.FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above,lfthe reader of this message isnot the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distnbution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
--- Original Message ----
From: Griswold, Bruce fMkt Functionl
To: James 1. Carkulis
Cc: Colln Rudeen; Younie, John
Sent: Monday, March 23, 2009 11 :34 AM
Subject: RE: PURPA contract requests
James,
As a follow-up to your QF requests, we have worked though transmission alternatives at Borah for
your six proposed QF projects. Based on your proposed delivery point to the Borah substation, we
only have import capabilities to our Utah system to serve load from Brady on a firm basis of23 MW
total. Based on your requests, we can accommodate a single 20MW project. For a transaction at
Borah, Pac would do redirect of existing Borah reservation to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects. We wil need to know which of the
standard projects you would like to proceed with. We are curently preparng a draft intermittent
resource PP A and can provide you the document the end of ths week or fist of next week. As you
are aware, new avoided costs have been approved for the standard QF PP A and are published on the
Idaho PUC website.
Let me know if you have questions. I wil forward you the draft PP A as soon as we finish it up.
Page 2 of4
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(§in-tch.comJ
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce \Mkt Function); Colln Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting
these finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations.
We anticipate having online dates for these projects by 12-December-201 O.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
fpJ 208.336.9793
(f) 208,336,9431
(mJ 406.459.3013
reJ mtliCãin-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to
the intended recipient, you are hereby notified that any dissemination,distribution or copying of this communication is strictly prohibited, If you have received this communication in error, please immediately notif us by
telephone, and retum the original message to us at the above address via first class, express maiL. Thank you
---- Original Message ---
From: Griswold, Bruce fMkt Function)
To: Collin Rudeen; James Carkulis ; Lawrence R. Leib
Cc: Younie, John
Sent: Friday, January 23, 2009 3:04 PM
Subject: RE: PURPA contract requests
here is the call in information - the time is 9AM Mountain and 8AM Pacific.
Bruce Griswold from PacifCorp has invited you to a Voice Conference (Mtg il 121212) on JAN, 28 2009 at 8:00 AM
AmerlcalLos_Angeles. Ifprovided, use the following password: 121212
To attend a Voice Conference: Call 503-813-5500 (toll free #800-503-3360), follow the instuctions
provided and enter Mtg ID 121212 when prompted.
Page 3 of4
Bruce Griswold
PacifCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeenc.gmail.com (mailto:colln.rudeen(Qgmail.comJ On Behalf Of Colln RudeenSent: Friday, January 23, 2009 12:39 PM .
To: Griswold, Bruce -tMkt Function)-
Cc: Younie, John; Peter Richardson; James Carkulis; Lawrence R. Leib
Subject: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete wil not be on the calL. James and
maybe Lar Leib will be on the call, in addition to myself.
Regards,
Colln
On Thu, Jan 22, 2009 at 10:18 AM, Grswold, Bruce tMk Function)
..Bruce. Griswold~paci:fcorp.com)o wrote:
¡ Colln.
. ¡ Thanks for the documents. We wil review and schedule a time to discuss all projects next week.
I Puose of the calI would be to clarfy the submittals, schedules, and deliverables. Who should we
¡ schedule the call with? We would tentative look at Wednesday for a call.
I If Pete wil on the call, we wil schedule to have our attorney also. Thans.
~
l
I Bruce Griswold
I PacifCorp C&T
~ 503-813-5218 Offce
¡ 503-702-1445 Cell
¡ 503-813-6260 Fax
,
j From: colln.rudeenc.gmail.com (mailto:colln.rudeen(âgmail,comJ On Behalf Of Colln Rudeen
¡ sent: Thursday, January 22, 2009 7:51 AM
. To: Griswoldi Bruce tMkt Function)-; Younie, John
! Cc: Peter Richardson; James Carkulis
¡ Subject: PURPA contract requests
John and Bruce,
.Page 4 of4
Please see the thee attached files, sent at Peter Richardson's request.
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crdeen(fexergydevelopment.com
Ths electronic or printed document contais inormation which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED
BY
LAW FROM DISCLOSUR, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of ths message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distrbution or copying of ths communcation is strctly
prohibited. If you have received ths communcation in error, please
imediately notify us by telephone, and retu the origial message to
us at the above address.
's electronic or prited document contais inormation which (a) may
e LEGALLY PRIVILEGED, PROPRIETARY IN NATU, OR OTHERWISE PROTECTED BY
A W FROM DISCLOSUR, and (b) is intended only for the use of the
ddressee(s) named above. If the reader of ths message is not the
. ntended recipient, or the employee or agent responsible to deliver it
o the intended recipient, you are hereby notified that any
dissemination, distrbution or copying of ths communcation is strctly
rohibited. If you have received ths communication in eror, please
ediately notify us by telephone, and retu the origial message to
s at the above address.
EXHIBIT A-tt
April 1, 2009 email from Bruce Griswold.
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of5
Griswold, Bruce (Mkt Function)
From: Griswold, Bruce \Mkt Functionl
Sent: Wednesday, April 01, 20093:46 PM
. To: James T. Carkulis
Cc: Colln Rudeen; Younie, John
Subject: RE: PURPA contract requests
James, very good. We are currently preparg a tempI ate Idaho MAG agreement with the new pricing,MAG and other Order changes. Since this is an off-system PPA, we have a few additional changes. We
wil fill in data on the XRG-DP 10 project and should have it out for your review early next week.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(Qin-tch.comJ
sent: Wednesday, April 01, 20093:39 PM
To: Griswold, Bruce tMkt Function!
Cc: Colln Rudeen; Younie, John
Subject: Re: PURPA contract requests
Bruce:
Let's move forward on a 20 MW project until we figure out the rest. Let's use XRG-DP 10 for now as the project.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(Pj 208,336.9793
ffl 208,336,9431
(mj 406,459.3013
(ej mtllfin-tch,com
This electronic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
1--- Original Message --
From: Griswold, Bruce fMkt Function)
To: James T. Carkulis
Page 2 of5
Cc: Collin Rudeen; Younie. John
Sent: Monday, March 23, 2009 11 :34 AM
Subject: RE: PURPA contract requests
James,
As a follow-up to your QF requests, we have worked though transsion alteratives at Borah for
your six proposed QF projects. Based on your proposed deliver point to the Borah substation, we
only have import capabilities to our Utah system to serve load from Brady on a firm basis of23 MW
total. Based on your requests, we can accommodate a single 20MW project. For a transaction at
Borah, Pac would do redirect of existig Borah reseration to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects. We wil need to know which of the
standard projects you would like to proceed with. We are curently preparng a draft intermttent
resource PPA and can provide you the document the end of ths week or fist of next week. As you are
aware, new avoided costs have been approved for the standard QF PP A and are published on the Idaho
PUC website.
Let me know if you have questions. I will forward you the draft PPA as soon as we finish it up.
Bruce Griwold
PacifCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(§in-tch.com)
sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce -(Mkt Functon!; Collin Rudeen; lawrence R. leib
Cc: Younie, John
Subject: Re: PURPA contract requess
Bruce:
I believe you have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting
these finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should intenere with these negotiations.
We anticipate having online dates for these projects by 12-December-201 O.
Regards.
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(pJ 208.336.9793
(fJ 208.336.9431
(mJ 406.459,3013
(eJ mllit1in-tch,com
Page 3 of5
This electronic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. Ifthe reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
----- Original Message ----
From: Griswold, Bruce fMkt Function)
To: Colln Rudeen; James Carkulis ; Lawrence R. Leib
Cc: Younie, John
Sent: Friday. January 23, 2009 3:04 PM
Subject: RE: PURPA contract requests
here is the call in information - the time is 9AM Mountain and8AM Pacific.
Bruce Griswold from PacifCorp has invited you to a Voice Conference (Mtg il 121212) on JAN, 282009 at 8:00 AM
AmericalLos_Angeles. If provided, use the followig password: 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instuctions
provided and enter Mtg ID 121212 when prompted.
Bruce Griswold
PacifCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeen(âgmail.com (mailto:colln.rudeen(Qgmail.com) On Behalf Of Collin Rudeen
Sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce -(Mkt Functionì
Cc: Younie, John; Peter Richardson; James Carkulis; Lawrence R. Leib
Subjec: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete wil not be on the calL. James
and maybe Lar Leib wil be on the call, in addition to myself.
Regards,
Colln
On Thu, Jan 22, 2009 at 10: 18 AM, Grswold, Bruce tMk Function 1
":Bruce.Griswold(ßacificorp.com~ wrote:
! Collin
¡ Thanks for the documents. We wil review and schedule a time to discuss all projects next week.
i Purose of the call would be to clarfy the submittals, schedules, and deliverables. Who should we
¡ schedule the call with? We would tentative look at Wednesday fora calL.
Page 4 of5
If Pete wil on the call, we will schedule to have our attorney also. Thans.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeen(ãgmail.com (mailto:colln.rudeen(ãgmail.com) On Behalf Of Colln Rudeen
Sent: Thursday, January 22, 2009 7:51 AM
To: Griswold, Bruce ~Mkt Function); Younie, John
Cc: Peter Richardson; James Carkulis
. Subject: PURPA contract requests
John and Bruce,
Please see the thee attached files, sent at Peter Richardson's request.
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Banock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeenC,exergydevelopment.com
Ths electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATUR, OR OTIERWISE PROTECTED
BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of ths message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemiation, distrbution or copying of ths communcation is strctly
prohibited. If you have received ths communcation in eror, please
imediately notify us by telephone, and retu the origial message to
us at the above address.
Page 5 of5
C01ln Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Banock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeen(fexergydeve1opment.com
Ths electronic or printed document contais information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSUR, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of ths message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemiation, distrbution or copying of ths communcation is strctly
prohibited. If you have received ths communcation in eror, please
imediately notify us by telephone, and retu the origial message to
us at the above address.
EXHIBIT A-12
April 17, 2009 email from James Carkulis.
Case: P AC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 ofl
Griswold, Bruce (Mkt Functionl
From: James T. Carkulis (mtli(fin-tch.com)
Sent: Friday, April 17, 20095:39 AM
To: Griswold, Bruce rMkt Functionì
Subject: Contract
Bruce:
XRG is presently looking forward to receiving the draft. However, in your message of a couple of weeks ago, J
would like to explore how the new line going to SLC wil assist our requests, along with the notion of the other
projects going to Midpoint and tying into the twin 345kV system from Jim Bridger, Jack Ranch and JR1 moving to
your system via the Midpoint/Humboldt line or tying into the twin 345kV lines at Midpoint.
I do think it appropriate we proceed with all of these contracts at this time. We would like to accelerate the
process of the first 20-23 MW of availability right now. J wil check with Colln which XRG-DP project, but I suspect
it is XRG-DP7.
Thank you.
Regards,
James T. Carkulis
Case: PAC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-13
April 17 to April 18, 2009 email exchange between James Carkulis and Bruce
Griswold.
Page 1 of2
Griswold, Bruce (Mkt Function)
From: James T. Carkulis (mtlicæin-tch.com)
Sent: Saturday, April 18, 200911 :30 AM
To: Griswold, Bruce (Mkt Function)
Subject: RE: Contract
Bruce:
Thanks. I still think it is prudent to proceed with the balance of the contracts we agreed to back in January and
then figure our if any transmission issues cannot be resolved.
As with the latest Ridgeline announcement, XRG believes there shall be a considerable hi-jacking of renewable
to CA and the SW over the next few years. We would prefer to work with our local utilities with projects that
avoid any controversy.
Furthermore, with the introduction of our Zilo turbine(300 kW to 2.5 MW) with integrated energy storage (xxx
kW x 16 hours) scheduled for commercial deployment commencing in 2011, we believe that distributed
generation may fill a portion of the RES which shall be dictated from DC in the next 12 months.
Regards,
James T. Carkulis
From: Griswold, Bruce tMkt Functon) (mailto:Bruce.Griswold(QPacifiCorp.com)
Sent: Friday, April 17, 2009 10:05 AM
To: James T. Carkulis
Subject: RE: Contract
James, I sent your request over to our transmission traders to evaluate. I am fishing up the draft PP A -
there were some changes our attorneys missed from the recent orders - and will forward to you next
week.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(Qin~tch.com)
Sent: Friday, April 17, 2009 5:39 AM
To: Griswold, Bruce -(Mkt Fl.nction)
Subject: Contract
Page 2 of2
Bruce:
XRG is presently looking forward to receiving the draft. However, in your message of a couple of weeks ago, I
would like to explore how the new line going to SLC wil assist our requests, along with the notion of the other
projects going to Midpoint and tying into the twin 345kV system from Jim Bridger, Jack Ranch and JR1 moving to
your system via the MidpoinUHumboldt line or tying into the twin 345kV lines at Midpoint.
I do think it appropriate we proceed with all of these contracts at this time. We would like to accelerate the
process of the first 20-23 MW of availabilty right now. I wil check with Collin which XRG-DP project, but I suspect
it is XRG-DP7.
Thank you.
Regards,
James T. Carkulis
- - - - -- - - - --- - -- - - - - - - - -- - - -- - -- ---- -- ---- - - - -- - - - ---- --- ---- -- - - ---- - - -- - - - - --
This email is confidential and may be legally privileged.
It is intended solely for the addressee. Access to this emil by anyone else, unless
If you are not the intended recipient, any disclosure, copying, distribution or any
= =========================== ===================== =============================
EXHIBIT A-14
May 11,2009 email from James Carkulis.
Case: PAC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of 1
Griswold, Bruce (Mkt Function)
From: James T. Carkulis (mtlicæin-tch.com)
Sent: Monday, May 11, 2009 5:35 AM
To: Griswold, Bruce rMkt Function)
Subject: contracts
Bruce:
In January, PacifiCorp agreed the strategy with XRG was to have all 6 contract requests before the IPUC by the
end of ApriL. To date, not one draft has beeh tendered by PacifiCorp. We realize these are exciting times and all
are very busy, but all the Aurora work should have been accomplished on JR1 and Jack Ranch by now, the 4
drafts on XRG-DP 7 thru 10 should be in our hands for review.
We would appreciate if we could receive these contracts for review and comment to move to execution.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(P) 208,336,9793
¡tl 208,336.9431
(m) 406.459.3013
(e) mtl(âin-tch ,com
This electronic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY lAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notif us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-I5
May 11, 2009 email with attachments including draft power purchase agreement
from Bruce Griswold.
Page 1 of2
Griswold, Bruce (Mkt Function)
From: Griswold, Bruce íMkt Function)
Sent: Monday, May 11,20094:26 PM
To: James T. Carkulis
Cc: Younie, John; Ken Kaufmann
Subject: RE: contracts
Attachments: 11 May09 draft Idaho MAG PPA.doc; Re: PURPA contract requests
James
Please find the attached draft Idaho standard QF PP A to be used for a wind project. It should include all
the recent Idaho commission orders. It does not include Addendum W which is the bolt-on addendum
for an off-system project deliverig to PacifiCorp. I wil send that separately. Per our last
communication (attached), we indicated PacifiCorp does not have sufficient transmission at Borah or
Brady to accept any project greater than 23MW and you selected one project, XRG-DP 10, that would
be developed into a PP A. Please provide a redline to ths document with your proposed changes for
discussion. If you or your team, have questions on the PP A, please calL.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(gin-tch.com)
sent: Monday, May 11, 2009 5:35 AM
To: Griswold, Bruce -(Mkt Functon)
Subject: contract
Bruce:
In January, PacifiCorp agreed the strategy with XRG was to have all 6 contract requests before the IPUC by the
end of ApriL. To date, not one draft has been tendered by PacifiCorp. We realize these are exciting times and all
are very busy, but all the Aurora work should have been accomplished on JR1 and Jack Ranch by now, the 4
drafts on XRG-DP 7 thru 10 should be in our hands for review.
We would appreciate if we could receive these contracts for review and comment to move to execution.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(PJ 208.336,9793
(fJ 208.336,9431
(mJ 406.459,3013
(eJ mtli(gin-tch,com
Page 2 of2
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PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above, If the reader ofthis message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
From: "James T. Carkulis" -emtli(gin-tch.com~
Re: PURPA contract requests
April 1, 2009 3:38:38 PM PDT
To: "Griswold, Bruce (Mkt Functionl" -eBruce.Griswold(gPacifiCorp.com~
"Colln Rudeen" -ecrudeen(gexergydevelopment.com~, "Younie, John" -eJohn.Younie(gPacifiCorp.com~
Bruce:
Let's move forward on a 20 MW project until we figure out the rest. Let's use XRG-DP 10 for now as the project.
Thank you,
Regards,
James T, Carkulis
Confidential & Proprietary
SUCCC$Sfu!ll Merging Free
Exergy Development Group, LLC
(pJ 208.336.9793
(fJ 208.336,9431
(ml 406.459.3013
(el mtl(1in-tch.com
This electronic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY LAW FROM
DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the intended recipient, or the employee or agent
responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have
received this communication in error, please immediately notify us by telephone, and return the original message to us at the above address via first class, express maiL. Thank you
To: James T, Carkulis
Cc: Collin Rudeen; Younie, John
Sent: Monday, March 23, 2009 11 :34 AM
Subject: RE: PURPA contract requests
James,
As a follow-up to your OF requests, we have worked through transmission alternatives at Borah for your six
proposed OF projects. Based on your proposed delivery point to the Borah substation, we only have
import capabilties to our Utah system to serve load from Brady on a firm basis of 23 MW total. Based on your
requests, we can accommodate a single 20MW project. For a transaction at Borah, Pac would do redirect of
existing Borah reservation to Brady to faciltate a 23MW transaction.
From your project submittals, you have four standard OF projects. We wil need to know which of the standard
projects you would like to proceed with. We are currently preparing a draft intermittent resource PPA and can
provide you the document the end of this week or first of next week. As you are aware, new avoided costs have
been approved for the standard OF PPA and are published on the Idaho PUC website.
Let me know if you have questions. I wil forward you the draft PPA as soon as we finish it up.
Bruce Griswold
PacifiCorp C& T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
," - ~
From: James T. Carkulis (mailto:mtlíß!in-tch.coml
sent: Tuesday, February 17, 20095:46 AM
To: Griswold, Bruce tMkt Function); Colln Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses,
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these finished quickly,
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations,
We anticipate having online dates for these projects by 12-December-2010,
Regards,
James T, Carkulis
Confidential & Proprietary
SUCU:fSSfurry Merging Free Market P¡lncip!0S with $oôctai Expecl8ticms
Exergy Development Group, LLC
(pJ 208.336,9793
(I) 208,336.9431
(mJ 406.459.3013
rej mtli1in-tch.com
This electronic or printed document contains Information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY LAW
FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the Intended recipient, or the employee or
agent responsible to deliver It to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited, If you
have reæived this communication In error, please immediately notify us by telephone, and return the original message to us at the above address via first etass, express malL.
Thank. you
To: Colln Rudeen; James Carkulis ; Lawrence R, Leib
Cc: YounÎe, John
Sent: Friday, January 23, 20093:04 PM
Subject: RE: PURPA contract requests
here is the call in information - the time is gAM Mountain and 8AM Pacific,
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
America/Los_Angeles. If provided, use the following password: 121212
To attnd a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and enter Mtg ID
121212 when prompted.
Bruce Griswold
PacifiCorp C& T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: colln.rudeenßPgmail.com (mailto:colln.rudeen\9gmail.coml On Behalf Of Colln Rudeen
sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce tMkt Function)
Cc: Younie, John; Peter Richardson; James Carkulis; Lawrence R. Leib
Subject: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete wil not be on the call. James and maybe
Larry Leib wil be on the call, in addition to myself.
Regards,
Colln
On Thu, Jan 22,2009 at 10:18 AM, Griswold, Bruce (Mkt Function).:Bruce,Griswold(9pacificorp.com:: wrote:
Colln
Thanks for the documents. We will review and schedule a time to discuss all projects next week. Purpose of
the call would be to clarify the submittals, schedules, and deliverables. Who should we schedule the call
with? We would tentative look at Wednesday for a calL.
If Pete will on the call, we will schedule to have our attorney also. Thanks.
Bruce Griswold
PacifiCorp C& T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: collin.rudeenKìgmail.com (mailto:colln.rudeen(êgmail.com) On Behalf Of Colln Rudeen
Sent: Thursay, January 22, 2009 7:51 AM
To: Griswold, Bruce ~Mkt Function); Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please see the three attached fies, sent at Peter Richardson's request.
Regards,
Colln Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeen(9exergydevelopment,com
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeen(§exergydevelopment,com
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
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to the intended recipient, you are hereby notified that any
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prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
DRAFT
TIDS WORKG DRA DOES NOT CONSTITUTE A BINING OFFER, SHAL NOT FORM THE
BASIS FOR AN AGREEMENT BY ESTOPPEL OR OTHERWISE, AN IS CONDITIONED UPON EACH
PARTY'S RECEIPT OF ALL REQUID MANAGEMENT APPROVALS (INCLUDING FIAL CREDIT
AN LEGAL APPROVAL) AN ALL REGULATORY APPROVALS. AN ACTIONS TAKEN BY A
PARTY IN RELIACE ON THE TERMS SET FORTH IN TIDS WORKG DRA OR ON STATEMENTS
MADE DURG NEGOTIATIONS PURSUANT TO TIDS WORKG DRA SHAL BE AT THAT
PARTY'S OWN RISK. UNTIL TIDS AGREEMENT IS NEGOTIATED, APPROVED BY MANAGEMENT,
SIGNED, DELIVRED AN APPROVED BY ALL REQUID REGULATORY BODIES, NO PARTY
SHAL HAVE AN OTHR LEGAL OBLIGATIONS, EXPRESSED OR IMPLIED, OR ARSING IN AN
OTHER MANER UNER THIS WORKG DRAT OR IN THE COURE OF NEGOTIATIONS.
POWER PURCHASE AGREEMENT
BETWEN
(a non-fueled, Intermttent Resource with Mechancal Availability Guarantee, Idaho
Qualifyg Facility-1 OaM /Month or less)
AN
PACIFICORP
Section 1: Defitions ..... ....................................... ....... ....................................... ................1
Secton 2: Term, Commercial Operation Date ....................................................................8
Section 3: Representations and Waranties .......................................................................10
Section 4: Delivery of Power; Availability Guaranty .......................................................12
Section 5: Puchase Prices......... .................... ................ ..... ............................................. ..14
Section 6: Operation and Control........................ ........................... ...................................16
Section 7: Motive Force ....................................................................................................20
Secton 8: Generation Forecasting Costs...........................................................................21
Section 9: Metering; Report and Records ........................................................................21
Section 10: Bilings, Computations and Payments............................................................23
Section 11: Securty. ............. ..... ............................................... .............................. .......... .24
Section 12: Defaults and Remedies ...................................................................................25
Section 13: Indemnfication...............................................................................................27
Section 14: Liability and Insurance...................................................................................28
Section 15: Force Majeure.................................................................................................30
Section 16: Several Obligations ........................................................................................31
Section 17: Choice of Law ................................................................................................31
Section 18: Parial Invalidity .............................................................................................31
Section 19: Waiver ............................................................................................................32
Section 20: Governental Jursdiction and Authorizations..............................................32
Section 21: Successors and Assigns ..................................................................................32
Section 22: Entire Agreement............................................................................................32
Section 23: Notices............................................................................................................32
1
DRAFT
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT, entered into ths day of , 20_,is between (Seller's name), an (Seller's
state of incorporation) (corporation, parership, or limted liability company)
(the "Seller") and PacifiCorp, an Oregon corporation actig in its merchant fuction capacity
("PacifCorp"). Seller and PacifiCorp are referred to collectively as the "Parties" and
individuallyas a "Part".
RECITALS
A. Seller intends to constrct, own, operate and maitai a
(state tye of facility) faciity for the generation of
electc power located in (City, County) with an expected
Facility Capacity Ratig of -kilowatts (kW) ("Facilty").
B. Seller intends to operate the Facility as a Qualifyg Facility; as such ter is
defied in Section 1.50 below.
C. Seller estimates that the average anual Net Output to be delivered by the Facility
to PacifiCorp is kilowatt-hours (kWh) ("Average Annual Net Output') pursuant
to the monthy Energy Deliver Schedule in Exhbit D hereto, which amount of energy
PacifiCorp will include in its resource planng.
D. PacifiCorp intends to designate Seller's Facility as a Network Resource for the
puroses of serving Network Load.
E. Ths Agreement is a ''New QF Contract" under the PacifiCorp Inter-Jursdictional
Cost Allocation Revised Protocol and, as such, the costs of QF energy under ths Agreement
shall be allocated as a system resource uness any portion of those costs exceeds the cost
PacifiCorp would have otherse incured acquirig comparable resources. In that event, the
Revised Protocol assigns those excess costs on a situs basis to the state in which the Facility is
located. In addition, for the puroses of inter-jursdictonal cost allocation, PacifiCorp represents
that the costs of this Agreement do not exceed the costs PacifiCorp would have otherwise
incured acquirg resources in the market that are defined as "Comparable Resources" in
Appendix A to the Inter-Jurisdictional Cost Allocation Revised Protocol. For the purposes of
inter-jursdictional cost allocation, PacifiCorp represents that the costs and revenues from the
energy and capacity sold to Seller by PacifiCorp will be assigned on a situs basis to the state to
which Net Output from the Facility is delivered.
F. Seller U has U has not authorized Transmission Provider to reI ease generation
data to PacifiCorp. If yes, the authoriation is attched as Exhibit H.
NOW, THEREFORE, the Pares mutually agree as follows:
SECTION 1: DEFIITIONS
When used in ths Agreement, the following terms shall have the following meangs:
1
DRAFT
1.1 "As-built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completion of construction of the Facility, accurately describing the completed
Facility.
1.2 "Avaihibilty" mean, for any Biling Period, the ratio, expressed as. a
percentage, of (x) the aggregate sum of the tubine-miutes in which each of the Wind
Turbines at the Facility was available to generate at the Maxium Facility Delivery Rate
during the Biling Period over (y) the product of the number of Wind Turbines that comprise
the Facilty Capacity Rating as of Commercial Operation multiplied by the number of minutes
in such Contract Year. A Wind Turbine shall be deemed not available to operate durig
miutes in which it is (a) in an emergency, stop, service mode or pause state; (b) in "ru"
status and faulted; or (c) otherwise not operationa or capable of deliverig at the Maximum
Facilty Delivery Rate to the Point of Delivery; unless if unavailable due solely to (i) a default
by PacifiCorp; (ii) a curtailment in accordance with Section 6.2.1 or Section 6.2.2(b) or (d);
or (ii) inufficient wind (including the normal amount of time required by the generating
equipment to resume operations following a period when wind speed is below the Cut-In Wind
Speed).
1.3 "Billg Period" means the time period between PacifiCorp's reading of its
power purchase meter at the Facility and for ths Agreement shall coincide with calendar
months.
1.4 "Commercial Operation" means that not less than the 90% of the expected
Facility Capacity Rating is fuly operational and reliable and the Facility is fully
interconnected, fully integrated, and synchronied with the System, all of which shall be
Seller's responsibility to receive or obtain, and which occurs when all of the following events
(i) have occurred, and (ii) remain simultaneously true and accurate as of the date and moment
on which Seller gives PacifiCorp notice that Commercial Operation has occured:
1.4.1 PacifCorp has received a certificate addressed to PacifiCorp from
a Licensed Professional Engineer (a) stating the Facility Capacity Rating of the Facility
at the anticipated time of Commercial Operation and (b) stating that the Facilty is able
to generate electric power reliably in amounts required by this Agreement and in
accordance with all other terms and conditions of this Agreement.
1.4.2
with Exhibit E.
Start-Up Testig of the Facilty has been completed in accordance
1.4.3 PacifiCorp has received a certificate (attached hereto as Exhibit I)
addressed to PacifiCorp from a Licensed Professional Engineer, an attorney in good
standing in Idaho, or a letter from Transmission Provider, stating that, in accordance
with the Generation Interconnection Agreement, all required interconnection facilities
have been constructed, all required interconnection tests have been completed and the
Facility is physically interconnected with the System in conformance with the
Generation Interconnection Agreement and able to deliver energy consistent with the
2
DRAFT
terms of ths Agreement, and the Facilty is fully integrated and synchronied with the
System.
1.4.4 PacifiCorp has received a certficate addressed to PacifiCorp from
a Licensed Professional Engineer, or an attorney in good stading in Idaho, stating that
Seller has obtaed all Requied Facility Documents and, if requested by PacifiCorp in
writing, Seller shall have provided copies of any or all such requested Required
Facilty Documents.
1.4.5 Seller has complied with the securty requirements of Section 11.
Seller shall provide wrtten notice to PacifiCorp stating when Seller believes that the Facility has
achieved Commercial Operation and its Facility Capacity Ratig accompaned by the certficates
described above. PacifiCorp shal have ten days afer receipt either to confi to Seller that alI
of the conditions to Commercial Operation have bee satisfied or have occued, or to state with
specificity what PacifiCorp reasonably believes has not been satisfied. If, with such ten day
period, PacifiCorp does not respond or notifies Seller confirmng that the Facility has achieved
Commercial Operation, the origial date of receipt of Seller's notice shall be the Commercial
Operation Date. IfPacifiCorp notifies Seller with such ten day perod that PacifiCorp believes
the Facility has not achieved Commercial Operation, Seller must address the concers stated in
PacifiCorp's notice to the mutual satisfaction of both Paries, and Commercial Operation shall
occur on the date of such satisfaction, as specified in a notice from PacifiCorp to Seller. If
Commercial Operation is achieved at less than one hundred percent (100%) of the expected
Facility Capacity Rating, Seller shall provide PacifiCorp an expected date for achievig the
expected Facility Capacity Ratig, and the Facility Capacity Rating on that date shall be the fial
Facility Capacity Ratig under ths Agreement. In no event will delay in achieving the expected
Facility Capacity Ratig beyond the Commercial Operation Date postpone the Expiration Date
specified in Section 2.1.
1.5 "Commercial Operation Date" mean the date the Facility first achieves
Commercial Operation.
1.6 "Commsion" mean the Idaho Public Utilties Commssion.
1.7 "Conformg Energy" mean al Net Energy except Non-Conformg Energy
and Inadvertent Energy.
1.8 "Conformng Energy Puchase Prce" mean the applicable price for
Conformg Energy and capacity, specified in Section 5.1.
1.9 "Contract Year" mean a twelve (12) month period commencing at 00:00 hours
Mountain Prevailng Time ("MPT") on January 1 and ending on 24:00 hours MPT on
December 31; provided, however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last
Contract Year shall end on the Expiration Date, uness earlier termted as provided herein.
3
DRAFT
1.10 "Curtailment Energy" shall have the meanig set fort in Section 6.2.1 of this
Agreement.
1.11 "Cut-in Wind Speed" mean the wind speed at which a stationary wind turbine
begin producing Net Energy, as specified by the tubine manufacturer and set fort in
Exhbit A.
1.12 "Delay Liquidated Damages", "Delay Period", "Delay Price" and "Delay
Volume" shall have the meangs set fort in Section 2.3 of this Agreement. "Delay
Security" shall have the meang set fort in Section 11.1.1 of this Agreement.
1.13 "Default Security" shall have the meang set fort in Section 11.2 of ths
Agreement.
1.14 "Effective Date" shall have the meang set fort il Section 2.1 of this
Agreement.
1.15 "Energy Delivery Schedule" shall have the meang set fort in Section 4.3 of
ths Agreement.
1.16 "Environmental Attributes" mean any and al claims, credits, benefits,
emissions reductions, offsets, and alowances, howsoever entitled, resulting from the
avoidance of the emission of any gas, chemical, or other substance to the air, soil or water,
which are deemed of value by PacifiCorp. Environmental Attibutes include but are not
limted to: (1) any avoided emissions of pollutants to the air, soil, or water such as (subject to
the foregoing) sulfu oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and other
pollutants; and (2) any avoided emissions of carbon dioxide (C02), methane (CH4), and other
greenhouse gases (GHGs) that have been determed by the United Nations Intergovemmental
Panel on Climate Change to contrbute to the actual or potential theat of alterig the Ear's
climte by trapping heat in the atmosphere. Environmental Attbutes do not include (i)
Production Tax Credits or certin other tax incentives existing now or in the future associated
with the constrction, ownership or operation of the Facility, (ii) matters designated by
PacifiCorp as sources of liability, or (iii) adverse wildlife or environmental impacts.
1.17 "Expiration Date" shall have the meanig set fort in Section 2.1 of ths
Agreement.
1.18 "Facilty" mean Seller's project, including the Seller's Interconnection
Facilities, as described in the Recitals, Exhbit A, and Exhibit B.
1.19 "Facilty Capacity Rating" means the sum of the Nameplate Capacity Ratigs
for all generators comprising the Facility.
1.20 "Force Majeure" has the meaning set fort in Section 15.1.
A
DRAFT
1.21 "Forced Outage" means an outage that requires removal of one or more Wind
Turbines from service, another outage state or a reserve shutdown state before the end of the
next weekend. Maintenance Outages and Planed Outages are not Forced Outages.
1.22 "Generation Interconnection Agreement" means the generation
interconnection agreement to be entered into separately between Seller and Transmission
Provider, as applicable, specifying the Point of Delivery and providing for the construction
and operation of the Interconnection Facilties.
1.23 "Inadvertent Energy" means: (1) energy delivered to the Point of Delivery in
excess of the Maximum Monthy Purchase Obligation; and (2) energy delivered to the Point of
Delivery at a rate exceeding the Maximum Facilty Delivery Rate on an hour-averaged basis.
1.24 "Index Prce" shall mean the average of: (1) the weighted average of the daily
On-Peak and Off-Peak Dow Jones Mid-Columbia index prices for firm energy; and (2) the
weighted average of the daily On-Peak and Off-Peak Dow Jones Palo Verde index (Dow Jones
Pal0 Verde Index) prices for :f energy. For Sunday and NERC holidays, the 24-Hour
Index Price shall be used, uness Dow Jones shall publish a Firm On-Peak and Firm Off-Peak
Price for such days for Mid-C and Palo Verde, in which event such indices shall be utiized
for such days. If the Dow Jones index or any replacement of that index ceases to be published
durig the term of ths Agreement, PacifiCorp shall select as a replacement a substantially
equivalent index that, after any appropriate or necessar adjustments, provides the most
reasonable substitute for the index in question. PacifiCorp's selection shall be subject to
Seller's consent, which Seller shall not unreasonably withold, condition or delay.
1.25 "Initial Year Energy Delivery Schedule" shall have the meang set fort in
Section 4.3.1.
1.26 "Interconnection Facilties" means all the facilities and ancilary equipment
used to interconnect the Facilty to the System, as dermed in the Generation Interconnection
Agreement.
1.27 "Licensed Professional Engieer" mean a person acceptable to PacifiCorp in
its reasonable judgment who is licensed to practice engineerig in the state of Idaho, who has
traig and experience in the engineerig disciplie(s) relevant to the matters with respect to
which such person is called to provide a certification, evaluation and/or opinon, who has no
economic relationship, association, or nexus with the Seller, and who is not a representative of
a consulting engineer, contractor, designer or other individua involved in the development of
the Facility, or of a manufactuer or supplier of any equipment intalled in the Facility. Such
Licensed Professional Engineer shall be licensed in an appropriate engineerig discipline for
the required certification being made. The engagement and payment of a Licensed
Professional Engineer solely to provide the certifications, evaluations and opinons required by
ths Agreement shall not constitute a prohibited economic relationship, association or nexus
with the Seller, so long as such engineer has no other economic relationship, association or
nexus with the Seller.
5
DRAFT
1.28 "Maintenance Outage" mean any outage of one or more Wind Turbines that is
not a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the Wind Turbine(s) be
removed from service before the next Planed Outage. A Maintenance Outage may occur any
time during the year and must have a flexible star date.
1.29 "Material Adverse Change" shall mean, with respect to the Seller, if the
Seller, in the reasonable opinon of PacifiCorp, has experienced a material adverse change in
abilty to fulfùl its obligations under ths Agreement.
1.30 "Maxum Facilty Delivery Rate" mean the maximum intantaneous rate
(lW) at which the Facility is capable of deliverig Net Output at the Point of Delivery, as
specified in Exhbit A, and in compliance with the Generation Interconnection Agreement.
1.31 "Maxmum Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month. In
accordance with Commission Order No. 29632, the Maximum Monthy Puchase Obligation
for a given month, in kWh, shall equal 10,000 kW multiplied by the total number of hours in
that month and prorated for any parial month.
1.32 "Nameplate Capacity Rating" mean the maximum intantaeous generatig
capacity of any qualifying small power or cogeneration generating unt supplying all or par of
the energy sold by the Facility, expressed in MW or kW, when operated consistent with the
manufacturer's recommended power factor and operating parameters, as set fort in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
1.33 "NERC" means the Nort American Electric Reliabilty Corporation.
1.34 "Net Energy" means the energy component, in kWh, of Net Output.
1.35 "Net Output" means all energy and capacity produced by the Facility, less
station use and less transformation and tranmision losses and other adjustments, if any. For
puroses of calculating payment under ths Agreement, Net Output of energy shall be the
amount of energy flowing though the Point of Delivery, less any station use not provided by
the Facilty. Net Output does not include Indvertent Energy.
1.36 "Network Resource" shal have the meang set fort in the Tariff.
1.37 "Network Servce Provider" mean PacifiCorp Tranmission, as a provider of
network service to PacifiCorp under the Tariff.
1.38 "Non-Conforming Energy" means Net Output produced by the Facility prior to
the Commercial Operation Date.
1.39 "Non-Conformng Energy Puchase Price" means the applicable price for
Non-Conformg Energy and capacity, specified in Section 5.1.
6
DRAFT
1.40 "Off-Peak Hours" mean al hours of the week that are not On-Peak Hours.
1.41 "On-Peak Hours" mean hours from 7:00 a.m. to 11:00 p.m. Mountain
Prevailing Time, Monday though Saturday, excluding Western Electricity Coordinating
Council (WCC) and Nort American Electric Reliabilty Corporation (NERC) holidays.
1.42 "Output Shortfal" and "Output Shortal Damges" shall have the meangs
set fort in Section 4.5 of this Agreement.
1.43 "PacifiCorp" is defined in the fist paragraph of ths Agreement, and excludes
PacifiCorp Transmission.
1.44 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting
in its interconnection and tranmission fuction capacity .
1.45 "Planned Outage" mean an outage of predetermed duration that is scheduled
in Seller's Energy Delivery Schedule. Boiler overhauls, tubine overhauls or inpections are
tyical planned outages. Maintenace Outages and Forced Outages are not Planed Outages.
1.46 "Point of Delivery" mea the high side of the generation step-up transformer(s)
10cated at. the point of interconnection between the Facilty and the System, as specified in the
Generation Interconnection Agreement and in Exhbit B.
1.47 "Prme Rate" mean the rate per annum equal to the publicly anounced prie
rate or reference rate for commercial 10ans to large businesses in effect from tie to time
quoted by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prie rate is not available,
the applicable Pre Rate shall be the anounced prime rate or reference rate for commercial
loans in effect from tie to tie quoted by a ban with $10 bilion or more in assets in New
York City, N.Y., selected by the Par to whom interest based on the prie rate is being paid.
1.48 "Producton Tax Credits" mean production tax credits under Section 45 of the
Internal Revenue Code as in effect from time to time during the term hereof or any successor
or other provision providing for a federal tax credit determed by reference to renewable
electric energy produced from wind resources and any correlative state tax credit determed
by reference to renewable electric energy produced from wind resources for which the Facility
is eligible.
1.49 "Prdent Elecrical Practices" mean any of the practices, methods and acts
engaged in or approved by a signficant porton of the electrical utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the time a decision is made, could have been expected to accomplish the
desired result at the 10west reasonable cost consistent with reliability, safety and expedition.
Prudent Electrical Practices is not intended to be limted to the optimum practice, method or
act to the exclusion of alI others, but rather to be a spectrm of possible practices, methods or
acts.
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DRAFT
1.50 "QF" means "Qualifyng Facilty", as that term is defied in the version of
FERC Regulations (codified at 18 CFR Part 292) in effect on the date of ths Agreement.
1.51 "Required Facility Documents" means all deeds, titles, leases, licenses,
permts, authorizations, and agreements demonstrating that seller controls the necessary
propert rights and governent authoriations to construct, operate, and maintain the Facilty,
including without limtation those set fort in Exhibit C.
1.52 "Scheduled Commercial Operation Date" means the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.6.
1.53 "Scheduled Monthly Energy Delivery" means the Net Energy scheduled to be
delivered during a given calendar month, as specified by Seller in the Energy Delivery
Schedule.
1.54 "Seller's Forecast-Cost Share" and "Seller's Capped Forecst-Cost Share"
shall have the meangs set fort in Sections 8.2 and 8.3 respectively.
1.55 "Subsequent Energy Delivery Schedule" shall have the meang set fort in
Section 4.3.3.
1.56 "System" mean the electric tranmission substation and tranmission or
distribution facilties owned, operated or maintained by Tranmission Provider, which shall
include, after constrction and intallation of the Facility, the circuit reinorcements,
extensions, and associated termal facilty reinorcements or additions required to
interconnect the Facility, alI as set fort in the Generation Interconnection Agreement.
1.57 "Tariff" mean the PacifiCorp Transmission FERC Electric Tariff Seventh
Revised Volume NO.n Pro Forma Open Access Transmission Tariff or the Tranmission
Provider's corresponding FERC tariff or both, as revised from time to time.
1.58 "Transmision Provider" means PacifiCorp Tranmission or a successor,
including any regional transmission organation ("RTO").
1.59 "Wind Turbine" mean a (description of intended wind turbine modell. At its
full Facility Capacity Rating, the Facility wil consist of Wind Turbines.
SECTION 2: TERM, COMMRCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Parties and after
approval by the Commssion ("Effective Date"); provided, however, this Agreement shall not
become effective until the Commssion has determed that the prices to be paid for energy
and capacity are just and reasonable, in the public interest, and that the costs incured by
PacifiCorp for purchases of capacity and energy from Seller are legitimate expenses, all of
which the Commssion wil allow PacifiCorp to recover in rates in Idaho in the event other
jurisdictions deny recovery of their proportionate share of said expenses.
8
DRAFT
Unless earlier terinated as provided herein, the Agreement shall remai in effect until
(enter date that is no later than 20 year after the Scheduled Commercial
Operation Date J ("Expiration Date").
2.2 Time is of the essence of ths Agreement, and Seller's abilty to meet certin
requirements prior to the Commercial Operation Date and to achieve Commercial Operation
by the Scheduled Commercial Operation Date is critically important. Therefore,
2.2.1 By , Seller shall obtain and provide to
PacifiCorp copies of all governental permts and authorizations necessary for
construction of the Facility.
2.2.2 By , Seller shal provide to PacifiCorp a copy
of an executed Generation Interconnection Agreement, whose terms sha1 be consistent
with the term of this Agreement.
2.2.3 By the date 5 business days after the Effective Date, Seller shall
provide Delay Security requied under Section 11.1.1, as applicable.
2.2.4 By the date 30 calendar days after the Effective Date, Seller shall
provide Default Security required under Section 11.2, as applicable.
2.2.5 Prior to Commercial Operation Date, Seller shal provide
PacifiCorp with an As-built Supplement acceptable to PacifiCorp.
2.2.6 By , Seller shall have achieved Commercial
Operation ("Scheduled Commercial Operation Date").
2.2.7 Beging , Seller shall provide PacifiCorp a
one-page monthy update bye-mail on the progress of the miestones in ths Section
2.2.
2.3 Seller shall cause the Facilty to achieve Commercial Operation on or before the
Scheduled Commercial Operation Date. If Commercial Operation occurs after the Scheduled
Commercial Operation Date, Seller shal be liable to pay PacifiCorp delay damges for the
number of days ("Delay Period") the Commercial Operation Date occurs after the Scheduled
Commercial Operation Date, up to a tota of 120 days ("Delay Liquidated Damages").
Delay Liquidated Damages equals the sum of: the Delay Price times the Delay
Volume, for each day of the Delay Period
Where:
"Delay Price" equals the positive difference, if any, of the Index Price mius the
weighted average of the On-Peak and Off-Peak monthy Conformng Energy Purchase
Prices; and
9
DRAT
"Delay Volume" equals the applicable Scheduled Monthy Energy Delivery divided by
the number of days in that month.
The Parties agree that the damages PacifiCorp would incur due to delay in the Facility
achieving Commercial Operation on or before the Scheduled Commercial Operation Date
would be diffcult or impossible to predict with certainty, and that the Delay Liquidated
Damages are an appropriate approximation of such damages.
SECTION 3: REPRESENTATIONS AN WARTIES
3.1 PacifiCorp represents, covenants, and warrants to Seller that:
3.1.1 PacifiCorp is duly organed and validly existing under the laws of
the State of Oregon.
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terms of ths Agreement.
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it
to authorize the execution, delivery and performance of this Agreement and the
consumation of the transactions contemplated hereby.
3.1.4 Subject to Commssion approval, the execution' and delivery of ths
Agreement does not contravene any provision of, or constitute a default under, any
indenture, mortgage, or other material agreement binding on PacifCorp or any valid
order of any court, or any reguatory agency or other body having authority to which
PacifiCorp is subject.
3.1.5 Subject to Commssion approval, ths Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable againt PacifiCorp in accordance
with its terms (except as the enforceabilty of this Agreement may be limted by
bankptcy, inolvency, ban moratorium or simar laws affectig creditors' rights
generally and laws restrictig the availabilty of equitable' remedies and except as the
enforceabilty of this Agreement may be subject to general priciples of equity,
whether or not such enforceabilty is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.1 Seller is a _(corporation, parership, or limted liability
company) duly organed and validly existig under the laws of (state
of Seller's incorporation).
3.2.2 Seller has the requisite power and authority to enter into ths
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
, A
DRAT
3.2.3 Seller's shareholders, directors, and offcers have taken all actions
required to authorize the execution, delivery and performance of ths Agreement and
the consummation of the tranactions contemplated hereby.
3.2.4 The execution and delivery of ths Agreement does not contravene
any provision of, or constitute a default under, any indenture, mortgage, or other
material agreement binding on Seller or any valid order of any cour, or any reguatory
agency or other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable againt Seller in accordance with its terms (except as the enforceability of
ths Agreement may be limited by banptcy, inolvency, ban moratorium or simar
laws affectig creditors' rights generally and laws restrctig the availability of
equitable remedies and except as the enforceabilty of ths Agreement may be subject to
general priciples of equity, whether or not such enforceabilty is considered in a
proceeding at equity or in law).
3.2.6 The Facilty is and shal for the term of ths Agreement continue to
be a QF. Seller has provided the appropriate QF certfication, which may include a
Federal Energy Reguatory Commssion self-certification to PacifiCorp prior to
PacifiCorp's execution of ths Agreement. At any tie PacifiCorp has reason to
believe during the term of ths Agreement that Seller's status as a QF is in question,
PacifiCorp may require Seller to provide PacifiCorp with a written legal opinion from
an attorney in good standing in the state of Idaho and who has no economic
relationship, association or nexu with the Seller or the Facilty, stating that the Facility
is a QF and providing suffcient proof (including copies of al documents and data as
PacifiCorp may request) demonstratig that Seller has maintaied and wil continue to
maintain the Facilty as a QF.
3.2.7 Neither the Seller nor any of its principal equity owners is or has
with the past two (2) years been the debtor in any bankptcy proceeding, is unable
to pay its bils in the ordinary course of its business, or is the subject of any legal or
regulatory action, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facilty in accordace with the term of ths Agreement.
11
DRAFT
3.2.8 Seller has not at any time defaulted in any of its payment
obligations for electricity purchased from PacifiCorp.
3.2.9 Seller is not in default under any of its other agreements and is
current on all of its fmancial obligations.
3.2.10 Seller owns, and wil continue to own for the term of this
Agreement, all right, title and interest in and to the Facilty, free and clear of all liens
and encumbrances other than liens and encumbrances related to third-party fmancing of
the Facilty.
3.3 Notice. If at any time durg this Agreement, any Par obtains actul
knowledge of any event or inormtion which would have caused any of the representations
and warranties in ths Section 3 to have been materially untrue or misleading when made, such
Part shall provide the other Part with written notice of the event or inormation, the
representations and waranties affected, and the action, if any, which such Par intends to
take to make the representations and waranties tre and correct. The notice required pursuant
to ths Section shall be given as soon as practicable after the occurrence of each such event.
SECTION 4: DELIVRY OF POWER; AVAILABILIT GUARTY
4.' Delivery and Acceptance of Net Output. Unless otherwise provided herein,
PacifiCorp wil purchase and Seller wil sell all Net Output from the Facilty.
, 4.2 No Sales to Thd Parties. During the term of ths Agreement, Seller shall not
sell any Net Output from the Facility to any entity other than PacifiCorp.
4.3 Energy Delivery Schedle. Seller shall prepare and provide to PacifiCorp, on
an ongoing basis, a written schedule of Net Energy expected to be delivered by the Facilty
("Energy Delivery Schedule"), in accordance with the following:
4.3.1 Durig the first twelve fu calendar months following the
Commercial Operation Date, Seller predcts that the Facility wil produce and deliver
the following monthy amounts ("Initial Year Energy Delivery Schedule"):
Month
Januar
Februar
March
April
May
June
Energy Delivery (kWh)
1 ')
DRAFT
July
August
September
October
November
December
4.3.2 Seller may revise the Intial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.
4.3.3 Beginng at the end of the nith full calendar month of operation,
and at the end of every 3rd month thereafter, Seller shall supplement the Energy
Delivery Schedule with thee additional months of forward estimates (which shall be
appended to this Agreement as Exhbit D) ("Subsequent Energy Delvery
Schedule"), such that the Energy Delivery Schedule wil provide at least thee months
of scheduled energy estimtes at al ties. Seller shall provide Subsequent Energy
Delivery Schedules no later than 5:00 pm of the 5th day after the due date. If Seller
does not provide a Subsequent Energy Delivery Schedule by the above deadline,
scheduled energy for the omitted period shall equal the amounts scheduled by Seller for
the same thee-month period during the previous yea.
4.3.4 Beging with the end of the thrd month after the Commercial
Operation Date and at the end of every thd month thereafter the Seller may not revise
the imediate next thee months of previously provided Energy Delivery Schedules.
But by written notice given to PacifiCorp no later th 5:00 PM of the 5th day after the
end of any such thd month, the Seller may revise all other previously provided
Energy Delivery Schedules. Faiure to provide tiely wrtten notice of changed
amounts wil be deemed to be an election of no change.
4.4 Minum Availabilty Obligation. Seller shall cause the Facilty to achieve an
Availabilty of at least 85% during each month ("Guaranteed Availabilty").
4.5 Liquidated Damages for Output Shortfall. If the Availability in any given month
falls below the Guaranteed Availabilty, the resultig shortall shall be expressed in kWh as
the "Output ShortfalL." The Output Shortfall shall be calculated in accordance with the
following formula:
Output Shortal = (Guaranteed Availabilty - Availability) *
Scheduled Monthy Energy Delivery
Seller shall pay PacifiCorp for any Output Shortfall at the 10wer of (1) the positive difference,
if any, of the Index Price mius the weighted average of the On-Peak and Off-Peak monthy
Conformg Energy Purchase Prices; or (2) the weighted average of the On-Peak and Off-
Peak monthy Conforming Energy Puchase Prices ("Output Shortfall Damages").
13
DRAFT
Output Shortfall Damages = Output Shortfall * Output Shortfall Price
Where:
Output Shortfall Price =(Idex Price - Weighted Average CEPP) , except
that if Output Shortfall Price -c 0, then Output
Shortfall Price = 0
Weighted Average CEPP = the weighted average On-Peak and Off-Peak
Conformg Energy Purchase Prices for the month
of Output Shortfall
If an Output Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
daages. Each Part agrees and acknowledges that (a) the damages tht PacifiCorp would
incur due to the Facilty's failure to achieve the Guaranteed Availabilty would be diffcult or
impossible to predict with certainty, and (b) the liquidated damages contemplated in ths
Section 4.5 are a fair and reasonable calculation of such damages.
4.6 Audit Rights. In addition to data provided under Sections 9.2 and 9.3,
PacifiCorp shall have the right, but not the obligation, to audit the Facilty's compliance with
its Guaranteed Availabilty using any reasonable methods. Seller agrees to retain al
performance related data for the Facilty for a minum of three years, and to cooperate with
PacifiCorp in the event PacifiCorp decides to audit such data.
SECTION 5: PURCHASE PRICES
5.1 Energy Puchase Price. Except as provided in Section 5.3, PacifiCorp wil pay
Seller Conformg Energy or Non-Conformg Energy Puchase Prices for Net Output
adjusted for the month and On-Peak Hours or Off-Peak Hours and the wind integration cost
using the following formulae, in accordance with Commssion Order Nos. 30423, 30497, and
30744:
Conformig Energy Purchase Price = (ARe * MPM) - WIC
Non-Conformig Energy Purchase Price = (ARnce * MPM) - WIC
Where:
ARe =Conformg Energy anual rate from Table 1, below, for the year
of the Net Output.
the lower of
85% of the Conforming Energy anual rate from Table 1,
below, for the year of Net Output
ARnce
or
1 A
DRAFT
MPM =
85% of weighted average of the daily On-Peak and Off-
Peak Dow Jones Mid-Columbia index prices for firm
energy for the month, or portion of month, of Net Output.
monthy On-Peak or Off-Peak multiplier from Table 2, below, that
corresponds to the month of the Net Output and whether the Net
Output occured durg On-Peak Hours or Off-Peak Hours.
$5.1O/M, the wind integration cost prescribed in Commssion
Order No. 30497.
WIC =
Example calculations are provided in Exhibit G.
Table 1: Conformig Energy Anual Rates (from Commission Order No. 30744)*
Conformg Energy
Annual Rate (AR)
Year S/M
2009 76.73
2010 75.83
2011 77.95
2012 80.24
2013 82.14
2014 84.09
2015 86.09
2016 88.25
2017 90.34
2018 92.60
2019 94.80
2020 97.05
2021 99.36
2022 101.73
2023 104.15
2024 106.64
2025 109.19
2026 112.30
2027 115.50
2028 118.80
2029 122.20
2030 125.71
2031 128.55
Table 2: Monthy On-Peak/Off-Peak Multipliers (from Commission Order No. 30423)
I Month IOn-Peak I Off-Peak I
* If Seller has elected levelized pricing for Net Output, additional securty requirements in
Section 11.2 apply.
1 :'
DRAFT
Hours Hours
Januar 103%94%
Februar 105%97%
March 95%80%
April 95%76%
May 92%63%
June 94%65%
July 121%92%
August 121%106%
September 109%99%
October 115%105%
November 110%96%
December 129%120%
5.2 Payment.
For each Biling Period in each Contract Year, PacifiCorp shall pay Seller as follows:
For delivery of Conformng Energy:
Payment = (CEnergyoo_peak * CEPPriceoo_Peak / 1000) +
(CEnergYoff_Peak * CEPPriceOf_Peak / 1000)
For delivery of Non-Conformng Energy:
Payment = (NCEnergy On-Pe * NCEPPriceOn_Pe / 1000) +
(NCEnergyoff_Pe * NCEPPriceOff_peak / 1000)
Where:
CEnergy
CEPPrice =
NCEnergy =
NCEPPrice =
On-Peak =
Off-Peak =
Conforming Energy in kWh
Conforming Energy Purchase Price in $/MW
Non-Conformg Energy in kWh
Non-Conforming Energy Puchase Price in $/M
the corresponding value for On-Peak Hours
the corresponding value for Off-Peak Hours
5.3 Inadvertent Ener2V. PacifiCorp may accept Inadvertent Energy at its sole
discretion, but wil not purchase or pay for Inadvertent Energy.
SECTION 6: OPERATION AN CONTROL
6.1 Seller shall operate and maintain the Facility in a safe maner in accordance with
the Generation Interconnection Agreement, Prudent Electrical Practices and in accordance
with the requiements of all applicable federal, state and 10cal laws and the Nationa Electrc
Safety Code as such laws and code may be amended from time to time. PacifiCorp shall have
no obligation to purchase Net Output from the Facility to the extent the interconnection
between the Facility and PacifiCorp's electric system is disconnected, suspended or
1 C
DRAFT
interrpted, in whole or in part, pursuant to the Generation Interconnection Agreement, or to
the extent generation curailent is required as a result of Seller's non-compliance with the
Generation Interconnection Agreement. PacifiCorp shall have the right to inpect the Facilty
to confrm that Seller is operating the Facility in accordance with the provisions of this Section
6 upon reasonable notice to Seller. Seller is solely responsible for the operation and
maintenance of the Facility. PacifiCorp shall not, by reason of its decision to inpect or not to
inpect the Facilty, or by any action or inaction taen with respect to any such inspection,
assume or be held responsible for any liability or occurrence arsing from the operation and
maintenance by Seller of the Facility.
6.2 Energy Acceptance.
6.2.1 Voluntary Curailent by PacifiCorp. Seller shall curtail
deliveries of Net Output and associated Environmental Attbutes at any time, in whole
or in par, and for any duration specified by PacifiCorp with no less than ten (10)
miutes (or such lesser time as may be provided for, as between Tranmission Provider
and Interconnection Provider, in the Generation Interconnection Agreement) prior
notice (which may be given by telephone) from PacifiCorp to Seller. PacifiCorp shall
take reasonable steps to conf Seller's receipt of such notice. The MWh amount of
Net Outp~t curtaied pursuant to ths Section 6.2.1 ("Curtlment Energy") shall be
reasonably determied by Seller after the fact based on the amount of energy that could
have been generated at the Facility and delivered to PacifiCorp as Net Output at the
Point of Delivery but that was not generated and delivered because of the curailment.
Seller shall determe the quantity of Curilent Energy based on (1) the time and
duration of the curtilent period and (2) the number of MW that would have been
generated based on the wind velocities recorded at the Facilty durg the period of
curailment and the tested and verified power curve for the Wind Turbines provided in
Exhbit A. Seller shall promptly provide PacifiCorp with access to such inormation
and data as PaeifiCorp may reasonably require to confir to its reasonable satisfaction
the amount of Curtaient Energy. PacifiCorp shall pay Seller for the Curtilment
Energy at the then applicable Conformig Energy Purchase Price. Notwithstanding
any other provision hereof, durg any period of curailment pursuant to this Section
6.2.1, Seller shall not generate Net Output to the extent curaied by PacifiCorp, or sell
any portion of the Facilty's energy to any thd par. Notwithstading the foregoing,
PacifiCorp's obligation to pay for Curtaient Energy pursuant to ths Section 6.2.1
shall not apply during any times Seller would otherwise have been required to curil
pursuant to Section 6.2.2 and during any times prior to the Commercial Operation
Date.
6.2.2 Required. Curtailment. PacifiCorp shall not be obligated to
purchase, receive or pay for Net Output (nor shal it be liable for associated uneaized
Production Tax Credits or Environmental Attbutes) that is not delivered to the Point
of Delivery during times and to the extent that such Net Output is not delivered to the
Point of Delivery because (a) the interconnection between the Facility and the System
is disconnected, suspended or interrpted, in whole or in par, pursuant to the terms of
17
DRAFT
the Generation Interconnection Agreement, (b) the Network Service Provider or
Tranmission Provider Curtails (as defied in the Tariff Net Output or order
PacifiCorp to curtail Net Output, (c) the Facilty's Output is not received because the
Facility is not fully integrated or synchronied with the System, or (d) an event of
Force Majeure prevents either Par from delivering or receiving Net Output. The
MWh amount of Net Output curtiled pursuant to this Section 6.2.2 shall be reasonably
determed by Seller after the fact based on the amount of energy that could have been
generated at the Facility and delivered to PacifiCorp as Net Output but that was not
generated and delivered because of the curtailment. Seller shall determe the quantity
of such curtailed energy based on (x) the time and duration of the curtailment period
and (y) wind conditions recorded at the Facility during the period of curailment and
the tested and verifed power curve for the Wind Turbines. Seller shall promptly
provide PacifiCorp with access to such inormation and data as PacifiCorp may
reasonably requie to confir to its reasonable satisfaction the amount of energy that
was not generated or delivered because of a curtailment described in ths Section 6.2.2.
6.2.3 PacifiCorp as Merchant. Seller aCknowledges that PacifiCorp,
acting in its merchant capacity fuction as purchaser under ths Agreement, has no
responsibilty for or control over PacifiCorp Tranmission or any successor
Tranmission Provider..
6.3 Outages.
6.3.1 Planed Outages. Except as otherwise provided herein, Seller
shall not schedule Planed Outage during any portion of the months of ((list peak
months) November, December, January, February, June, July, and August), except to
the extent a Planned Outage is reasonably required to enable a vendor to satisfy a
guarantee requirement in a situation in which the vendor is not otherwise able to
perform the guantee work at a time other than during one of the months specified
above. Seller shall, in Exhbit D, provide PacifiCorp with an anual forecast of
Planed Outages for each Contract Year at least one (1) month, but no more that thee
(3) months, before the first day of that Contract Year, and shall promptly update such
schedule, or otherwise change it only, to the extent that Seller is reasonably requied to
change it in order to comply with Prdent Electrical Practices. Seller shall not
schedule more than one hundred fift (150) hours of Planned Outages for each calendar
year. Seller shall not schedule any maintenance of Interconnection Facilties durg
such month, without the prior written approval of PacifiCorp, which approval may be
witheld by PacifiCorp in its sole discretion.
6.3.2 Maintenance Outages. If Seller reasonably determes that it is
necessary to schedule a Maintenance Outage, Seller shall notify PacifiCorp of the
proposed Maintenance Outage as soon as practicable but in any event at least five (5)
days before the outage begin (or such shorter period to which PacifiCorp may
reasonably consent in light of then existiIg wind conditions). Upon such notice, the
Paries shall pIan the Maintenance Outage to mutually accommodate the reasonable
requirements of Seller and the service obligations of PacifiCorp. Seller shall tae all
1 Q
DRAFT
reasonable measures and use best efforts consistent with Prudent Electrical Practices to
not schedule any Maintenace Outage durig the following periods: (June 15 though
June 30, July, August, and September 1 though September 15). Seller shall include in
such notice of a proposed Maintenance Outage the expected start date and time of the
outage, the amount of generation capacity of the Facility that wil not be available, and
the expected completion date and time of the outage. Seller may provide notices under
this Section 6.3.2 orally. Seller shal conf any such oral notification in writing as
soon as practicable. PacifiCorp shal promptly respond to such notice and may request
reasonable modifications in the schedule for the outage. Seller shall use all reasonable
efforts to comply with PacifiCorp's request to modify the schedule for a Maintenance
Outage if such modification has no substantial impact on Seller. Seller shall notify
PacifiCorp of any subsequent changes in generation capacity of the Facility during such
Maintenance Outage and any changes in the Maintenance Outage completion date and
time. Seller shal take all reasonable measures and exercise its best efforts consistent
with Prudent Electrical Practices to minimize the frequency and duration of
Maintenance Outages.
6.3.3 Forced Outages. Seller shall promptly provide to PacifiCorp an
oral report, via telephone to a number specified by PacifiCorp, of any Forced Outage
of the Facilty. Such report shal include the amount of generation capacity of the
Facilty that wil not be avaiable because of the Forced Outage and the expected retu
date and time of such generation capacity. Seller shal promptly update the report as
necessary to advise PacifiCorp of changed circumstaces. If the Forced Outage
resulted in more than 15 % of the Facility Capacity Rating of the Facilty being
unavailable, Seller shal conf the oral report in writig as soon as practicable.
Seller shall take alI reasonable measures and exercise its best efforts consistent with
Prudent Electrical Practices to avoid Forced Outages and to mie their duration.
6.3.4 Notice of Deratings and Outages. Without limting other notice
requiements, Seller shall notify PacifiCorp, via telephone to a number specified by
PacifiCorp, of any liitation, restrction, deratig or outage known to Seller that
affects the generation capacity of the Facilty in an amount greater than five percent
(5%) of the Facilty Capacity Rating for the following day. Seller shall promptly
update such notice to reflect any material changes to the inormation in such notice.
6.3.5 Effect of Outages on Estimted Output. Seller shall factor Planed
Outages and Maintenace Outages that Seller reasonably expects to encounter in the
ordinry course of operating the Facilty into the Scheduled Monthy Energy Delivery
amounts in the Energy Delivery Schedule set fort in Exhbit D.
6.4 Scheduling.
6.4.1 Daily Scheduling. (provide if applicable)
6.4.2 Cooperation and Standards. With respect to any and all scheduling
requirements in ths Agreement, (a) Seller shall cooperate with PacifiCorp with respect
19
DRAFT
to scheduling Net Output, and (b) each Par shall designate authorized representatives
to communcate with regard to scheduling and related matters arising hereunder.
6.4.3 Schedule Coordination. If, as a result of this Agreement,
PacifiCorp is deemed by an RTO to be finncially responsible for Seller's performace
under the Generation Interconnection Agreement due to Seller's lack of standing as a
"scheduling coordintor" or other RTO recognied designation, qualification or
otherwise, then (a) Seller shall acquire such RTO recognied stading (or shall contract
with a third part who has such RTO recogned standing) such that PacifiCorp is no
longer responsible for Seller's performance under the Generation Interconnection
Agreement, and (b) Seller shall defend, indemnfy and hold PacifiCorp harmess
against any liabilty arising due to Seller's performance or failure to perform under the
Generation Interconnection Agreement or RTO requirement.
6.5 Delivery Exceeding the Maximum Facility Delivery Rate. Seller sha1 not
deliver energy from the Facilty to the Point of Delivery in an amount that exceeds the
Maximum Facilty Delivery Rate. Seller's failure to limt such deliveries to the Maxium
Facilty Delivery Rate shall be a material breach of this Agreement.
6.6 Increase to the Maxium Facility Delivery Rate. Seller may, in accordance
with ths Section 6.6 and upon written approval by PacifiCorp, increase the Maximum Facilty
Delivery Rate, uness, after such increase, under normal or average design conditions the Net
Output would exceed the Maximum Monthy Purchase Obligation in any given month.
PacifiCorp approval of such increase is conditioned on the Public Utilty Regulatory Policies
Act (16 U.S.C. 824a-3) and other applicable law requiring PacifiCorp to purchase the
incremental Net Output. If Seller increases the Maximum Facility Delivery Rate, PacifiCorp
wil continue to pay for base Net Output at the rate(s) prescribed by Section 5 of this
Agreement, and PacifiCorp wil pay for incremental Net Output resulting from the increase to
the Maximum Facility Delivery Rate at the rate(s) prescribed by the Commssion at the time of
PacifiCorp's approval, if granted, of the increase in the Maximum Facility Delivery Rate.
PacifiCorp shall, in its approval, if granted, specify a reasonable means of distinguishing such
base Net Output from such incremental Net Output.
SECTION 7: MOTIV FORCE
Prior to the Effective Date of ths Agreement, Seller provided to PacifiCorp a motive
force pIan including an hourly wind profile acceptable to PacifiCorp in its reasonable discretion
and attached hereto as Exhibit F-l, together with a cerification from a Licensed Professional
Engieer to PacifiCorp attached hereto as Exhibit F-2, cerfyng that the implementation of the
fuel or motive force plan can reasonably be expected to provide fuel or motive force to the
Facility for the duration of this Agreement adequate to generate power and energy in quantities
necessar to deliver the Average Anual Net Output.
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SECTION 8: GENERATION FORECASTING COSTS
8.1 Forecast Service Election. PacifiCorp may, in its discretion, add forecasting
services for Seller's Facility to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contract and vendor may change durig the term of ths
Agreement.
8.2 Seller's Forecast-Cost Share. Pusuat to Commssion Order No. 30497, Seller
shall be responsible for 50% of PacifiCorp's cost of adding such forecasting services
("Seller's Forecast-Cost Share") up to Seller's Capped Forecast-Cost Share.
8.3 Cap on Seller's Forecast-Cost Share. Seller's Forecast-Cost Share for a given
Contract Year is capped at 0.1 % of tota payments made by PacifiCorp to Seller for Net
Output during the previous Contract Year ("Seller's Capped Forecast-Cost Share"). If the
last Contract Year of this Agreement is shorter than a fu calendar year, the cap wil be
prorated for that shortened year. For the year(s) prior to the second Contract Year of this
agreement that equals a ful calendar year, Seller's Forecast-Cost Share is capped at 0.1 % of
estiated payments for Net Output based on the Energy Delivery Schedule.
8.4 Payment. Seller shall pay to PacifiCorp Seller's Forecast-Cost Share uncapped
. by Section 8.3 for each Contract Year in equal payments for each month of such year except
the last month of such year. (For example, in a Contract Year equaling a ful calendar year,
Seller would pay lI11th of Seller's Forecast-Cost Share durig each of the first 11 months.)
In the last month of each Contract Year, PacifiCorp shall refud to Seller the amount paid by
Seller under this Section in excess, if any, of Seller's Capped Forecast-Cost Share. For a
Contract Year encompassed by just one calendar month, Seller's payment to PacifiCorp and
PacifiCorp's refud to Seller shall be calculated and paid simultaneously. To the extent
practicable, payments and refunds under this Section shal be included in monthy payments
and invoices under Section 10.
SECTION 9: METERIG; REPORTS AND RECORDS
9.1 Metering Equipment. PacifiCorp shall design, furnsh, intall, own, inspect,
test, maintain and replace all metering equipment required pursuant to the Generation
Interconnection Agreement.
9.1.1 Location of Meterig Equipment. Metering shall be performed at the
location and in the manner specified in Exhibit B and the Generation Interconnection
Agreement. All quantities of energy purchased hereunder shall be adjusted to account
for electrical losses, if any, between the point of metering and the Point of Delivery, so
that the purchased amount reflects the net amount of power flowing into PacifiCorp' s
system at the Point of Delivery. The loss adjustment shall be a reduction of 2 % of the
kWh energy production recorded on the Facilty output meter until actuallY measured
and calibrated at the meter by PacifiCorp.
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9.1.2 Maintenance of Metering Equipment. PacifiCorp shall periodically
inpect, test, repair and replace the metering equipment as provided in the Generation
Interconnection Agreement or at the request of Seller if Seller has reason to believe
metering may be off and requests an inpection in writing. Seller shall bear the cost
for any Seller requests. If any of the inspections or tests disclose an error exceeding
two percent (2 %), either fast or slow, proper correction, based upon the inaccuracy
found, shall be made of previous readings for the actual period during which the
metering equipment rendered inaccurate measurements if that period can be
ascertained. If the actual period canot be ascertained, the proper correction shall be
made to the measurements taen during the time the metering equipment was in service
since last tested, but not exceeding thee Biling Periods, in the amount the metering
equipment shall have been shown to be in error by such test. Any correction in bilings
or payments resulting from a correction in the meter records shall be made in the next
monthy biling or payment rendered.
9.1.3 Costs of Meterig Equipment. To the extent not otherwise provided in
the Generation Interconnection Agreement, all PacifiCorp's costs relating to all
meterig equipment intalled to accommodate Seller's Facility shall be borne by Seller.
9.2 Telemetering. Seller shall provide telemeterig equipment and facilties capable
of tranmitting the following inormation concernig the Facilty pursuant to the Generation
Interconnection Agreement and to PacifiCorp on a real-time basis, and wil operate such
equipment when requested by PacifiCorp to indicate:
(a) instantaneous MW output at the Point of Delivery;
(b) Net Output; and
(c) the Facility's total intantaneous generation capacity.
Seller shall also transmit to PacifiCorp any other data from the Facility that Seller receives on a
real-tie basis, including meteorological data, wid speed data, wind direction data and gross
output data. Seller shall provide such real-time data to PacifiCorp in the same detail that Seller
receives the data (e.g., if Seller receives the data in four second intervals, PacifiCorp shall also
receive the data in four second intervals). PacifiCorp shall have the right from time to time to
require Seller to provide additional telemetering equipment and facilities to the extent necessar
and reasonable.
9.3 Monthy Reports and Logs. With thirt (30) days after the end of each Biling
Period, Seller shall provide to PacifiCorp the following:
9.3.1 Reports. A report in electronic format, which report shall include
(a) stiaries of the Facility's wind and output data for the Biling Period in intervals
not to exceed one hour (or such shorter period as is reasonably possible with
commercially available technology), including inormation from the Facility's computer
monitoring system; (b) sumaries of. any other significant events related to the
construction or operation of the Facility for the Biling Period; (c) details of
Avaiabilty of the Facility for the Biling Period suffcient to calculate Avaiabilty and
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including hourly average wind velocity measured at tubine hub height and ambient air
temperature; and (d) any supporting inormtion that PacifiCorp may from time to time
reasonably request (including historical wind data for the Facility).
9.3.2 Electronic Fault Log. Seller shall maintain an electronic fault log
of operations of the Facilty durg each hour of the term of ths Agreement
commencing on the Commercial Operation Date. Seller shall provide PacifiCorp with
a copy of the electronic fault log with th (30) days after the end of the Biling
Period to which the fault 10g applies.
9.4 Cost of Performance Monitoring. Seller shall pay for and design, furnish,
intall, own, inpect, test, maintain and replace all equipment required in order to record data
required for the reports and 10gs in Sections 9.3.
SECTION 10: BILLINGS, COMPUTATIONS AN PAYMNTS
10.1 Payment for Net Output. On or before the thrteth (30t) day following the end
of each Biling Period, PacifiCorp sha send to Seller payment for Seller's deliveries of Net
Output to PacifiCorp, together with computations supporting such payment. PacifiCorp may
offset any such payment to reflect amounts owing from Seller to PacifiCorp pursuant to this
Agreement, the Generation Interconnection Agreement, and any other agreement(s) between
the Paries. Any such offsets shall be separately itemied on the statement accompanying each
payment to Seller.
10.2 Anual Invoicing for Output Shortfall. Thirt calendar days after the end of
each Contract Year, PacifiCorp shall deliver to Seller an invoice showing PacifiCorp's
computation of Output Shortal, if any, for all Biling Periods in the prior Contract Year and
Output Shortfall Damages, if any. In preparing such invoices, PacifiCorp shall utilize the
meter data provided to PacifCorp for the Contract Year in question, but may also rely on
historical averages and such other inormation as may be available to PacifiCorp at the time of
invoice preparation if the meter data for such Contract Year is then incomplete or otherwise
not available. To the extent required, PacifiCorp shall prepare any such invoice as promptly
as practicable following its receipt of actual results for the relevant Contract Year. Seller shall
pay to PacifiCorp, by wire transfer of imediately available fuds to an account specified in
writing by PacifiCorp or by any other mean agreed to by the Parties in writig from time to
time, the amount set fort as due in such invoice, and shal with thir (30) days after
receiving the invoice raise any objections regarding any disputed portion of the invoice.
Objections not made by Seller with the th-day period shall be deemed waived.
10.3 Any amounts owing after the due date thereof shall bear interest at the Pre
Rate plus two percent (2 %) from the date due until paid; provided, however, that the interest
rate shall at no time exceed the maximum rate allowed by applicable law.
10.4 Disputed Amounts. If either Part, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Par shall notif the other Part of the
specific basis for the dispute and, if the invoice shows an amount due, shall pay that portion of
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the statement that is undisputed, on or before the due date. Except with respect to invoices
provided under Section 10.2, any such notice shall be provided with two (2) years of the
date of the invoice in which the error first occurred. If any amount disputed by such Par is
determed to be due to the other Par, or if the Parties resolve the payment dispute, the
amount due shall be paid with five (5) days after such determation or resolution, along
with interest in accordance with Section 10.3.
SECTION 11: SECURTY
11.1 Delay Security:
11.1.1 Dutv to Post Securitv. Seller, with 5 business days after IPUC
approval of this Agreement, shall post a letter of credit in the amount of
("Delay Security"). The letter of credit shall be an irevocable standby letter of
credit, from an intitution that has a 10ng-term senior unsecured debt rating of "A" or
greater from Standard & Poors or "A2" or greater from Moody's, in a form
reasonably acceptable to PacifiCorp, namg PacifiCorp as the part entitled to demand
payment and present draw requests thereunder. To the extent PacifiCorp's draws on
the letter of credit cause the remaig balance of the letter of credit to drop below
, Seller, within 15 calendar days, shall restore the letter of credit to no less
than $
11.1.2 Right to Draw on Security. PacifiCorp shall have the right to draw
on the Delay Security to collect Delay Liquidated Damages. Commencing on or about
fist of each month, PacifiCorp wil invoice Seller for Delay Liquidated Damages
incurred, if any, during the preceding month. If Seller fails to pay any undisputed
amount within 30 calendar days of the invoice date, PacifiCorp shall draw such amount
on the Delay Security. The Parties wil make bilings and payments for Delay
Liquidated Damages in accordance with Section 10.
11.1.3 Additional Securitv. In the event PacifiCorp reasonably
determes at any time that the remaing amount of Delay Security is less than the
estimated value of Delay Liquidated Damages (due to upward changes in market price
and/or due to Seller's inability to meet the Scheduled Commercial Operation Date),
PacifiCorp may demand that Seller post, and Seller wil post withn 5 business days of
receipt of such demand, additiona Delay Security equal to the estimated (unpaid)
Delay Liquidated Damages.
11.1.4 Termination of Letter of Credit. Unless PacifiCorp disputes
whether Seller has paid all Delay Liquidated Damages, Seller may termnate the Delay
Security letter of credit on or after the 180t calendar day following commencement of
Commercial Operation by providing PacifiCorp with no less than thirt-day advance
written notice of its intent to do so.
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11.1.5 Default. Seller's faiure to post and maintain Delay Security in
accordance with Section 11.1 wil constitute an event of default, unless cured in
accordance with Section 12.1.1 of ths Agreement.
11.2 Default Securty (Levelized Prcing Ony). If Seller has adopted levelized
pricing for Net Output, Seller wil provide securty to PacifCorp pursuant to Commssion
Order Nos. 21690, 21800, 29482, 29587 and related orders ("Default Security") as set fort
in Addendum _(add addendum if Seller elects levelized pricing).
SECTION 12: DEFAULTS AND REMEDIES
12.1 The following events shall constitute defaults under ths Agreement:
12.1.1 Non-Payment. Seller's failure to make a payment when due under
ths Agreement or post and maitain securty in conformance with the requirements of
Section 11 or maintain inurance in conformce with the requiements of Section 14
of this Agreement, if the faiure is not cured with ten (10) business days after the
non-defaulting Part gives the defaulting Part a notice of the default.
12.1.2 Breach of Material Term. Breach by a Par of a representation or
warranty set fort in ths Agreement, if such faiure or breach is not cured within th
(30) days following written notice.
12.1.3 Default on Other Agreements. Seller's failure to cure any default
under any commercial or fmancing agreements or intruent (including the Generation
Interconnection Agreement) with the time alowed for a cure under such agreement
or instruent.
12.1.4 Inolvency. A Part (a) makes an assignment for the benefit of its
creditors; (b) fies a petition or otherwise commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any bankptcy or simar law
for the protection of creditors, or has such a petition filed againt it and such petition is
not withdrawn or dismissed with sixty (60) days after such fiing; (c) becomes
inolvent; or (d) is unble to pay its debts when due.
12.1.5 Material Adverse Change. A Material Adverse Change has
occured with respect to Seller and Seller fails to provide such performance assurances
as are reasonably requested by PacifiCorp, with fifteen (15) days from the date of
such request.
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12.1.6 Sale to Third-Part. Seller's sale of Net Output to an entity other
than PacifiCorp, as prohibited by Section 4.2.
12.1.7 Non-Delivery. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy for thee consecutive calendar months.
12.1.8 A Part otherwise fails to perform any material obligation
(including but not limited to failure by Seller to meet any deadline set fort in Section
2.2) imposed upon that Part by this Agreement if the failure is not cured within thirt
(30) days after the non-defaulting Part gives the defaulting Part notice of the default;
provided, however, that, upon written notice from the defaulting Part, this thir (30)
day period shall be extended by an additional ninety (90) days if (a) the failure canot
reasonably be cured with the thirt (30) day period despite dilgent efforts, (b) the
default is capable of being cured within the additional niety (90) day period, and (c)
the defaulting Part commences the cure with the original thrt (30) day period and
is at all times thereafter dilgently and continuously proceeding to cure the failure.
12.2 In the event of any default hereunder, the non-defaulting Part must notify the
defaulting Part in writing of the circumstances indicating the default and outling the
requirements to cure the default. If the default has not been cured with the prescribed time,
above, the non-defaulting Part may termte this Agreement at its sole discretion by
delivering written notice to the other Part and may pursue any and all legal or equitable
remedies provided by law or pursuant to ths Agreement. The rights provided in ths Section
12 are cumulative such that the exercise of one or more rights shall not constitute a waiver of
any other rights.
12.3 In the event ths Agreement is termted because of Seller's default and Seller
wishes to again sell Net Output from the facility using the same motive force to PacifiCorp
following such termation, PacifiCorp in its sole discretion may require that Seller do so
subject to the terms of ths Agreement, including but not limted to the purchase prices as set
fort in (Section 5), until the Expiration Date (as set fort in Section 2.1). At such time Seller
and PacifiCorp agree to execute a written document ratifying the terms of ths Agreement.
12.4 If ths Agreement is termiated as a result of Seller's default, Seller shall pay
PacifiCorp for Output Shortfall for a period of eighteen (18) months from the date of
termination pIus the estimated admstrative cost to acquire the replacement power.
12.5 Recoupment of Damages.
(a) Default Securty Available. If Seller has posted Default Securty,
PacifiCorp may draw upon that security to satisfy any damages, above.
(b) Default Securty Unavailable. If Seller has not posted Default Securty, or
if PacifiCorp has exhausted the Default Security, PacifiCorp may collect
any remaining amount owing by parially withholding future payments to
Seller over a reasonable penod of time. PacifiCorp and Seller shall work
together in good faith to establish the perod, and monthy amounts, of
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such witholding so as to avoid Seller's default on its commercial or
fiancing agreements necessar for its continued operation of the Facility.
12.6 Upon an event of default or termation event resulting from default under ths
Agreement, in addition to and not in limtation of any other right or remedy under this
Agreement or applicable law (including any right to set-off, counterclaim, or otherwise
withold payment), the non-defaulting Par may at its option set-off, against any amounts
owed to the defaulting Part, any amounts owed by the defaulting Part under any contract(s)
or agreement(s) between the Paries. The obligations of the Parties shal be deemed satisfied
and discharged to the extent of any such set-off. The non-defaultig Part shall give the
defaulting Part written notice of any set-off, but failure to give such notice shall not affect the
validity of the set-off.
12.7 Amounts owed by Seller pursuant to this paragraph shall be due with five (5)
business days after any invoice from PacifiCorp for the same.
SECTION 13: INEMNCATION
13.1 Indemnties.
13.1.1 Indemnty by Seller. Seller shall release, indemnfy and hold
haress PacifiCorp, its directors, offcers, agents, and representatives againt and
from any and all 10ss, fies, penalties, claims, actions or suits, including costs and
attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any
way connected with (a) the energy delivered by Seller under ths Agreement to and at
the Point of Delivery, (b) any facilities on Seller's side of the Point of Delivery, (c)
Seller's operation and/or maintenace of the Facilty, or (d) arising from ths
Agreement, including without liitation any 10ss, claim, action or suit, for or on
account of inury, bodily or otherwise, to, or death of, persons, or for damge to, or
destrction or economic 10ss of propert belonging to PacifiCorp, Seller or others,
excepting only such loss, claim, action or suit as may be caused solely by the fault or
gross negligence of PacifiCorp, its directors, offcers, employees, agents or
representatives.
13.1.2 Indemnty by PacifiCorp. PacifiCorp shall release, indemnfy and
hold harmess Seller, its directors, offcers, agents, lenders and representatives againt
and from any and all loss, fines, penaties, claim, actions or suits, including costs and
attorney's fees, both at trial and on appeal, resulting from, or arsing out of or in any
way connected with the energy delivered by Seller under ths Agreement after the Point
of Delivery, including without limtation any loss, claim, action or suit, for or on
account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or
destruction or economic 10ss of propert, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of Seller, its directors,
offcers, employees, agents, lenders or representatives.
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13.2 No Dedication. Nothg in ths Agreement shall be construed to create any duty
to, any standard of care with reference to, or any liabilty to any person not a Part to ths
Agreement. No undertakig by one Part to the other under any provision of this Agreement
shall constitute the dedication of that Part's system or any portion thereof to the other Part
or to the public, nor affect the status of PacifiCorp as an independent public utility corporation
or Seller as an independent individual or entity.
13.3 CONSEQUENTIA DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES AR INCLUDED IN THE LIQUIATED DAMAGES, DELAY DAMAGES,
OR OTHER SPECIFED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN
THIS AGREEMENT, NEITHER PARTY SHALL BE LIALE TO THE OTHER PARTY
FOR SPECIA, PUNITIVE, INDIRCT, EXEMPLARY OR CONSEQUENTIA
DAMAGES, WHETHER SUCH DAMAGES AR ALLOWED OR PROVIDED BY
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR
OTHERWISE.
SECTION 14: LIAILITY AN INSURCE
14.1 Certificates and Certified Copies of Policies. Seller shall provide PacifiCorp
with certificates of inurance evidencing the policies contemplated by Section _ prior to the
date by which such policies are required to be maintaied as set fort in Section . If any
coverage is written on a "claims-made" basis, the certification accompanying the policy shall
conspicuously state that the policy is "claim-made." PacifiCorp shall have the right to
request certified "true and correct" copies of the insurance policies at any time durig the term
of the Agreement and Seller shal furnsh to PacifiCorp within 30 days of the request.
14.2 Required Policies and Coverages. Without limting any liabilties or any other
obligations of Seller under ths Agreement, prior to the commencement of interconnection with
the System and until the termation of this Agreement, Seller shal secure and continuously
carry with an inurance company or companies rated not lower than "A-" by A.M. Best
Company (or with a company or companies having equivalent rating) the following inurance
coverage:
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14.2.1 Employers' Liabilty inurance with limts of at least $1,000,000;
14.2.2 Commercial General Liabilty inurance with bodily injury and
propert damage combined single limts of at least $1,000,000 per occurrence. Such
insurance shall include, but not necessarily be limted to, specific coverage for
contractual liability encompassing the indemnfication provisions in this Agreement,
broad form propert daage liabilty, persona injur liabilty, explosion and collapse
hazard coverage, products/completed operations liabilty, and, where applicable,
watercraft protection and indemnty liabilty;
14.2.3 Excess Umbrella Liability inurance with a single limt of at least
$20,000,000 per occurrence in excess of the limts of inurance provided above; and
14.2.4 Al-Risk inurance in an amount at least equal to the 80% of the
replacement value of the Facilty. The policy shall provide coverage in an amount
equal to the fu replacement value of the Facilty for "all risks" of physical loss or
damage except as hereinafter provided, including coverage for eart movement, flood,
boiler and machinery, transit and off-site storage accident exposure, but excluding the
equipment owned or leased by Operator and its subcontractors and their persona
propert. The policy may contain separate sub limts and deductibles subject to
inurance company underwritig guidelines. Seller shal maitain the policy in
accordance with terms available in the inurance market for simar electric generating
facilties.. The policy shall include coverage for business interrption in an amount
covering a period of indemnty equa to twelve (12) months.
14.3 Inurance Structue. Seller may satisfy the amounts of inurance required in
Section 14.2 above by purchasing primary coverage in the amounts specified or by buying a
separate excess umbrella liabilty policy together with lower limt primary underlying
coverage. The structure of the coverage is at Seller's option, but the tota amount of inurance
must the above requirements.
14.4 Occurrence-Based Coverage. The coverage required above, and any umbrella or
excess coverage, shall be "occurrence" form policies. In the event that any policy is written
on a "claims-made" basis and such policy is not renewed or the retroactive date of such policy
is to be changed, the first inured Part shal obtain or cause to be obtained for each such
policy or policies the broadest basic and supplementa extended reportg period coverage or
"tail" reasonably available in the commercial inurance market for each such policy or policies
and shall provide the other Part with proof that such basic and supplemental extended
reporting period coverage or "tail" has been obtaied.
14.5 Endorsement Items. Seller shall immediately cause its inurers to amend its
Commercial General Liabilty and Umbrella or Excess Liabilty policies with alI of the
following endorsement items, and to amend its Workers' Compensation and Auto Liabilty
policies with the endorsement items set fort in Sections 14.5.3 and 14.5.4 below:
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14.5.1 PacifiCorp and its Affliates, their respective directors, offcers,
employees, and agents as an additional insured under ths policy and to the maximum
extent allowed by law, shall be provided with coverages at least as broad as those
required of the Seller by this Agreement;
14.5.2 This inurance is primary with respect to the interest of PacifiCorp
and its Affiliates, their respective directors, offcers, employees, and agents; and any
other inurance maintained by them in excess and not contributory with this inurance;
14.5.3 Inurer hereby waives all rights of subrogation againt PacifiCorp
and its Affliates, their respective directors, officers, employees, and agents; and
14.5.4 Notwithstading any provision of the policy, this policy may not be
canceled, non-renewed or materially changed by the inurer without giving ten (10)
days' prior written notice to PacifiCorp.
14.6 Periodic Review. PacifiCorp may review this schedule of required inurance
provided in Section 14 as often as once every two (2) years. PacifiCorp may in its discretion
require the Seller to make changes to the inurance coverage requirements in this Section 14 to
the extent reasonably necessary to cause such policies and coverages to conform to the
insurance policies and coverages tyically obtained or required for power generation facilities
comparable to the Facilty at the time of PacifCorp's review takes place with the consent of
Seller, which shall not be unreasonably witheld.
SECTION 15: FORCE MAJEURE
15.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure"
mean any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite
the exercise of due diligence, such Part is unable to prevent or overcome. By way of
example, Force Majeure may include but is not limted to acts of God, flood, storms, wars,
hostilties, civil strife, strikes, and other labor disturbances, eartquakes, fies, lightng,
epidemics, sabotage, restraint by court order or other delay or failure in the performance as a
result of any action or inction on behalf of a public authority which is in each case (i) beyond
the reasonable control of such Par, (ii) by the exercise of reasonable foresight such Par
could not reasonably have been expected to avoid and (iii) by the exercise of due diligence,
such Part shall be unable to prevent or overcome. Force Majeure, however, specificaly
excludes the cost or availability of fuel or motive force to operate the Facility or changes in
market conditions that affect the price of energy or transmission. If either Part is rendered
wholly or in par unble to perform its obligation under ths Agreement because of an event of
Force Majeure, both Parties shall be excused from whatever performance is affected by the
event of Force Majeure, provided that:
15.1.1 the non-performg Party, shall, within two (2) weeks after the
occurence of the Force Majeure, give the other Part written notice describing the
pariculars of the occurrence, including the start date of the Force Majeure, the cause
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of Force Majeure, whether the Facilty remain partially operational and the expected
end date of the Force Majeure;
15.1.2 the suspension of performance shall be of no greater scope and of
no longer duration than is required by the Force Majeure;
15.1.3 the non-performg Part uses its best efforts to remedy its
inbility to perform; and
15.1.4 the non-performg Par shal provide prompt written notice to the
other Part at the end of the Force Majeure event detaig the end date, cause there of,
damage caused there by and any repais that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
15.2 No obligations of either Part which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Part shall be requied to sette any strike, walkout, 10ckout or other
labor dispute on terms which, in the sole judgment of the Par involved in the dispute, are
contrar to the Part's best interests.
SECTION 16: SEVERA OBLIGATIONS
Nothng contained in this Agreement shall ever be constred to create an association, trst,
parership or joint ventue or to impose a trst or parnership duty, obligation or liabilty
between the Pares. If Seller includes two or more pares, each such party shall be jointly and
severally liable for Seller's obligations under ths Agreement.
SECTION 17: CHOICE OF LAW
Ths Agreement shall be interpreted and enorced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jursdiction.
SECTION 18: PARTIA INALIDITY
It is not the intention of the Paries to violate any laws goverg the subject matter of ths
Agreement. If any of the terms of the Agreement are finally held or determed to be invalid,
illegal or void as being contrar to any applicable law or public policy, all other terms of the
Agreement shall remai in effect. If any terms are fially held or detered to be invalid,
ilegal or void, the Pares shall enter into negotiations concerng the terms afected by such
decision for the purose of achieving conformity with requirements of any applicable law and
the intent of the Parescto ths Agreement.
31
DRAFT
SECTION 19: WAIR
Any waiver at any time by either Pary of its rights with respect to a default under ths
Agreement or with respect to any other matters arsing in connection with ths Agreement must
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 20: GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS
PacifiCorp's compliance with the terms of this Agreement is conditioned on Seller's submission
to PacifiCorp prior to the Commercial Operation Date and Seller's maintenance thereafter of
copies of all local, state and federal licenses, perits and other approvals as then may be required
by law for the constrction, operation and maintenance of the Facility.
SECTION 21: SUCCESSORS AND ASSIGNS
This Agreement and alI of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assign of the Paries hereto, except that no assignent
hereof by either Pary shall become effective without the wrtten consent of both Pares being
first obtaied. Such consent shall not be unreasonably witheld. Notwithstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may conveyor transfer substantially all of its electrc utility assets, shall automatically, without
fuer act, and without need of consent or approval by the Seller, succeed to all ofPacifiCorp's
rights, obligations, and interests under this Agreement. Ths arcle shall not prevent a fiancing
entity with recorded or secured rights from exercising all rights and remedies available to it
under law or contract. PacifiCorp shall have the right to be notified by the financing entity that it
is exercising such rights or remedies.
SECTION 22: ENTIR AGREEMENT
22.1 This Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether oral or in writing, regarding PacifiCorp's
purchase of Net Output from the Facility. No modification of this Agreement shal be
effective unless it is in writing and signed by both Parties.
22.2 By executing ths Agreement, each Part releases the other from any claims,
known or unkown, that may have arisen prior to the Effective Date with respect to the
Facilty and any predecessor facilty proposed to have been constructed on the site of the
Facility.
SECTION 23: NOTICES
AlI notices except as otherwise provided in ths Agreement shall be in writing, shall be
directed as follows and shall be considered delivered if delivered in person or when deposited
in the U.S. Mail, postage prepaid by certified or registered mail and return receipt requested.
32
DRAFT
Notices PacifCorp Seller
All Notices PacifiCorp
825 NE Multnomah Street Portand,
OR 97232
Att: Contract Admstration,
Suite 600
Phone: (503) 813 - 5952
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Federal Tax il Number: 93-0246090
Al Invoices:Att: Back Offce, Suite 700
Phone: (503) 813 - 5578
Facsimle: (503) 813 - 5580
Schedulig:Att: Resource Plang, Suite 600
Phone: (503) 813 - 6090
Facsimle: (503) 813 - 6265
Payments:Att: Back Offce, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Wire Transfer:Ban One N.A.
To be provided in separate letter from
PacifiCorp to Seller
Credit and Att: Credit Manager, Suite 1900
Collections:Phone: (503) 813 - 5684
Facsimle: [phone]
With Additional Att: PacifiCorp General Counsel
Notices of an Phone: [phone]
Event of Default Facsimile: [phone]
or Potential
Event of Default
to:
The Paries may change the person to whom such notices are addressed, or thei addresses, by
providig wrtten notices thereof in accordance with this Section.
IN WITNSS WHEREOF, the Pares hereto have caused ths Agreement to be executed
in their respective names as of the date fist above wrtten.
PacifiCorp Seller
33
DRAFT
By:By:
Name:Name:
Title:Title:
DRAFT
EXHIT A
DESCRIPTION OF SELLER'S FACILITY
(Seller to Complete)
Seller's Facility consists of generator(s) manufactued by
. More specifically, each generator at the Facility is descrbed as:
Type (synchronous or inductive):
Model:
Number of Phases:
Rated Output (kW):
Rated Voltage (le to lie):
Rated Current (A): Stator: _ A; Rotor:
Maxium kW Output: kW
Miimum kW Output: kW
Manufacturer's Guaranteed Cut-in Wind Speed (if applicable):
Facilty Capacity Ratig: kW at
Identify the maximum output of the generator(s) and descrbe any differences between that
output and the Nameplate Capacity Rating:
Rated Output (kV A):
A
Maxum kVA Output:kVA
Station servce requiements, and other loads served by the Facilty, if any, are described
as follows:
Location of the Facilty: The Facility is located in
is more paricularly described as follows:
County, Idaho. The location
(legal description of parcel)
Power factor requiements:
Rated Power Factor (PF) or reactive load (kV AR):
Attach documentation of the power cure for the generator(s).
A-I
DRAFT
EXHffITB
POINT OF DELIVERY /PARTffS' INTERCONNECTION FACILITffS
(Seller to provide its own diagram and description)
Intructions to Seller:
1. Include description of point of meterig, and Point of Deliver
2. Provide interconnection single line drawing of Facility including any transmission
facilities on Seller's side of the Point of Deliver.
B-1
DRAFT
EXHITC
REQUIRD FACILITY DOCUMENTS
Qualifyng Facility Number from FERC:
The following Documents are requied to complete ths project:
Easements:
Permts:
C-l
DRAFT
EXHmITD
ENERGY DELIVERY SCHEDULE
(Pro,ieet Name)
Scheduled MonthlY
Energy Delivery AvekW/mo
Januar
Februar
March
April
May
June
July
August
September
October
November
December
TOTAL:
Planed Outages. Seller wil provide a Planed Outage schedule anually not to exceed _
hours per per year.
D-l
DRAFT
EXHIBITE
START-UP TESTING
Required factory testing includes such checks and tests necessar to detere that the
equipment systems and subsystems have been properly manufactued and installed, fuction
properly, and are in a condition to pert safe and effcient star-up of the Facility, which may
include but are not limited to:
1. Test of mechancal and electrca equipment;
2. Calibration of all monitorig intrents;
3. Operating tests of al valves, operators, motor starers and motor;
4. Alars, signals, and fail-safe or system shutdown control tests;
5. Point-to-point continuity tests;
6. Bench tests of protective devices; and
7. Tests required by manufactuer(s) and designer(s) of equipment.
Required star-up tests are those checks and tests necessar to deterine that all featues
and equipment, systems, and subsystems have been properly installed and adjusted, fuction
properly, and are capable of operatig simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp's electrcal system, which may include but are
not limted to:
1. Turbine/generator mechancal ru and fuctionality;
2. System operation tests;
3. Brake tests;
4. Energiation of trsformers;
5. Synchronizing tests (maual and auto);
6. Excitation and voltage reguation operation tests;
7. Auto stop/star sequence;
8. Completion of any state and federal envionmental testing requiements; and
9. Tests required by maufactuers) and designer(s) of equipment.
For wid projects only, the following Wind Turbine Generator Insta11ation Checklists are
required documents to be signed offby Manufactuer or Subcontract Category Commissionig
Personnel as par ofthe Commissioning and starp testing:
,
Turbine Intallation
Foundation Inspection
Controller Assembly
Power Cables
Cable Intallation Checklists includig: Controller
Top Deck / Yaw Deck
Tower Top Secion/ Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E-1
EXHffITF-l
MOTIV FORCE PLAN
WIN SPEED DATA SUMES & HOURY WID PROFILE
.C._~-
Fl- 1
DRAFT
DRAFT
EXHITF-2
ENGINER'S CERTIFICATION
(1) THAT THE WIND DATA SUMMS IN EXHIBIT F-1 AR ACCURATE;
(Licensed Professional Engieer's cerfication)
(2) THT THE AVERAGE ANAL NET OUTPUT ESTIMTE IS KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT BASED ON
THE MOTIVE FORCE PLAN IN EXHIBIT F-l;
(Licensed Professional Engieer's cerification)
(3) THAT THE FACILITY, UNER AVERAGE DESIGN CONDITIONS, LIKLY WILL
GENERATE NO MORE TH. 10 aM IN AN CALENDAR MONTH.
(Licensed Professional Engieer's cefication)
F2-1
DRAFT
EXHfflTG
SAMPLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the non-Ievelized purchase price durg an On-Peak Hour in May of 2009
equals $76.73/M (the 2009 anual rate for Conforming Energy) multiplied by 92% (0.92)
(the May On-Peak Hour multiplier) minus $5.1O/M (the wind integration cost), which equals$65.49/M.
Table 3: Sample calculations for non-levelized On-Peak Conforming Energy in 2009: Puchase
Price = (anual rate * monthly On-Peak multiplier) - wid integration cost.
Conformig
Energy Calculated Purchase
Annual Rate On-Peak Wind Price for 2009 On-
for 2009 Hour Integration Peak Conformig
Month (perMW)Multiplier Cost Energy (per MWh)
Januar $76.73 103%$5.10 $73.93
February $76.73 105%$5.10 $75.47
March $76.73 95%$5.10 $67.79
April $76.73 95%$5.10 $67.79
May $76.73 92%$5.10 $65.49
June $76.73 94%$5.10 $67.03
July $76.73 121%$5.10 $87.74
August $76.73 121%$5.10 $87.74
September $76.73 109%$5.10 $78.54
October $76.73 115%$5.10 $83.14
November $76.73 110%$5.10 $79.30
December $76.73 129%$5.10 $93.88
Table 4: Sample ca1culations for non-levelized Off-Peak Conformng Energy in 2009: Puchase
Price = (anual rate * monthy Off-Peak multiplier) - wind integration cost.
Conformig
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2009 Off-
for 2009 Hour Integration Peak Conformig
Month (perMW)Multiplier Cost Energy (per MW)
Januar $76.73 94%$5.10 $67.03
Februar $76.73 97%$5.10 $69.33
March $76.73 80%$5.10 $56.28
April $76.73 76%$5.10 $53.21
G-1
DRAFT
Conformig
Energy Calculated Purchase
Anual Rate Off-Peak Wind Price for 2009 Off-
for 2009 Hour Integration Peak Conformig
Month (perMWh)Multiplier Cost Energy (per MWh)
May $76.73 63%$5.10 $43.24
June $76.73 65%$5.10 $44.77
July $76.73 92%$5.10 $65.49
August $76.73 106%$5.10 $76.23
September $76.73 99%$5.10 $70.86
October $76.73 105%$5.10 $75.47
November $76.73 96%$5.10 $68.56
December $76.73 120%$5.10 $86.98
G-2
DRAFT
EXHIBITH
Seller Authorization to Release Generation Data to PacifCorp
(Interconnection Customer Letterhead)
Transmssion Serices
Att: Director, Transmission Serces
825 NE Multnomah, Suite 1600
Portland, OR 97232
RE:Interconnection Request
Dear Sir:
hereby voluntarly authorizes PacifiCorp's Transmission business unit to
's generator interconnection information and generator meter data
's Qualifyg Facility located in the town of
County, with Marketing Affiliate employees ofPacifiCorp
Energy, including, but not limited to those in the Commercial and Trading group.
acknowledges that PacifiCorp did not provide it any preferences, either
operational or rate-related, in exchange for ths voluntary consent.
share
relating to
Name
Title
Date
H-l
DRAFT
EXHIT I
Template Seller Certcation of Conditions for Commercial Operation
¡Seller Letterhead)
¡Address to PaeifCorp)
RE:Qualig Facilty
Dear Sir:
(Template for certfication to be added.)
Name
Title
Date
1- 1
EXHIBIT Á-16
May 12, 2009 email from James Carkulis.
Case: PAC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of2
Griswold, Bruce tMkt Function)
From: James T. Carkulis (mtltIin-tch.comJ
Sent: Tuesday, May 12, 2009 6:55 AM
To: Griswold, Bruce iMkt Function)
Cc: Younie, John; 'Ken Kaufmann'
Subject: RE: contracts
Bruce:
Thank you. We shall commence reviewing.
But, also as identified, transmission access is an issue which is not part and parcel of PURPA contract requests
and XRG is convinced that issue can be dealt with outside of the requests for contracts. Therefore, XRG would
appreciate the tendering of the balance of our submissions. We have third part experts who have a high level of
confidence there is suffcient access currently or in the very near future.
Again, thanks and we shall be getting back to you shortly.
James
Confidential & Proprietary .
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(Pl 208.336.9793
(fj 208,336,9431
(ml 406.459.3013
(el mtlCâin-tch,com
This electronic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express mail. Thank you
From: Griswold, Bruce (Mkt.functon)- (mailto:Bruce.Griswold(QPadfiCorp.comJ
sent: Monday, May 11,20095:26 PM~~Carkulis
Cc: Younie, John; Ken Kaufmann
Subject: RE: contract
James
Please find the attached draft Idaho standard QF PP A to be used for a wind project. It should include all
the recent Idaho commssion orders. It does not include Addendum W which is the bolt-on addendum
for an off-system project deliverng to PacifiCorp. I will send that separately. Per our last
communcation (attached), we indicated PacifiCorp does not have suffcient transmission at Borah or
Brady to accept any project greater than 23MW and you selected one project, XRG-DP 10, that would
be developed into a PP A. Please provide a redline to ths document with your proposed changes for
discussion. If you or your team, have questions on the PP A, please call.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
Page 2 of2
503-702-1445 Cell
503-813-6260 Fax
From: James T. carkulis (mailto:mtli(§in-tch.com)
sent: Monday, May 11, 2009 5:35 AM
To: Griswold, Bruce tMkt Functon)
Subject: contracts
Bruce:
In January, PacifiCorp agreed the strategy with XRG was to have all 6 contrct requests before the IPUC by the
end of ApriL. To date, not one draft has been tendered by PacifCorp. We realize these are exciting times and all
are very busy, but all the Aurora work should have been accomplished on JR1 and Jack Ranch by now, the 4
drafts on XRG-DP 7 thru 10 should be in our hands for review.
We would appreciate if we could receive these contracts for review and comment to move to execution.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, iiC
(PI 208.336.9793
(f) 208.336.9431
(mI 406.459,3013
IeI mtllâin-tch.com
This electronic or printed document contains information which (a) may be lEGALLY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above, If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notied that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
EXHIBIT Á-17
July 6, 2009 email from James Carkulis.
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of2
Griswold, Bruce (Mkt Function)
From: James T. Carkulis (mtli~in-tch.com)
Sent: Monday, July 06, 2009 10:35 AM
To: Griswold, Bruce ~Mkt Functionl
Cc: Younie, John; 'Ken Kaufmann'
Subject: RE: contracts
Bruce:
It has been a bit hectic moving to financial close on the 228 MW for 2009. Please accept our apologies on not
getting back to you sooner.
We shall provide a redline to this contract and the other 3 identical contracts proposed for XRG -DP 7, 8, 9, and
10. We are also wondering if you have completed the Aurora modeling under your current IRP on the two 78
MW projects known as Jack Ranch and JR 1? The turbine opportunity which XRG can avail
itself for 2009 is also carrying us into 2010. We wish to install all projects under the PacifiCorp relationship in
2010.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
fpj 208.336,9793
rfl 208.336.9431
rmj 406.459,3013
rej mt/Câin-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader ofthis message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited, If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
From: Griswold, Bruce -(Mkt Functon) (mailto:Bruce.Griswold(QPacifiCorp.com)
sent: Monday, May 11, 2009 5:26 PM
To: James T. Carkulis
Cc: Younie, John; Ken Kaufmann
Subject: RE: contract
James
Please find the attached draft Idaho standard QF PP A to be used for a wid project. It should include all
the recent Idaho commssion orders. It does not include Addendum W which is the bolt-on addendum
for an off-system project delivenng to PacifiCorp. I wil send that separately. Per our last
communication (attached), we indicated PacifiCorp does not have sufficient tranmission at Borah or
Brady to accept any project greater than 23MW and you selected one project, XRG-DP 10, that would
Page 2 of2
be developed into a PP A. Please provide a redline to this document with your proposed changes for
discussion. If you or your team, have questions on the PP A, please calL.
Broce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(§in-tch.com)
sent: Monday, May 11, 2009 5:35 AM
To: Griswold, Bruce -(Mkt Functon)
Subject: contract
Bruce:
In January, PacifiCorp agreed the strategy with XRG was to have all 6 contract requests before the IPUC by the
end of April. To date, not one draft has been tendered by PacifiCorp. We realize these are exciting times and all
are very busy, but all the Aurora work should have been accomplished on JR1 and Jack Ranch by now, the 4
drafts on XRG-DP 7 thru 10 should be in our hands for review.
We would appreciate if we could receive these contracts for review and comment to move to execution.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(pj 208.336.9793
(fJ 208.336.9431
(mj 406,459,3013
(ej mtl(âin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reder of this message is
not the intended recipient. or the employee or agent responsible to deliver it to the intended recipient, you are hereby notifed that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
EXHIBIT A-18
September 18, 2009 email from James Carkulis.
Case: PAC~E-l 0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 ofl
Griswold, Bruce (Mkt Function)
From: James T. Carkulis (mtli(gin-tch.com)
Sent: Friday, September 18, 2009 5:55 AM
To: Griswold, Bruce iMkt Functionl; 'Lawrence R. Leib'
Subject: QF Projects
Bruce:
In January of 2009, we initiated contact with Rocky Mountain Power and with your affirmation to proceed on 4-
20 MW contracts under the published rate and 2 - 78 MW contracts under the Aurora methodology. We have
received but one of the 20 MW contract drafts to date. Exergy has waited patiently and has repeatedly sent
notices to you on providing the balance of the draft contracts for our perusal and modifications.
To this date we have received only the one contract for standard published rates for 20 MW. Your stated reason
was there was insuffcient transmission capacity along the route you propose. While we can appreciate the
supply side of PacifiCorp investigating on its own where they wish the energy from these contracts to deliver,
whether the supply side of PacifiCorp determines capacity is not a function of whether the contracts which were
promised to us in the first quarter of 2009 were to be let. Exergy asked for contracts and Rocky Mountain Power
agreed they would be forthcoming.
We would appreciate in the next 10 days the balance of 5 contracts per the above.
Then we shall proceed in modifying and negotiating the terms and conditions of all 6 power agreements.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(pJ 208.336.9793
(f) 208,336,9431
(mJ 406.459,3013
(eJ mtllãin-tch,com
This electonic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in errr. please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
Case: PAC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT Å-19
October 2, 2009 email with attachments including draft power purchase agreement
from Bruce Griswold.
Griswold, Bruce (Mkt Function)
From:
Sent:
To:
Subject:
Griswold, Bruce (Mkt Function)
Friday, October 02, 2009 4:02 PM
James T. Carkulis
FW: Exergy QF PPA requests
Importance:High
PURPA Contract Request - XRG-DP1 O.pdf; 010ct09 draft Idaho MAG Off-System PPA
CLEAN.doc
Attachments:
Dear James:
I have been in receipt of your September 18 email, in which you voiced your frstration at receiving only one of
six power purchase agreements (PPAs) you requested from PacifiCorp for six planed wid projects you are
developing, located outside ofPacifiCorp's serice tertory and delivered to our system at Brady substation. I
apologize for the delayed response but in order to adequately address your concers, I taled though the
tranmission situation agai with our transmission traders at PacifiCorp merchant and also discussed our
PUR A obligations with legal counsel.
As I explained previously, the point of deliver you propose (Brady substation) are remote sites that
interconnect with PacifiCorp's system where the Company's ability to assiilate delivered power and move it
elsewhere on our system is very limited. As I mentioned, PacifiCorp estimates that the available transmission
capacity in its curent configuation at Brady can only accept approximately 20 to 25 MW of new generation on
a fi basis. In order to accommodate your request to deliver the full 235 MW, PacifiCorp merchant must
request network upgrades from PacifiCorp Transmission, and we understand that such upgrades likely would
take four to five years to complete.
In addition to the physica obstacles to accommodatig your request, PacifiCorp believes that it has the right to
specify a point of deliver onto its system that is reasonable in ters of its needs, and PacifiCorp reseres that
right. See Water Power Co., Inc. v. PacifiCorp, 99 Or App 125, 781 P2d 860 (1989). If you th PacifiCorp's
position is wrong, please explai your position, and the basis therefore.
IfPacifiCorp does have an obligation to accept output at Borah and Brady, PacifiCorp will expect you to pay for
all resulting interconnection costs including network upgrades (either though an adjustment to avoided costs or
though payment to PacifiCorp Transmission) such that the ultimate cost to PacifiCorp's customers is not greater
than the cost avoided by PacifiCorp not constrcting or purchasing an equivalent resource located on a non-
constrained porton of its system. See 18 C.F.R. §§ 292.1 01 (b)(7)), 292.306(a). Agai, if you disagree with ths
principle I urge you to explai your position and basi's therefore.
Your six proposed proj ects would wheel wind energy to a Pacifi Corp point of receipt from which we have very
liited available transmission capacity to move the power to our network load. These projects from both large
and small qualifyng facilities, raise severallegal and technical questions for which PacifiCorp curently is
seeking answers. PacifiCorp has indicated it can accept a single standard Idaho QF project at Brady and
provided a draft PP A on May 11, 2009 that incorporated alI Idaho orders though that date. You have indicated
that you would pursue project XRG-DP-l 0, LLC for ths PP A. I have attached the project specs to ensue that is
stil the case. I have also attached our updated draf PP A with the off-system addendum to reflect scheduled
deliveries versus as generated deliveries. Please provide comments on ths draf foryourXRG-DP-lO, LLC
proj ect including any updated project information. We have not provided draft PP As for the remaining five
projects since it wil require substantial time and effort and, given the challenges identified above, PacifiCorp
does not want to underake ths effort if your projects have fatal flaws such as the available tranmission issue
identified. It was my understanding from our previous communcations that you were agreeable to move
forward on a single project and investigate alteratives, if any, for the other five; however your September 18
email could be interpreted as a demand for a draft PP A pursuant to PUR A.
I would be happy to meet with you and your team at a mutually convenient time to discuss your remaing five
proj ects and determne a pIan for addressing each of those in a timely maner should it be deterned that you
can deliver to an alternate point of delivery where PacifiCorp ca receive and deliver the power to its network~ ~~ ~
PURPA Contract OlOc09 draft
. . . . Reques - XRG-D... Idaho MAG Off-Sy...
load on a firm basiS or overcome the transmission capaci constrait at Brady. Let
know if you would like to schedule a conference call or meetig. Thans.
Regards,
Bruce Griswold
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
/¡elf)',') -?- \/C.erV~
D-i€HfÅ)j~!t0~'r &011i.Y. PlL
ATTORNEYS AT LAW
Peter Richardson
Td: 208-938-7901 Fax: [phone]
p.t. e€' ric na edson andol e' f)', Com
P.O. Box ni8 Boise.lD 83707 . 515 N, 27d. Sf, Boise, ID 8,'\702
January 21, 2009
Bruce Griswold
John Younie
825 NW Multnomah
Portland, Oregon 97232
Via overnight delivery
Re: PURPA Contract for XRG-DP-lO, LLC
Dear Bruce and John:
I visited with you via e-mail communications a while back regarding a PURP A
agreement for the above reference company. Please consider this to be a follow up
request for an Idaho jurisdictional standard twenty year QF agreement with non-Ievelized
rates. The project will be less than 30 average monthly MW and should therefore qualify
for the Idaho PUC's published rates.
The first operation date is December 31, 2010.
The project is located in Cassia County, Idaho. Estimated production data and a location
map is attached for your review. Also attached is a copy of the FERC Notice of Self
Certification for this project, which together with the map and production data should be
suffcient for you to provide my client with a power purchase agreement. Because the
project wil be interconnect with BPA facilities and deliver to your Brady Substation in
Southern Idaho, there is no need for us to engage Rocky Mountain Power for an
interconnection agreement.
Thank you for your prompt response and please give me a call if you have any questions.
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Fonn Approved
OMB Control No. 1902-0075
Expires 7/3112009
FERC Form No. 556
18 C.F.R. § 131.80
CERTIFICATION OF QUALIFYING FACILITY STATUS FOR AN EXISTING OR A
PROPOSED SMAL POWER PRODUCTION OR COGENERATION FACILITY
INFORMTION ABOUT COMPLIANCE
Compliance with the information collection requirements established by the FERC Form No. 556 is
required to obtain and maintain status as a qualifying facilty. See l8 C.F .R. § 13 1 .80 and Part 292.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number.
SUBMIITING COMMENTS ON PUBLIC REPORTING BURDEN
The estimated burden for completing FERC Form No. 556, including gathering and reporting
information, is 4 hours for self-certifications and 38 hours for applications for Commission
certification. Send comments regarding this burden estimate or any aspect of this collection of
information, including suggestions for reducing this burden, to the following: Michael Miler, Offce
ofthe Executive Director (ED-34), Federal Energy Regulatory Commission, 888 First Street NE.,
Washington, DC 20426; and Desk Officer for FERC, Offce of Information and Regulatory Affairs,
Offce of Management and Budget, Washington, DC 20503 (oira_submission~omb.eop.gov).
Include the Control No. 1902-0075 in any correspondence.
GENERA INSTRUCTIONS
Complete this form by replacing bold text below with responses to each item, as required.
PART A: GENERAL INORMTION TO BE SUBMIITED BY ALL APPLICANTS
la. Full name of applicant: (Note: Applicant is the legal entity submitting this form, not the
individual employee making the filing. Generally, the Applicant wil be a company, corporation or
organization, unless the facilty is owned directly by an individual or individuals.)
XRG-DPIO, LLC
Primary Activity: Independent Power Producer, renewable electrical
generation
Docket Number assigned to the immediately preceding submittl fied with the
Commission in connection with the instant facilty, if any:
none
Purose of instant filing (self-certification or se)f-recertification (18 C.F.R. §
292.207( a) (1 )), or application for Commission certification or recertification (18 C.F .R.
§§ 292.207(b) and (d)(2))):
FERC Form No, 556
XRG-DP 10, LLC
212312007 Page2of6
Self-certification
i b. Full address of applicant:
1424 Dodge Ave.
Helena, MT 59601
lc. Indicate the owner(s) of the facilty (including the percentage of ownership held by
any electric utilty or electric utilty holding company, or by any persons owned by
either) and the operator of the facilty. Additionally, state whether or not any of the non-
electric utilty owners or their upstream owners are engaged in the generation or sale of
electric power, or have any ownership or operating interest in any electric facilties other
than qualifying facilties. In order to faciltate review of the application, the applicant
may also provide an ownership chart identifying the upstream ownership of the facilty.
Such chart should indicate ownership percentages where appropriate.
Exergy Development Group - Idaho, LLC
Exergy Development Group - Idaho, LLC is solely owned by Exergy
Development Group, LLC, a Montana limited liabilty company.
Exergy Development Group, LLC is not comprised of any ownership by a
public or private utilty.
i d. Signature of authorized individual evidencing accuracy and authenticity of
information provided by applicant: fNote:"A signature on a fiing shall constitute a certificate that
(1) the signer has read the filing and knows its contents; (2) the contents are tre as stated, to the best
knowledge and belief of the signer; and (3) the signer possesses full power and authority to sign the filing.
A person submitting a self-certification electronically via eFiIng may use typed characters representing
their name to show that the person has signed the document. See 18 C.F.R. § 385.2005.)
C) L~~_~~~~
2. Person to whom communications regarding the filed information may be addressed:
Name: J. Lars Dorr
Title: Lead Project Engineer, Exergy Technology Concepts, LLC
Telephone number: 208.429.1499
Mailng address:802 W. Bannock, Ste 1200
FERC Form No, 556
XRG-DPIO, LLC
212n007 Page30f6
Boise, ID 83702
3a. Location of facility to be certified:
State: Idaho
County: Cassia
City or town: Malta
Street address (ifknown): N/A
3b. Indicate the electric utilties that are contemplated to transact with the qualifying
facilty (if known) and describe the services those electric utilties are expected to
provide:
Pacificorp DBA, Rocky Mountain Power
Indicate utilties interconnecting with the facilty and/or providing wheeling service (18
C.F.R. §§ 292.303(c) and (d)):
Bonnevile Power Administration
Indicate utilties purchasing the useful electric power output (18 C.F .R. §§ 292.101 (b )(2),
292.202(g) and 292.303(a)):
Pacificorp DBA, Rocky Mountain Power
Indicate utilties providing supplementary power, backup power, maintenance power,
and/or interrptible power service (18 C.F.R. §§ 292.101(b)(3), (b)(S), 292.303(b) and
292.305(b )):
Bonnevile Power Administration
4a. Describe the principal components of the facilty including boilers, prime movers and
electric generators, and explain their operation. Include transmission lines, transformers
and switchyard equipment, if included as part of the facility.
DeWind D8.2, 2.0MW Wind Turbine Generator
Number of units - 5
4b. Indicate the maximum gross and maximum -net electric power production capacity of
FERC Form No. 556
XRG-DPIO, LLC
21212007 Page 4 of6
the facilty at the point(s) of delivery and show the derivation. (Note: Maximum gross output
is the maximum amount of power that the facility is able to produce, measured at the tenninals of the
generator(s). Maximum net output is maximum gross output minus (1) any auxilary load for devices that
are necessary and integral to the power production process (fans, pumps, etc.), and (2) any losses incurred
from the generator(s) to the point of delivery. If any electric power is consumed at the location of the QF
(or thermal host) for purposes not related to the power production process, such power should not be
subtracted from gross output for purposes of reporting maximum net output here.)
Gross output: 10 MW
Net output: 9 MW
Derivation (assumptions about losses, auxilary load or lack thereof, and calculation of
gross and net output):
10.00/0 losses including, but not limited to, line losses, icing, availabilty,
waking, turbulence/control, etc.
4c. Indicate the actual or expected installation and operation dates of the facilty, or the
actual or expected date of completion of the reported modification to the facilty:
June 2008
4d. Describe the primar energy input (e.g., hydro, coal, oil (18 C.F.R. § 292.202(1)),
natural gas (18 C.F.R. § 292.202(k)J, solar, geothermal, wind, waste, biomass (18 C.F.R.
§ 292.202(a)J, or other). For a waste energy input that does not fall within one of the
categories on the Commission's list of previously approved wastes, demonstrate that such
energy input has little or no current commercial value and that it 'exists in the absence of
the qualifying facility industr (18 C.F.R § 292.202(b) J.
1000/0 Wind energy input
5. Provide the average annual hourly energy input in terms of Btu for the following fossil
fuel energy inputs, and provide the related percentage of the total average anual hourly
energy input to the facilty (18 C.F.R § 292.202U)J. For any oil or natural gas fuel, use
lower heating value (18 C.F.R § 292.202(m)J:
Natural gas: None
Oil: None
Coal (applicable only to a small power production facilty): None
FERC Form No. 556
XRG-DPIO, LLC
2/23/2007 Page 50f6
6. Discuss any particular characteristic of the facilty which the cogenerator or small
power producer believes might bear on its qualifying status. '
None
PART B: DESCRIPTION OF THE SMAL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applicants seeking certification as a small power
production facilty. Applicants for certification as a cogeneration facilty may delete Items 7 and 8
from their application, or enter "N/A" at both items.
7. Describe how fossil fuel use wil not exceed 25 percent of the total annual energy input
limit (1S C.F.R §§ 292.202(j) and 292.204(b)). Also, describe how the use of fossil fuel
wil be limited to the following purposes to conform to Federal Power Act section
3(17)(B): ignition, stait-up, testing, flame stabilzation, control use, and minimal amounts
of fuel required to alleviate or prevent unanticipated equipment outages and emergencies
directly affecting the public.
N/A
8. If the facilty reported herein is not an eligible solar, wind, waste or geothermal
facility, and if any other non-eligible facilty located within one mile of the instant
facilty is owned by any of the entities (or their affiiates) reported in Part A at item lc
above and uses the same primar energy input, provide the following information about
the other facilty for the purpose of demonstrating that the total of the power production
capacities of these facilties does not exceed SO MW (18 C.F.R § 292.204(a)): (See
definition of an "eligible facilty" below. Note that an "eligible facility" is a specific type of small power
production facilty that is eligible for special treatment under the Wind, Waste and Geothermal Power
Production Incentives Act of 1990, as subsequently ame,nded in 199 i, and should not be confused with
facilties that are generally eligible for QF status.)
Facilty name, if any (as reported to the Commission):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
FERC Form No. 556
XRG-DPIO, LLC
2/2312007 Page6of6
Common primary energy source used as énergy input:
N/A
Power production capacity (MW):
N/A
An eligible solar, wind, waste or geothermal facilty, as defined in Section 3(17)(E) of the
Federal Power Act, is a small power production facilty that produces electric energy
solely by the use, as a primary energy input, of solar, wind, waste or geothermal
resources, for which either an application for Commission certification of qualifying
status (18 C.F.R § 292.207(b)) or a notice of self-certification of qualifying status (18
C.F.R § 292.207( a)) was submitted to the Commission not later than December 31, 1994,
and for which construction of such facility commences not later than December 31, 1999,
or if not, reasonable dilgence is exercised toward the completion of such facilty, taking
into account all factors relevant to constiuction of the facilty.
PART C: DESCRIPTION OF THE COGENERATION FACILITY
Items 9 through 15 only need to be answered by applicants seeking certification as a cogeneration
facility. Applicants for certification as a small power production facilty may delete Items 9 through
15 from their application, or enter "N/A" at each item.
DELETED
DRAFT
Tms WORKG DRAFT DOES NOT CONSTI A BINING OFFER, SHAL NOT FORM THE
BASIS FOR AN AGREEMENT BY ESTOPPEL OR OTHERWISE, AN IS CONDITIONED UPON EACH
PARTY'S RECEIPT OF ALL REQUID MAAGEMENT APPROVALS (INCLUDING FINAL CREDIT
AND LEGAL APPROVAL) AN ALL REGULTORY APPROVALS. ANY ACTIONS TAKEN BY A
PARTY IN RELIACE ON THE TERMS SET FORm IN THS WORKG DRAFT OR ON STATEMENTS
MAE DURG NEGOTITIONS PURSUANT TO THS WORKG DRAFT SHAL BE AT THT
PARTY'S OWN RISK. UNTI THS AGREEMENT IS NEGOTITED, APPROVED BY MAAGEMENT,
SIGNED, DELIVRED AN APPROVED BY ALL REQUID REGULATORY BODIES, NO PARTY
SHAL HAVE ANY OTHER LEGAL OBLIGATIONS, EXRESSED OR IMLIED, OR ARSING IN AN
omER MAR UNER Tms WORKG DRAT OR IN TH COURSE OF NEGOTIATIONS.
POWER PURCHASE AGREEMENT
BETWEEN
(a non-fueled, wind-powered resource with Mechanical Availability Guarantee, Idaho
Qualifying Facilty interconnected to non-PacifiCorp system in _(STATE) delivering
power to PacifiCorp in Idaho -10aMW /Month or less)
AN
PACIFICORP
Section 1: Definitions......................................................................................................... 2
Section 2: Term, Commercial Operation Date ................................................................... 9
Section 3: Representations and Warranties.................. ....... ......... ..................................... 10
Section 4: Delivery of Power; Availabilty Guaranty....................................................... 12
Section 5: Purchase Prices.............................................. .................................................. 14
Section 6: Operation and Control ..................................................................................... 16
Section 7: Motive Force.................................................................................................... 19
Section 8: Generation Forecasting Costs .......................................................................... 19
Section 9: Metering; Reports and Records ....................................................................... 20
Section 10: Bilings, Computations and Payments ........................................................... 21
Section 11: Security.... ................... ......... ........ .................. ................................................ 22
Section 12: Defaults and Remedies .................................................................................. 23
Section 13: Indemnification.............................................................................................. 25
Section 14: Liability and Insurance .................................................................................. 26
Section 15: Force Majeure................................................................................................28
Section 16: Several Obligations........................................................................................ 29
Section 17: Choice of Law................................................................................ ................ 29
Section 18: Parial Invalidity ............................................................................................ 29
Section 19: Waiver............................................................................................................29
Section 20: Governental Jursdiction and Authorizations ............................................. 30
Section 21: Successors and Assigns ................................................................................. 30
Section 22: Entire Agreement...........................................................................................30
Section 23: Notices ........................................................................................................... 30
1
DRAFT
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT, entered into this day of ,20_,is between (Seller's name), an (Seller's
state of incorporation) (corporation, partership, or limited liability company)
(the "Seller") and PacifiCorp, an Oregon corporation acting in its merchant function capacity
("PacifiCorp"). Seller and PacifiCorp are referred to collectively as the "Partes" and
individually as a "Part".
RECITALS
A. Seller intends to construct, own, operate and maintain a
(state type of facility) facility for the generation of
electric power located in (City, County, State) with an
expected Facility Capacity Rating of -kilowatts (kW) ("Facilty").
B. Seller intends to operate the Facility as a Qualifying Facility; as such term is
defined in Section 1.52 below.
C. Seller estimates that the average anual Net Output to be delivered by the Facility
to PacifiCorp is kilowatt-hours (kWh) ("Average Annual Net Output") pursuant
to the monthly Energy Delivery Schedule in Exhibit D hereto, which amount of energy
PacifiCorp will include in its resource planing.
D. Seller intends to sell and PacifiCorp intends to purchase all the Net Output from
the Facility in accordance with the terms and conditions of this Agreement.
E. PacifiCorp intends to designate Seller's Facility as a Network Resource for the
puroses of serving Network Load.
E. Seller intends to transmit Net Output to PacifiCorp via transmission facilities
operated by a third par(ies), and PacifiCorp intends to accept scheduled firm delivery of
Seller's Net Output, under the terms of this Agreement, including the Generation Scheduling
Addendum attched as Addendum W and incorporated contemporaneously herewith.
F. This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jurisdictional
Cost Allocation Revised Protocol and, as such, the costs of QF energy under ths Agreement
shall be allocated as a system resource unless any portion of those costs exceeds the cost
PacifiCorp would have otherwse incured acquiring comparable resources. In that event, the
Revised Protocol assigns those excess costs on a situs basis to the state in which the Facility is
located. In addition, for the purposes of inter-jursdictional cost allocation, PacifiCorp represents
that the costs of this Agreement do not exceed the costs PacifiCorp would have otherwse
incured acquiring resources in the market that are defined as "Comparable Resources" in
Appendix A to the Inter-Jurisdictional Cost Allocation Revised Protocol. For the purposes of
inter-jurisdictional cost allocation, PacifiCorp represents that the costs and revenues from the
energy and capacity sold to Seller by PacifiCorp will be assigned on a situs basis to the state to
which Net Output from the Facility is delivered.
G. 'Seller has authorized Interconnected Utility to release generation data to
PacifiCorp. The authorization is attached as Exhibit H.
1
DRAFT
NOW, THEREFORE, the Paries mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings:
1.1 "As-built Supplement" shall be a supplement to Exhbit A, provided by Seller
following completion of constrction of the Facility, accurately describing the completed
Facility.
1.2 "Availabilty" means, for any Biling Period, the ratio, expressed as a percentage,
of (x) the aggregate sum of the tubine-minutes in which each of the Wind Turbines at the
Facilty was available to generate at the Maximum Facilty Delivery Rate durng the Biling
Period over (y) the product of the number of Wind Turbines that comprise the Facility Capacity
Rating as of Commercial Operation multiplied by the number of minutes in such Biling Period.
A Wind Turbine shall be deemed not available to operate durng minutes in which it is (a) in an
emergency, stop, service mode or pause state; (b) in "ru" status and faulted; or (c) otherwise not
operational or capable of delivering at the Maximum Facilty Delivery Rate to the Point of
Interconnection; unless if unavailable due solely to (i) a default by PacifiCorp; (ii) a curtailment
in accordance with Section 6.2.1 (b) or (d); or (ii) insufcient wind (including the normal
amount of time required by the generating equipment to resume operations following a period
when wind speed is below the Cut-In Wind Speed).
1.3 "Bilg Period" means the time period between PacifiCorp's reading of its power
purchase meter at the Facility and for this Agreement shall coincide with calendar months.
1.4 "Commercial Operation" means that not less than the 90% of the expected
Facility Capacity Rating is fully operational and reliable and the Facilty is fully interconnected,
fully integrated, and synchronized with the Interconnected Utilty's electric system, all of which
shall be Seller's responsibilty to receive or obtain, and which occurs when all of the following
events (i) have occured, and (ii) remain simultaneously tre and accurate as of the date and
moment on which Seller gives PacifiCorp notice that Commercial Operation has occured:
1.4.1 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facilty Capacity Rating of the Facilty at
the anticipated time of Commercial Operation and (b) stating that the Facility is able to
generate electric power reliably in amounts required by this Agreement and in accordance
with all other terms and conditions of this Agreement.
1.4.2
with Exhibit E.
Sta-Up Testing of the Facilty has been completed in accordance
1.4.3 PacifiCorp has received an executed copy of Seller's Generation
Interconnection Agreement and Transmission Agreement(s).
2
DRAFT
1.4.4 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, an attorney in good standing in Idaho or _(State), or a
letter from the Interconnected Utility, stating that, in accordance with the Generation
Interconnection Agreement, all required interconnection facilties have been constructed,
all required interconnection tests have been completed and the Facility is physically
interconnected with the Interconnected Utility's electric system in conformance with the
Generation Interconnection Agreement and able to deliver energy consistent with the
terms of this Agreement, and the Facilty is fully integrated and synchronized with the the
Interconnected Utility's electric system.
1.4.5 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good standing in (State), stating
that Seller has obtained all Required Facility Documents and, if requested by PacifiCorp
in wrting, that Seller has provided copies of any or all such requested Required Facility
Documents.
1.4.6 Seller has complied with the securty requirements of Section 11.
Seller shall provide written notice to PacifiCorp stating when Seller believes that the Facility has
achieved Commercial Operation and its Facility Capacity Rating accompanied by the certificates
described above. PacifiCorp shall have ten days after receipt either to confirm to Seller that all
of the conditions to Commercial Operation have been satisfied or have occured, or to state with
specificity what PacifiCorp reasonably believes has not been satisfied. If, within such ten day
period, PacifiCorp does not respond or notifies Seller confrming that the Facility has achieved
Commercial Operation, the original date of receipt of Seller's notice shall be the Commercial
Operation Date. IfPacifiCorp notifies Seller within such ten day period that PacifiCorp believes
the Facility has not achieved Commercial Operation, Seller must addressthe concerns stated in
PacifiCorp's notice to the mutual satisfaction of both Paries, and Commercial Operation shall
occur on the date of such satisfaction, as specified in a notice from PacifiCorp to Seller. If
Commercial Operation is achieved at less than one hundred percent (100%) of the expected
Facility Capacity Rating, Seller shall provide PacifiCorp an expected date for achieving the
expected Facility Capacity Rating, and the Facility Capacity Rating on that date shall be the final
Facilty Capacity Rating under this Agreement. In no event wil delay in achieving the expected
Facility Capacity Rating beyond the Commercial Operation Date postpone the Expiration Date
specified in Section 2.1.
1.5 "Commercial Operation Date" means the date the Facility first achieves
Commercial Operation.
1.6 "Commission" means the Idaho Public Utilities Commission.
1.7 "Conforming Energy" means all Net Energy except Non-Conforming Energy and
Inadvertent Energy.
1.8 "Conforming Energ Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
3
DRAFT
1.9 "Contract Year" means a twelve (12) month period commencing at 00:00 hours
Mountain Prevailing Time ("MPT") on Januar 1 and ending on 24:00 hours MPT on
December 31; provided, however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last Contract
Year shall end on the Expiration Date, uness earlier termnated as provided herein.
1.10 "Cut-in Wind Speed" means the wind speed at which a stationar wind turbine
begins producing Net Energy, as specified by the turbine manufactuer and set fort in Exhibit
A.
1.11 "Delay Liquidated Damages", "Delay Period", "Delay Price" and "Delay
Volume" shall have the meanings set forth in Section 2.3 of this Agreement. "Delay Security"
shall have the meaning set forth in Section 11.1.1 of ths Agreement.
1.12 "Default Security" shall have the meang set fort m Section 11.2 of this
Agreement.
1.13 "Effectie Date" shall have the meaning set forth m Section 2.1 of this
Agreement.
1.14 "Energ Deliery Schedule" shall have the meaning set forth in Section 4.3 of
this Agreement.
1.15 "Environmental Attributes" means any and all claims, credits, benefits,
emissions reductions, offsets, and allowances, howsoever entitled, resulting from the avoidance
of the emission of any gas, chemical, or other substace to the air, soil or water, which are
deemed of value by PacifiCorp. Environmental Attbutes include but are not limited to: (l) any
avoided emissions of pollutants to the air, soil, or water such as (subject to the foregoing) sulfu
oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and other pollutants; and (2) any
avoided emissions of carbon dioxide (C02), methane (CH4), and other greenhouse gases
(GHGs) that have been determined by the United Nations Intergovernental Panel on Climate
Change to contribute to the actual or potential threat of altering the Eart' sclimate by trapping
heat in the atmosphere. Environmental Attibutes do not include (i) Production Tax Credits or
certain other tax incentives existing now or in the futue associated with the constrction,
ownership or operation of the Facility, (ii) matters designated by PacifiCorp as sources of
liabilty, or (iii) adverse wildlife or environmental impacts.
1.16 "Expiration Date" shall have the meanng set fort In Section 2.1 of this
Agreement.
1.17 "Facilty" means Seller's project, including the Seller's Interconnection Facilties,
as described in the Recitals, Exhibit A, and Exhibit B.
1.18 "Facilty Capacity Ratig" means the sum of the Nameplate Capacity Ratings for
all generators comprising the Facility.
1.19 "Force Majeure" has the meaning set forth in Section 15.1.
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1.20 "Forced Outage" means an outage that requires removal of one or more Wind
Turbines from service, another outage state or a reserve shutdown state before the end of the next
weekend. Maintenance Outages and Planed Outages are not Forced Outages.
1.21 "Generation Interconnection Agreement" means the generation interconnection
agreement to be entered into separately between Seller and the Interconnected Utility, as
applicable, specifying the Point of Interconnection and providing for the construction and
operation of the Interconnection Facilities.
1.22 "Generation Schedulig Addendum" means Addendum W, the portion of this
Agreement providing for the measurement, scheduling, and delivery of Net Output from the
Facility to the Point of Delivery via the electrc system(s) of non-PacifiCorp Transmission
Entity(s).
1.23 "Inadvertent Energy" means: (1) energy delivered to the Point of Interconnection
or Point of Delivery in excess of the Maximum Monthly Purchase Obligation; and (2) energy
delivered to the Point of Interconnection at a rate exceeding the Maximum Facility Delivery Rate
on an hour-averaged basis.
1.24 "Index Price" shall mean the average of: (l) the weighted average of the daily
On-Peak and Off-Peak Intercontinental Exchange (ICE) Mid-Columbia index prices for firm
energy; and (2) the weighted average of the daily On-Peak and Off-Peak Intercontinental
Exchange (ICE) Palo Verde index (Intercontinental Exchange (ICE) Palo Verde Index) prices for
firm energy. For Sunday and NERC holidays, the 24-Hour Index Price shall be used, unless
Intercontinental Exchange (ICE) shall publish a Firm On-Peak and Firm Off-Peak Price for such
days for Mid-C and Palo Verde, in which event such indices shall be utilized for such days. If
the Intercontinental Exchange (ICE) index or any replacement of that index ceases to be
published during the term of this Agreement, PacifiCorp shall select as a replacement a
substantially equivalent index that, after any appropriate or necessar adjustments, provides the
most reasonable substitute for the index in question. PacifiCorp's selection shall be subject to
Seller's consent, which Seller shall not uneasonably withold, condition or delay.
1.25 "Initil Year Energy Deliery Schedule" shall have the meaning set fort in
Section 4.3.1.
1.26 "Interconnected Utilty" means
system at the Point of Interconnection.
, the operator of the electric utility
1.27 "Interconnection Facilties" means all the facilities and ancilar equipment used
to interconnect the Facilty to the Interconnected Utilty's electric utilty system, as defined in the
Generation Interconnection Agreement.
1.28 "Licensed Professional Engieer" means a person acceptable to PacifiCorp in its
reasonable judgment who is licensed to practice engineering in the state of _(State of
Facility), who has training and experience in the engineering discipline( s) relevant to the matters
with respect to which such person is called to provide a certification, evaluation and/or opinion,
who has no economic relationship, association, or nexus with the Seller, and who is not a
5
DRAFT
representative of a consulting engineer, contractor, designer or other individual involved in the
development of the Facility, or of a manufactuer or supplier of any equipment installed in the
Facility. Such Licensed Professional Engineer shall be licensed in an appropriate engineering
discipline for the required certification being made. The engagement and payment of a Licensed
Professional Engineer solely to provide the certifications, evaluations and opinions required by
this Agreement shall not constitute a prohibited economic relationship, association or nexus with
the Seller, so long as such engineer has no other economic relationship, association or nexus with
the Seller.
1.29 "Maintenance Outage" means any outage of one or more Wind Turbines that is
not a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the Wind Turbine(s) be
removed from service before the next Planed Outage. A Maintenance Outage may occur any
time during the year and must have a flexible sta date.
1.30 "Material Adverse Change" shall mean, with respect to the Seller, if the Seller,
in the reasonable opinion of PacifiCorp, has experienced a material adverse change in abilty to
fulfill its obligations under ths Agreement.
1.31 "Maxum Facilty Deliery Rate" means the maximum instantaneous rate (k W)
at which the Facility is capable of delivering Net Output at the Point of Interconnection, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement.
1.32 "Maxium Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month. In
accordance with Commission Order No. 29632, the Maximum Monthly Puchase Obligation for
a given month, in kWh, shall equal 10,000 kW multiplied by the total number of hours in that
month and prorated for any parial month.
1.33 "Nameplate Capacity Ratig" means the maximum instataneous generating
capacity of any qualifying small power or cogeneration generating unit supplying all or par of
, the energy sold by the Facilty, expressed in MW or kW, when operated consistent with the
manufacturer's recommended power factor and operating parameters, as set fort in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
1.34 "NERC" means the North American Electric Reliability Corporation.
1.35 "Net Energ" means the energy component, in kWh, of Net Output.
1.36 "Net Output" means all energy and capacity produced by the Facility, less station
use and less transformation and transmission losses and other adjustments, if any. For puroses
of calculating payment under this Agreement, Net Output of energy shall be the amount of
energy flowing through the Point of Interconnection, less any station use not provided by the
Facility. Net Output does not include Inadvertent Energy.
1.3 7 "Network Resource" shall have the meanng set fort in the Tarff.
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1.38 "Network Service Provider" means PacifiCorp Transmission, as a provider of
network service to PacifiCorp under the Tariff.
1.39 "Non-Conforming Energ" means Net Output produced by the Facility prior to
the Commercial Operation Date.
1.40 "Non-Conforming Energ Purchase Price" means the applicable price for Non-
Conforming Energy and capacity, specified in Section 5.1.
1.41 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.42 "On-Peak Hours" means hours from 7:00 a.m. to 11 :00 p.m. Mountain Prevailing
Time, Monday through Saturday, excluding Western Electricity Coordinating Council (WECC)
and North American Electric Reliabilty Corporation (NERC) holidays.
1.43 "Output Shortall" and "Output Shortall Damages" shall have the meanings
set forth in Section 4.5 of this Agreement.
1.44 "PacifCorp" is defined in the first paragraph of this Agreement, and excludes
PacifiCorp Transmission or a successor, including any RTO.
1.45 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting in
its interconnection and transmission fuction capacity.
1.46 "Planned Outage" means an outage of predetermined duration that is scheduled in
Seller's Energy Delivery Schedule. Boiler overhauls, tubine overhauls or inspections are typical
planed outages. Maintenance Outages and Forced Outages are not Planed Outages.
1.47 "Point of Delivery" means , a point of interconnection between
's electric system and PacifiCorp Transmission's electric system at the
Substation, as specified in Exhibit B.
1.48 "Point of Interconnection" means the point where Seller's Facility interconnects
with the Interconnected Utility's electric utilty system, as defined in the Generation
Interconnection Agreement and specified in Exhibit B.
1.49 "Prime Rate" means the rate per anum equal to the publicly announced prime
rate or reference rate for commercial loans to large businesses in effect from time to time quoted
by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the
applicable Prime Rate shall be the anounced prime rate or reference rate for commercial loans
in effect from time to time quoted by a ban with $10 bilion or more in assets in New York
City, N.Y., selected by the Par to whom interest based on the prime rate is being paid.
1.50 "Production Tax Credits" means production tax credits under Section 45 of the
Internal Revenue Code as in effect from time to time during the term hereof or any successor or
other provision providing for a federal tax credit determined by reference to renewable electric
energy produced from wind resources and any correlative state tax credit determined by
7
DRAFT
reference to renewable electric energy produced from wind resources for which the Facility is
eligible.
1.51 "Prudent Electcal Practices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electrcal utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the facts
known at the time a decision is made, could have been expected to accomplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent Electrical
Practices is not intended to be limited to the optimum practice, method or act to the exclusion of
all others, but rather to be a spectr of possible practices, methods or acts.
1.52 "QF" means "Qualig Facilty", as that term is defined in the version of
FERC Regulations (codified at 18 CFR Par 292) in effect on the date of this Agreement.
1.53 "Required Facilty Documents" means all deeds, titles, leases, licenses, permits,
authorizations, and agreements (including Transmission Agreements) demonstrating that Seller
controls the necessar propert rights (e.g. site lease) and governent authorizations to
construct, operate, and maintain the Facilty, including without limitation those set forth in
ExhibitC.
1.54 "Scheduled Commercial Operation Date" means the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.6.
1.55 "Scheduled Monthly Energ Deliery" means the Net Energy scheduled to be
delivered to the Point of Delivery durng a given calenda month, as specified by Seller in the
Energy Delivery Schedule.
1.56 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost Share"
shall have the meanings set forth in Sections 8.2 and 8.3 respectively.
1.57 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
1.58 "Tari means the PacifiCorp Transmission FERC Electrc Tariff Seventh
Revised Volume No. 11 Pro Forma Open Access Transmission Tarff or a Transmission Entity's
corresponding Open Access Transmission Tariff or both, as revised from time to time.
1.59 "Transmission Agreement(s)" means the agreement(s) (or contemporaneous
agreements) between Seller and the Transmitting Entity(s) providing for Seller's uninterrptible
right to transmit Net Output to the Point of Delivery.
1.60 "Transmittg Entity(s)" means , the (non-PacifiCorp)
operator(s) of the transmission system(s) between the Point of Interconnection and the Point of
Delivery or successor(s) including any regional transmission organization ("RTO").
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1.61 "Wind Turbine" means a (description of intended wind tubine model) as fuher
described in Exhibit A. At its full Facility Capacity Rating, the Facilty will consist of _
Wind Turbines.
SECTION 2: TERM, COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Paries and after
approval by the Commission ("Effectie Date"); provided, however, this Agreement shall not
become effective until the Commission has determined that the prices to be paid for energy and
capacity are just and reasonable, in the public interest, and that the costs incured by PacifiCorp
for purchases of capacity and energy from Seller are legitimate expenses, all of which the
Commission wil allow PacifiCorp to recover in rates in Idaho in the event other jursdictions
deny recovery of their proportionate share of said expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect until
(enter date that is no later than 20 years after the Scheduled Commercial
Operation Date) ("Expiration Date").
2.2 Time is of the essence of this Agreement, and Seller's abilty to meet certain
requirements prior to the Commercial Operation Date and to achieve Commercial Operation by
the Scheduled Commercial Operation Date is critically importnt. Therefore,
2.2.1 By , Seller shall obtain and provide to
PacifiCorp copies of all governental permits and authorizations necessary for
constrction of the Facility.
2.2.2 By , Seller shall provide to PacifiCorp a. copy
of an executed Generation Interconnection Agreement and an executed Transmission
Agreement(s), whose terms shall be consistent with the terms of this Agreement.
2.2.3 By the date 5 business days after the Effective Date, Seller shall
provide Delay Securty required under Section 11.1.1, as applicable.
2.2.4 Prior to Commercial Operation, Seller shall provide Default Security
required under Section 11.2, as applicable.
2.2.5 Prior to Commercial Operation, Seller shall provide PacifiCorp with
an As-built Supplement acceptable to PacifiCorp.
2.2.6 By , Seller shall achieve Commercial Operation
("Scheduled Commercial Operation Date").
2.2.7 Beginning , Seller shall provide PacifiCorp a
one-page monthly update bye-mail on the progress of the milestones in this Section 2.2.
2.3 Seller shall cause the Facility to achieve Commercial Operation on or before the
Scheduled Commercial Operation Date. If Commercial Operation occurs after the Scheduled
9
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Commercial Operation Date, Seller shall be liable to pay PacifiCorp delay damages for the
number of days ("Delay Period") the Commercial Operation Date occurs after the Scheduled
Commercial Operation Date, up to a total of 120 days ("Delay Liquidated Damages").
-
Delay Liquidated Damages equals the sum of: the Delay Price times the Delay Volume,
for each day of the Delay Period
Where:
"Delay Price" equals the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and Off-Peak monthy Conforming Energy Purchase
Prices; and
"Delay Volume" equals the applicable Scheduled Monthly Energy Delivery divided by
the number of days in that month.
The Paries agree that the damages PacifiCorp would incur due to delay in the Facilty achieving
Commercial Operation on or before the Scheduled Commercial Operation Date would be
diffcult or impossible to predict with certainty, and that the Delay Liquidated Damages are an
appropriate approximation of such damages.
SECTION 3: REPRESENTATIONS AND WARRANTIES
3.1 PacifiCorp represents, covenants, and warrants to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing under the laws of
the State of Oregon.
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terms of this Agreement.
3.1.3 PacifiCorp has taen all corporate actions required to be taken by it
to authorize the execution, delivery and performance of ths Agreement and the
consumation of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contravene any provision of, or constitute a default under, any
indentue, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any cour, or any regulatory agency or other body having authority to which
PacifiCorp is subject.
3.1.5 Subject to Commission approval, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance
with its terms (except as the enforceability of this Agreement may be limited by
banptcy, insolvency, ban moratorium or similar laws affecting creditors' rights
generally and laws restricting the availabilty of equitable remedies and except as the
enforceability of this Agreement may be subject to general principles of equity, whether
or not such enforceability is considered in a proceeding at equity or in law).
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DRAFT
3.2 Seller represents, covenants, and warants to PacifiCorp that:
3.2.1 Seller is a _(corporation, parnership, or limited liability
company) duly organized and validly existing under the laws of (state
of Seller' s incorporation).
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and offcers have taken all actions
required to authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.
3.2.4 The execution and delivery of this Agreement does not contravene
any provision of, or constitute a default under, any indentue, mortgage, or other material
agreement binding on Seller or any valid order of any cour, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of
this Agreement may be limited by banptcy, insolvency, bank moratorium or similar
laws affecting creditors' rights generally. and laws restricting the availability of equitable
remedies and except as the .enforceability of this Agreement may be subject to general
principles of equity, whether or not such enforceability is considered in a proceeding at
equity or in law).
3.2.6 The Facility is and shall for the term of this Agreement continue to
be a QF. Seller has provided the appropriate QF certification, which may include a
Federal Energy Regulatory Commission self-certification to PacifiCorp prior to
PacifiCorp's execution of ths Agreement. At any time PacifiCorp has reason to believe
during the term of this Agreement that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written legal opinion from an attorney in
good standing in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facility, stating that the Facility is a QF and providing
suffcient proof (including copies of all documents and data as PacifiCorp may request)
demonstrating that Seller has maintained and wil continue to maintain the Facility as a
QF.
3.2.7 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any banptcy proceeding, is unable to
pay its bils in the ordinar course of its business, or is the subject of any legal or
regulatory action, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement.
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DRAFT
3.2.8 Seller has not at any time defaulted in any of its payment obligations
for electricity purchased from PacifiCorp.
3.2.9 Seller is not in default under any of its other agreements and is
curent on all of its financial obligations.
3.2.10 Seller owns, and wil continue to own for the term of ths
Agreement, all right, title and interest in and to the Facilty, free and clear of all liens and
encumbrances other than liens and encumbrances related to third-par financing of the
Facility.
3.3 Notice. If at any time durng ths Agreement, any Par obtains actual knowledge
of any event or information which would have caused any of the representations and waranties
in this Section 3 to have been materially untre or misleading when made, such Par shall
provide the other Par with written notice of the event or information, the representations and
waranties affected, and the action, if any, which such Par intends to tae to make the
representations and waranties true and correct. The notice required pursuant to this Section
shall be given as soon as practicable afer the occurence of each such event.
SECTION 4: DELIVERY OF POWER; AVAILABILITY GUARANTY
4.1 Delivery and Acceptace of Net Output. Unless otherwise provided herein,
PacifiCorp will purchase and Seller will sell all Net Output from the Facility.
4.2 No Sales to Third Parties. Durng the term of this Agreement, Seller shall not sell
any Net Output from the Facilty to any entity other than PacifiCorp.
4.3 Energy Delivery Schedule. Seller shall prepare and provide to PacifiCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivered to the Point of Delivery
by the Facility ("Energ Deliery Schedule"), in accordance with the following:
4.3.1 Durng the first twelve full calendar months following the
Commercial Operation Date, Seller predicts that the Facilty wil produce and deliver to
the Point of Delivery the following monthly amounts ("Initil Year Energ Deliery
Schedule"):
Month
January
Febru
March
April
May
June
Energ Deliery (kWh)
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DRAFT
July
August
September
October
November
December
4.3.2 Seller may revise the Initial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.
4.3.3 Beginning at the end of the ninth full calendar month of operation,
and at the end of every 3rd month thereafer, Seller shall supplement the Energy Delivery
Schedule with three additional months of forward estimates (which shall be appended to
this Agreement as Exhibit D) ("Subsequent Energ Deliery Schedule"), such that the
Energy Delivery Schedule will provide at least three months of scheduled energy
estimates at all times. Seller shall provide Subsequent Energy Delivery Schedules no
later than 5:00 pm of the 5th day after the due date. If Seller does not provide a
Subsequent Energy Delivery Schedule by the above deadline, scheduled energy for the
omitted period shall equal the amounts scheduled by Seller for the same three-month
period during the previous year.
4.3.4 Beginning with the end of the third month after the Commercial
Operation Date and at the end of every third month thereafter the Seller may not revise
the immediate next three months of previously provided Energy Delivery Schedules. But
by wrtten notice given to PacifiCorp no later than 5:00 PM of the 5th day after the end of
any such third month, the Seller may revise all other previously provided Energy
Delivery Schedules. Failure to provide timely written notice of changed amounts wil be
deemed to be an election of no change.
4.4 Minimum Availability Obligation. Seller shall cause the Facilty to achieve an
Availability of at least 85% durng each month ("Guaranteed Availabilty").
4.5 Liquidated Damages for Output Shortfall. If the Availabilty in any given month
falls below the Guaranteed Availability, the resulting shortfall shall be expressed in kWh as the
"Output ShortfalL." The Output Shortfall shall be calculated in accordance with the followingformula: \
Output Shortall = (Guaranteed Availability - Availability) *
Scheduled Monthly Energy Delivery
Seller shall pay PacifiCorp for any Output Shortfall at the lower of (1) the positive difference, if
any, of the Index Price minus the weighted average of the On-Peak and Off-Peak monthly
Conforming Energy Purchase Prices; or (2) the weighted average of the On-Peak and Off-Peak
monthly Conforming Energy Purchase Prices ("Output Shortall Damages").
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DRAFT
Output Shortall Damages = Output Shortfall * Output Shortfall Price
Where:
Output Shortfall Price =(Index Price - Weighted Average CEPP); provided
that if Output Shortfall Price": 0, then Output
Shortfall Price = 0; and provided, fuher, that if
Output Shortall Price:; Weighted Average CEPP,
then Output Shortfall Price = Weighted Average
CEPP
Weighted Average CEPP = the weighted average On-Peak and Off-Peak
Conforming Energy Purchase Prices for the month
of Output Shortfall
If an Output Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Part agrees and acknowledges that (a) the damages that PacifiCorp would incur
due to the Facility's failure to achieve the Guaanteed Availability would be diffcult or
impossible to predict with certainty, and (b) the liquidated damages contemplated in this Section
4.5 are a fair and reasonable calculation of such damages.
4.6 Audit Rights. In addition to data provided under Sections 9.2 and 9.3, PacifiCorp
shall have the right, but not the obligation, to audit the Facility's compliance with its Guaranteed
Availability using any reasonable methods. Seller agrees to retain all performance related data
for the Facilty for a minimum of three years, and to cooperate with PacifiCorp in the event
PacifiCorp decides to audit such data.
SECTION 5: PURCHASE PRICES
5.1 Energy Purchase Price. Except as provided in Section 5.3, PacifiCorp wil pay
Seller Conforming Energy or Non-Conforming Energy Purchase Prices for Net Output delivered
to the Point of Delivery and adjusted for the month and On-Peak Hours or Off-Peak Hours and
the wind integration cost using the following formulae, in accordance with Commission Order
Nos. 30423, 30497, and 30744:
Conforming Energ Purchase Price = (ARe * MPM) - WIC
Non-Conforming Energy Purchase Price = (ARnce * MPM) - WIC
Where:
ARnce =
Conforming Energy anual rate from Table 1, below, for the year
of the Net Output.
Non-Conforming Energy anual rate, equal to the lower of:
85% of the Conforming Energy anual rate from Table 1,
below, for the year of Net Output
ARce =
or
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DRAFT
MPM
85% of weighted average of the daily On-Peak and Off-
Peak Intercontinental Exchange (ICE) Mid-Columbia index
prices for firm energy for the month, or portion of month,
of Net Output.
monthly On-Peak or Off-Peak multiplier from Table 2, below, that
corresponds to the month of the Net Output and whether the Net
Output occured durng On-Peak Hours or Off-Peak Hours.
the wind integration cost prescribed in Commission Order No.
30497 or subsequent order in effect at the time of execution.
WIC
Example calculations are provided in Exhibit G.
Table 1: Conforming Energ Annual Rates (from Commission Order No. 30744)*
Conforming Energy
Annual Rate (ARe)
Year S/MWh
2010 75.83
2011 77.95
2012 80.24
2013 82.14
2014 84.09
2015 86.09
2016 88.25
2017 90.34
2018 92.60
2019 94.80
2020 97.05
2021 99.36
2022 101.73
2023 104.15
2024 106.64
2025 109.19
2026 112.30
2027 115.50
2028 118.80
2029 122.20
2030 125.71
Table 2: Monthly On-PeaklOtT-Peak Multipliers (from Commission Order No. 30423)
I Month On-Peak Off-Peak. Hours Hours
* If Seller has elected levelized pricing for Net Output, additional security requirements in
Section 11.2 apply.
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DRAFT
January 103%94%
Februar 105%97%
March 95%80%
April 95%76%
May 92%63%
June 94%65%
July 121%92%
August 121%106%
September 109%99%
October 115%105%
November 110%96%
December 129%120%
5.2 Payment.
For each Biling Period in each Contract Year, PacifiCorp shall pay Seller as follows:
For Conforming Energy delivered to the Point of Delivery:
Payment (CEnergYOn-Peak * CEPPriceon-Peak / 1000) +
(CEnergyoff-Peak * CEPPriceoff-Peak / 1000)
For Non-Conformng Energy delivered to the Point of Delivery:
Payment = (NCEnergyon-Peak * NCEPPriceOn-Peak /1000) +
(NCEnergyoff-Peak * NCEPPriceoff-Peak / 1000)
Where:
CEnergy
CEPPrice
NCEnergy
NCEPPrice =
On-Peak
Off-Peak =
Conforming Energy in kWh
Conforming Energy Purchase Price in $IMWh
Non-Conforming Energy in kWh
Non-Conforming Energy Purchase Price in $IMWh
the corresponding value for On-Peak Hours
the corresponding value for Off-Peak Hours
5.3 Inadvertent Energy. PacifiCorp may accept lriådvèrtent Energy at its sole'
discretion, but wil not purchase or pay for Inadvertent Energy.
SECTION 6: OPERATION AND CONTROL
6.1 Seller shall operate and maintain the Facilty in a safe maner in accordance with
the Generation Interconnection Agreement, Transmission Agreement(s), Prudent Electrical
Practices and in accordance with the requirements of all applicable federal, state and 10cal laws
and the National Electric Safety Code as such laws and code may be amended from time to time.
PacifiCorp shall have no obligation to purchase Net Output from the Facility to the extent that
any interconnections or portion of the path of delivery between the Facilty and PacifiCorp
Transmission's electric system is disconnected, suspended or interrpted, in whole or in par,
16
DRAFT
pursuant to the Generation Interconnection Agreement, the Transmission Agreement(s), or to the
extent generation curailment is required as a result of Seller's non-compliance with the
Generation Interconnection Agreement or Transmission Agreement(s). PacifiCorp shall have the
right to inspect the Facility to confirm that Seller is operating the Facility in accordance with the
provisions of this Section 6 upon reasonable notice to Seller. Seller is solely responsible for the
operation and maintenance of the Facility. PacifiCorp shall not, by reason of its decision to
inspect or not to inspect the Facility, or by any action or inaction taken with respect to any such
inspection, assume or be held responsible for any liability or occurence arising from the
operation and maintenance by Seller of the Facility.
6.2 Energy Acceptance.
6.2.1 Required Curailment. PacifiCorp shall not be obligated to purchase,
receive or pay for Net Output (nor shall it be liable for associated unealized Production
Tax Credits or Environmental Attributes) that is not delivered to the Point of Delivery
durng times and to the extent that such Net Output is not delivered to the Point of
Delivery because (a) the interconnection between the Facilty and the Interconnected
Utilty's electric system is disconnected, suspended or interrpted, in whole or in par,
pursuant to the terms of the Generation Interconnection Agreement, (b) a Network
Service Provider or Transmission Entity Curils (as defined in the applicable Tariff) Net
Output or orders PacifiCorp to curtail Net Output, (c) the Facility's Output is not received
because the Facilty is not fully integrated or synchronized with the Interconnected
Utility's electric system, or (d) an event of Force Majeure prevents either Par from
delivering or receiving Net Output. The MWh amount of Net Output curailed pursuat
to this Section 6.2.1 shall be reasonably determined by Seller after the fact based on the
amount of energy that could have been generated at the Facility and delivered to
PacifiCorp at the Point of Delivery as Net Output but that was not generated and
delivered because of the curtailment. Seller shall determine the quantity of such curailed
energy based on (x) the time and duration of the curailment period and (y) wind
conditions recorded at the Facility dlling~the period of cllailment and the tested and
verified power cure for the Wind Turbines. Seller shall promptly provide PacifiCorp
with access to such information and data as PacifiCorp may reasonably require to
confirm to its reasonable satisfaction the amount of energy that was not generated or
delivered because of a curailment described in this Section 6.2.1.
6.2.2 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp,
acting in its merchant capacity function as purchaser under this Agreement, has no
responsibility for or control over PacifiCorp Transmission.
6.3 Outages.
6.3.1 Planed Outages. Except as otherwise provided herein, Seller shall
not schedule Planed Outage during any portion of the months of November, December,
January, Februar, June, July, and August, except to the extent a Planed Outage is
reasonably required to enable a vendor to satisfy a guarantee requirement in a situation in
which the vendor is not otherwise able to perform the guarantee work at a time other than
during one of the months specified above. Seller shall, in Exhibit D, provide PacifiCorp
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with an anual forecast of Planed Outages for each Contract Year at least one (1) month,
but no more that three (3) months, before the first day of that Contract Year, and shall
promptly update such schedule, or otherwise change it only, to the extent that Seller is
reasonably required to change it in order to comply with Prudent Electrical Practices.
Seller shall not schedule more than one hundred fift (150) hours of Planed Outages for
each calendar year. Seller shall not schedule any maintenance of Interconnection
Facilties durng such months, without the prior written approval of PacifiCorp, which
approval may be withheld by PacifiCorp in its sole discretion.
6.3.2 Maintenance Outages. If Seller reasonably determines that it is
necessar to schedule a Maintenance Outage, Seller shall notify PacifiCorp of the
proposed Maintenance Outage as soon as practicable but in any event at least five (5)
days before the outage begins (or such shorter period to which PacifiCorp may
reasonably consent in light of then existing wind conditions). Upon such notice, the
Paries shall plan the Maintenance Outage to mutully accommodate the reasonable
requirements of Seller and the service obligations of PacifiCorp. Seller shall take all
reasonable measures and use best efforts consistent with Prudent Electrical Practices to
not schedule any Maintenance Outage durng the following periods: June 15 through June
30, July, August, and September 1 through September 15. Seller shall include in such
notice of a proposed Maintenance Outage the expected star date and time of the outage,
the amount of generation capacity of the Facilty that will not be available, and the
expected completion date and time of the outage. Seller may provide notices under this
Section 6.3.2 orally. Seller shall confrm any such oral notification in wrting as soon as
practicable. PacifiCorp shall promptly respond to such notice and may request
reasonable modifications in the schedule for the outage. Seller shall use all reasonable
efforts to comply with PacifiCorp's request to modify the schedule for a Maintenance
Outage if such modification has no substatial impact on Seller. Seller shall notify
PacifiCorp of any subsequent changes in generation capacity of the Facilty durng such
Maintenance Outage and any changes in the Maintenance Outage completion date and
time. Seller shall take Q 11 reasonable measures and exercise its best efforts consistent with
Prudent Electrical Practices to minimize the frequency and duration of Maintenance
Outages.
6.3.3 Forced Outages. Seller shall promptly provide to PacifiCorp an oral
report, via telephone to a number specified by PacifiC-orp, of any Forced Outageuf.th
Facilty. Such report shall include the amount of generation capacity of the Facility that
will not be available because of the Forced Outage and the expected retur date and time
of such generation capacity. Seller shall promptly update the report as necessar to
advise PacifiCorp of changed circumstances. If the Forced Outage resulted in more than
15% of the Facilty Capacity Rating of the Facility being unavailable, Seller shall confrm
the oral report in writing as soon as practicable. Seller shall tae all reasonable measures
and exercise its best efforts consistent with Prudent Electrcal Practices to avoid Forced
Outages and to minimize their duration.
6.3.4 Notice of Deratings and Outages. Without limiting other notice
requirements, Seller shall notify PacifiCorp, via telephone to a number specified by
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PacifiCorp, of any limitation, restriction, derating or outage known to Seller that affects
the generation capacity of the Facility in an amount greater than five percent (5%) ofthe
Facility Capacity Rating for the following day. Seller shall promptly update such notice
to reflect any material changes to the information in such notice.
6.3.5 Effect of Outages on Estimated Output. Seller shall factor Planed
Outages and Maintenance Outages that Seller reasonably expects to encounter in the
ordinar course of operating the Facility into the Scheduled Monthy Energy Delivery
amounts in the Energy Delivery Schedule set forth in Exhibit D.
6.4 Scheduling.
6.4.1 Daily Scheduling. Daily scheduling shall be done in accordance
with Section 2 of Addendum W.
6.4.2 Cooperation and Standards. With respect to any and all scheduling
requirements in this Agreement, (a) Seller shall cooperate with PacifiCorp with respect to
scheduling Net Output, and (b) each Par shall designate authorized representatives to
communicate with regard to scheduling and related matters arsing hereunder.
SECTION 7: MOTIVE FORCE
Prior to the Effective Date of this Agreement, Seller provided to PacifiCorp a motive
force plan including an hourly wind profie acceptable to PacifiCorp in its reasonable discretion
and attached hereto as Exhibit F-l, together with a certification from a Licensed Professional
Engineer to PacifiCorp attached hereto as Exhibit F -2, certifying that the implementation of the
fuel or motive force plan can reasonably be expected to provide fuel or motive force to the
Facilty for the duration of this Agreement adequate to generate power and energy in quantities
necessary to deliver the Average Anual Net Output.
SECTION 8: GENERATION FORECASTING COSTS
8.1 Forecast Service Election. PacifiCorp may, in its discretion, add forecasting
sertices. for Seller's Facility to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contract and vendor may change durng the term of this
Agreement.
8.2 Seller's Forecast-Cost Share. Pursuat to Commission Order No. 30497, Seller
shall be responsible for 50% of PacifiCorp's cost of adding such forecasting services ("Seller's
Forecast-Cost Share") up to Seller's Capped Forecast-Cost Share.
8.3 Cap on Seller's Forecast-Cost Share. Seller's Forecast-Cost Share for a given
Contract Year is capped at 0.1 % of total payments made by PacifiCorp to Seller for Net Output
durng the previous Contract Year ("Seller's Capped Forecast-Cost Share"). If the last
Contract Year of this Agreement is shorter than a full calendar year, the cap will be prorated for
that shortened year. For the year(s) prior to the second Contract Year of ths agreement that
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equals a full calendar year, Seller's Forecast-Cost Share is capped at 0.1 % of estimated payments
for Net Output based on the Energy Delivery Schedule.
8.4 Payment. Seller shall pay to PacifiCorp Seller's Forecast-Cost Share uncapped by
Section 8.3 for each Contract Year in equal payments for each month of such year except the last
month of such year. (For example, in a Contract Year equaling a full calendar year, Seller would
pay 1/11th of Seller's Forecast-Cost Share durng each of the first 11 months.) In the last month
of each Contract Year, PacifiCorp shall refud to Seller the amount paid by Seller under this
Section in excess, if any, of Seller's Capped Forecast-Cost Share. For a Contract Year
encompassed by just one calendar month, Seller's payment to PacifiCorp and PacifiCorp's
refud to Seller shall be calculated and paid simultaneously. To the extent practicable, payments
and refuds under this Section shall be netted and included in monthly payments and invoices
under Section 10.
SECTION 9: METERING; REPORTS AND RECORDS
9.1 Metering Equipment. PacifiCorp shall design, furish, install, own, inspect, test,
maintain and replace all metering equipment required for puroses of Sections 9.1.1 and 9.1.2.
9.1.1 Location of Metering Equipment. Metering shall be performed at the
location and in the maner specified in Exhbit B. Seller shall provide to PacifiCorp
meter readings of Net Output (or if Net Output is a composite reading, readings of all
meters necessary to calculate Net Output) in hourly increments, and any other data inputs
required to administer this Agreement. Upon PacifiCorp's request, Seller shall provide
PacifiCorp with the same telemeter data that Seller provides to the Transmitting Entity(s),
if any, if such data is useful to PacifiCorp's administration of ths Agreement. All
quantities of energy purchased hereunder shall be adjusted to account for electrical
losses, if any, between the point of metering and the Point of Interconnection, so that the
purchased amount reflects the net amount of power flowing into the Interconnected
Utilty's electric system at the Point of Interconnection. The loss adjustment shall be a
reduction of2% of the kWhenergy production recorded on the Facility output meter until
actually measured and calibrated at the meter by PacifiCorp.
9.1.2 Maintenance of Metering Equipment. PacifiCorp shall periodically
inspect, test, repair and replace the metering equipment required for puroses of Sections
9.1.1 and 9.1.2 or at the request of Seller if Seller has reason to believe metering may be
off and requests an inspection in wrting. Seller shall bear the cost for any Seller
requests. If any of the inspections or tests disclose an error exceeding two percent (2%),
either fast or slow, proper correction, based upon the inaccuracy found, shall be made of
previous readings for the actual period during which the metering equipment rendered
inaccurate measurements if that period can be ascertained. If the actual period canot be
ascertained, the proper correction shall be made to the measurements taken during the
time the metering equipment was in service since last tested, but not exceeding three
Biling Periods, in the amount the metering equipment shall have been shown to be in
error by such test. Any correction in bilings or payments resulting from a correction in
the meter records shall be made in the next monthly biling or payment rendered.
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9.1.3 Costs of Metering Equipment. All PacifiCorp's costs relating to all
metering equipment installed to accommodate Seller's Facility shall be borne by Seller.
9.2 Telemetering. Seller shall provide telemetering equipment and facilities capable
of transmitting the following information concerning the Facility to PacifiCorp on a real-time
basis, and wil operate such equipment when requested by PacifiCorp to indicate:
(a) instantaneous MW output at the Point of Interconnection;
(b) Net Output; and
(c) the Facility's total instantaneous generation capacity.
Seller shall also transmit to PacifiCorp any other data from the Facility that Seller receives on a
real-time basis, including meteorological data, wind speed data, wind direction data and gross
output data. Seller shall provide such real-time data to PacifiCorp in the same detal that Seller
receives the data (e.g., if Seller receives the data in four second intervals, PacifiCorp shall also
receive the data in four second intervals). PacifiCorp shall have the right from time to time to
require Seller to provide additional telemetering equipment and facilities to the extent necessar
and reasonable.
9.3 Monthly Reports and Logs. Within thrt (30) days after the end of each Biling
Period, Seller shall provide to PacifiCorp the following:
9.3.1 Reports. A report in electronic format, which report shall include (a)
sumares of the Facility's wind and output data for the Biling Period in intervals not to
exceed one hour (or such shorter period as is reasonably possible with commercially
available technology), including information from the Facility's computer monitoring
system; (b) sumares of any other significant events related to the construction or
operation of the Facility for the Billng Period; ( c) details of Availabilty of the Facility
for the Biling Period sufficient to calculate Availabilty and including houriy average
wind velocity measured at turbine hub height and ambient air temperature; and (d) any
supporting information that PacifiCorp may from time to time reasonably request
(including historical wind data for the Facility).
9.3.2 Electronic Fault Log. Seller shall maintain an electronic fault log of
operations of the Facility during each hour of the term of ths Agreement commencing on
the Commercial Operation Date. Seller shall provide PacifiCorp with a copy of the
electronic fault log within thirt (30) days after the end of the Biling Period to which the
fault log applies.
9.4 Cost of Performance Monitoring. Seller shall pay for and design, furish, instal,
own, inspect, test, maintain and replace all equipment required in order to record data required
for the reports and logs in Sections 9.3.
SECTION 10: BILLINGS, COMPUTATIONS AND PAYMENTS
10.1 Payment for Net Output. On or before the thirtieth (30th) day following the end of
each Biling Period, PacifiCorp shall send to Seller payment for Seller's deliveries of Net Output
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to PacifiCorp, together with computations supporting such payment. PacifiCorp may offset any
such payment to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement and
any other agreement(s) between the Paries. Any such offsets shall be separately itemized on the
statement accompanying each payment to Seller.
10.2 Annual Invoicing for Output ShortfalL. Thirt calendar days after the end of each
Contract Year, PacifiCorp shall deliver to Seller an invoice showing PacifiCorp's computation of
Output Shortfall, if any, for all Biling Periods in the prior Contract Year and Output Shortfall
Damages, if any. In preparing such invoices, PacifiCorp shall utilze the meter data provided to
PacifiCorp for the Contract Year in question, but may also rely on historical averages and such
other information as may be available to PacifiCorp at the time of invoice preparation if the
meter data for such Contract Year is then incomplete or otherwise not available. To the extent
required, PacifiCorp shall prepare any such invoice as promptly as practicable following its
receipt of actual results for the relevant Contract Year. Seller shall pay to PacifiCorp, by wire
transfer of immediately available funds to an account specified in wrting by PacifiCorp or by
any other means agreed to by the Paries in writing from time to time, the amount set fort as due
in such invoice, and shall within thirt (30) days after receiving the invoice raise any objections
regarding any disputed portion of the invoice. Objections not made by Seller within the thirt-
day period shall be deemed waived.
10.3 Any amounts owing after the due date thereof shall bear interest at the Prime Rate
plus two percent (2%) from the date due until paid; provided, however, that the interest rate shall
at no time exceed the maximum rate allowed by applicable law.
10.4 Disputed Amounts. If either Par, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Part shall notify the other Par of the specific
basis for the dispute and, if the invoice shows an amount due, shall pay that portion of the
statement that is undisputed, on or before the due date. Except with respect to invoices provided
under Section 10.2, any such notice shall be provided withn two (2) year of the date of the
invoice in which the error first occured. If any amount disputed by such Par is determined to
be due to the other Par, or if the Paries resolve the payment dispute, the amount due shall be
paid within five (5) days after such determination or resolution, along with interest in accordance
with Section 10.3.
SECTION 11: SECURITY
1 1.1 Delay Security:
11.1.1 Duty to Post Securty. By the date provided in Section 2.2.3, shall
post a letter of credit in the amount of ("Delay Security"). The letter of credit
shall be an irrevocable standby letter of credit, from an institution that has a long-term
senior unsecured debt rating of "A" or greater from Standard & Poors or "A2" or greater
from Moody's, in a form reasonably acceptable to PacifiCorp, namng PacifiCorp as the
par entitled to demand payment and present draw requests thereunder. To the extent
PacifiCorp's draws on the letter of credit cause the remaining balance of the letter of
22
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credit to drop below
credit to no less than $
, Seller, within 15 calendar days, shall restore the letter of
11.1.2 Right to Draw on Security. PacifiCorp shall have the right to draw
on the Delay Security to collect Delay Liquidated Damages. Commencing on or about
first of each month, PacifiCorp wil invoice Seller for Delay Liquidated Damages
incured, if any, during the preceding month. If Seller fails to pay any undisputed amount
within 30 calendar days of the invoice date, PacifiCorp shall draw such amount on the
Delay Security. The Paries wil make bilings and payments for Delay Liquidated
Damages in accordance with Section 10.
11.1.3 Additional Securty. In the event PacifiCorp reasonably determines
at any time that the remaining amount of Delay Security is less than the estimated value
of Delay Liquidated Damages (due to upward changes in market price and/or due to
Seller's inability to meet the Scheduled Commercial Operation Date), PacifiCorp may
demand that Seller post, and Seller wil post within 5 business days of receipt of such
demand, additional Delay Securty equal to the estimated (unpaid) Delay Liquidated
Damages.
11.1.4 Termination of Letter of Credit. Unless PacifiCorp disputes whether
Seller has paid all Delay Liquidated Damages, Seller may terminate the Delay Securty
letter of credit on or after the 180th calendar day following commencement of
Commercial Operation by providing PacifiCorp with no less than thirt-day advance
wrtten notice of its intent to do so.
11.1.5 Default. Seller's failure to post and maintain Delay Securty in
accordance with Section 11.1 will constitute an event of default, uness cured in
accordance with Section 12.1.1 of this Agreement.
11.2 Default Security (Levelized Pricing Only). If Seller has adopted levelized pricing
for Net Output, by the date provided in Section 2.2.4, Seller wil provide securty to PacifiCorp
pursuant to Commission Order Nos. 21690, 21800, 29482, 29587 and related orders ("Default
Security") as set forth in Addendum _(add addendum if Seller elects levelized pricing).
SECTION 12: DEFAULTS AND REMEDIES
12.1 The following events shall constitute defaults under ths Agreement:
12.1.1 Non-Payment. Seller's failure to make a payment when due under
ths Agreement or post and maintain security in conformance with the requirements of
Section 11 or maintain insurance in conformance with the requirements of Section 14 of
this Agreement, if the failure is not cured within ten (10) business days after the non-
defaulting Part gives the defaulting Par a notice of the default.
12.1.2 Breach of Material Term. Breach by a Par of a representation or
waranty set forth in this Agreement, if such failure or breach is not cured within thir
(30) days following wrtten notice.
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12.1.3 Default on Other Agreements. Seller's failure to cure any default
under any commercial or financing agreements or instruent (including the Generation
Interconnection Agreement and Transmission Agreement(s)) within the time allowed for
a cure under such agreement or instruent.
12.1.4 Insolvency. A Par (a) makes an assignment for the benefit of its
creditors; (b) fies a petition or otherwse commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any banptcy or similar law
for the protection of creditors, or has such a petition fied against it and such petition is
not withdrawn or dismissed within sixty (60) days afer such filing; (c) becomes
insolvent; or (d) is unable to pay its debts when due.
12.1.5 Material Adverse Change. A Material Adverse Change has occured
with respect to Seller and Seller fails to provide such performance assurances as are
reasonably requested by PacifiCorp, within fifteen (15) days from the date of such
request.
12.1.6 Sale to Third-Par. Seller's sale of Net Output to an entity other
than PacifiCorp, as prohibited by Section 4.2.
12.1.7 Non-Delivery. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy to the Point of Delivery for three consecutive
calendar months.
12.1.8 A Par otherwse fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set forth in Section 2.2) imposed
upon that Par by this Agreement if the failure is not cured within thirt (30) days afer
the non-defaulting Par gives the defaulting Par notice of the default; provided,
however, that, upon wrtten notice from the defaulting Par, this thirt (30) day period
shall be extended by an additional ninety (90) days if (a) the failure canot reasonably be
cured withn the thrt (30) day period despite dilgent efforts, (b)the default is capable
of being cured within the additional ninety (90) day period, and (c) the defaulting Par
commences the cure within the original thirt (30) day period and is at all times thereafer
dilgently and continuously proceeding to cure the failure.
12.2 In the event of any default hereunder, the non-defaulting Par must notify the
defaulting Par in wrting of the circumstaces indicating the default and outlining the
requirements to cure the default. If the default has not been cured withi the prescribed time,
above, the non-defaulting Par may terminate this Agreement at its sole discretion by delivering
written notice to the other Par and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in this Section 12 are cumulative such
that the exercise of one or more rights shall not constitute a waiver of any other rights.
12.3 In the event this Agreement is terminated because of Seller's default and Seller
wishes to again sell Net Output from the facilty using the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of this Agreement, including but not limited to the purchase prices as set forth in
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(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
PacifiCorp agree to execute a wrtten document ratifying the terms of this Agreement.
12.4 If this Agreement is terminated as a result of Seller's default, Seller shall pay
PacifiCorp for Output Shortfall for a period of eighteen (18) months from the date of termination
plus the estimated administrative cost to acquire the replacement power.
12.5 Recoupment of Damages.
(a) Default Securty Available. If Seller has posted Default Security,
PacifiCorp may draw upon that securty to satisfy any damages, above.
(b) Default Securty Unavailable. If Seller has not posted Default Securty, or
if PacifiCorp has exhausted the Default Security, PacifiCorp may (in
addition to any other remedy at law) collect any remaining amount owing
by parially withholding future payments to Seller over a reasonable
period of time. PacifiCorp and Seller shall work together in good faith to
establish the period, and monthly amounts, of such withholding so as to
avoid Seller's default on its commercial or financing agreements
necessar for its continued operation of the Facility.
12.6 Upon an event of default or termination event resulting from default under this
Agreement, in addition to and not in limitation of any other right or remedy under this
Agreement or applicable law (including any right to set-off, counterclaim, or otherwise withhold
payment), the non-defaulting Par may at its option set-off, against any amounts owed to the
defaulting Pary, any amounts owed by the defaulting Part under any contract(s) or
agreement( s) between the Paries. The obligations of the Paries shall be deemed satisfied and
discharged to the extent of any such set-off. The non-defaulting Par shall give the defaulting
Par wrtten notice of any set-off, but failure to give such notice shall not affect the validity of
the set-off.
12.7 Amounts owed by Seller.pursuant to this paragraph shall be due within five (5)
business days after any invoice from PacifiCorp for the same.
SECTION 13: INDEMNIFICATION
13.1 Indemnities.
13.1.1 Indemnity by Seller. Seller shall release, indemnify and hold
harless PacifiCorp, its directors, offcers, agents, and representatives against and from
any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at trial and on appeal, resulting from, or arising out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and at the Point of
Delivery, (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facilty, or (d) arising from this Agreement, including without
limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise,
to, or death of, persons, or for damage to, or destrction or economic loss of propert
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belonging to PacifiCorp, Seller or others, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of PacifiCorp, its directors,
offcers, employees, agents or representatives.
13.1.2 Indemnty by PacifiCorp. PacifiCorp shall release, indemnify and
hold haress Seller, its directors, offcers, agents, lenders and representatives against
and from any and all loss, fines, penalties, claims, actions or suits, including costs and
attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any way
connected with the energy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injur, bodily or otherwse, to, or death of, persons, or for damage to, or destruction or
economic loss of propert, excepting only such loss, claim, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, officers, employees,
agents, lenders or representatives.
13.2 No Dedication. Nothing in this Agreement shall be construed to create any duty
to, any standard of care with reference to, or any liability to any person not a Par to this
Agreement. No undertaking by one Par to the other under any provision of this Agreement
shall constitute the dedication of that Part's system or any portion thereof to the other Par or
to the public, nor affect the status of PacifiCorp as an independent public utilty corporation or
Seller as an independent individual or entity.
13.3 CONSEQUENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMGES AR INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASUR OF DAMGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHAL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE.
SECTION 14: LIABILITY AND INSURANCE
14.1 Insurance Coverage Requirements. Without limiting any liabilties or any other
obligations of Seller, Seller shall, prior to the Effective Date, secure and continuousy car with
insurers acceptable to PacifiCorp the following insurance coverage:
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14.1.1 Special Form Propert insurance providing coverage in an amount at
least equal to the full replacement value of the Facility against
special form propert physical loss or damage with normal and
customar exclusions, including coverage for ear earhquake,
flood, and boiler and machinery. This propert insurance may
contain separate sub-limits and deductibles. This property insurance
will be maintained in accordance with terms available in the
insurance market for similar facilities.
14.1.2 Employers' Liability insurance with minimum limits of $1,000,000
applicable to each accident/disease-each employee/disease-policy
limit.
14.1.3 Commercial General Liability insurance, to include contractual
liability, premises and operations, and broad form propert damage,
with a minimum single limit of $1,000,000 each
occurence/$2,000,000 general aggregate to protect against and from
loss by reason of injur to persons or damage to propert based upon
and arsing out of the activity under this Agreement.
14.1.4 Business Automobile Liability insurance with a minimum single
limit of $1,000,000 each accident for bodily injury and propert
damage with respect to Seller's vehicles whether owned, hired or
non-owned, assigned to or used in connection with this A~greement.
14.1.5 Umbrella Liability insurance with a minimum limit of $5,000,000
each occurence/aggregate where applicable to be excess of the
coverages and limits required in Employers' Liability insurance,
Commercial General Liability insurance, and Business Automobile
Liabilty insurance above. Seller shall notify PacifiCorp, if at any
time this minimum umbrella limit is not available during the term of
this Agreement, and may be required to purchase additional limits of
coverage.
14.1.6 The Commercial General Liabilty policy required herein shall
include i) provisions or endorsements naming PacifiCorp, its
Directors, Offcers, agents and employees as additional insureds, and
ii) cross liabilty coverage so that the insurance applies separately to
each insured against whom claim is made or suit is brought, even in
instaces where one insured claims against or sues another insured.
14.1.7 All liabilty policies required by this Agreement shall include
provisions that such insurance is primar insurance with respect to
the interests of PacifiCorp and that any other insurance maintained
by PacifiCorp is excess and not contributory insurance with the
insurance required hereunder, and provisions that such policies shall
not be canceled or their limits of liabilty reduced without 1) ten (l0)
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days prior written notice to PacifiCorp if canceled for nonpayment of
premium, or 2) thrt (30) days prior wrtten notice to PacifiCorp if
canceled for any other reason. A certificate in a form satisfactory to
PacifiCorp certifying to the issuance of such insurance, shall be
fuished to PacifiCorp. Commercial General Liability coverage
wrtten on a "claims-made" basis, if any, shall be specifically
identified on the certificate. If requested by PacifiCorp, a copy of
each insurance policy, certified as a tre copy by an authorized
representative of the issuing insurance company, shall be furnished
to PacifiCorp.
14.1.8 Insurance coverage provided on a "claims-made" basis shall be
maintained by Seller for a minimum period of five (5) years after the
completion of this Agreement.
14.2 Periodic Review. PacifiCorp may review this schedule of required insurance
provided in Section 14 as often as once every two (2) years. PacifiCorp may in its discretion
require the Seller to make changes to the insurance coverage requirements in this Section 14 to
the extent reasonably necessar to cause such policies and coverages to conform to the insurance
policies and coverages typically obtained or required for power generation facilities comparable
to the Facility at the time of PacifiCorp's review taes place with the consent of Seller, which
shall not be uneasonably withheld.
SECTION 15: FORCE MAJEURE
15.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure"
means any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite the
exercise of due diligence, such Par is unable to prevent or overcome. By way of example,
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil
strife, strikes, and other labor disturbances, earhquakes, fires, lightning, epidemics, sabotage,
restraint by cour order or other delay or failure in the pedormance as a result of any action or
inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of
such Part, (ii) by the exercise of reasonable foresight such Par could not reasonably have been
expected to avoid and (iii) by the exercise of due dilgence, such Par shall be unable to prevent
or overcome. Force Majeure, however, specifically excludes the cost or availabilty of fuel or
motive force to operate the Facilty or changes in market conditions that affect the price of
energy or transmission. If either Par is rendered wholly or in par unable to pedorm its
obligation under this Agreement because of an event of Force Majeure, both Paries shall be
excused from whatever performance is affected by the event of Force Majeure, provided that:
15.1.1 the non-pedorming Par, shall, within two (2) weeks after the
occurence of the Force Majeure, give the other Par wrtten notice describing the
pariculars of the occurence, including the star date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains parially operational and the expected end
date of the Force Majeure;
28
DRAFT
15.1.2 the suspension of performance shall be of no greater scope and of no
longer duration than is required by the Force Majeure;
15.1.3
to perform; and
the non-performing Part uses its best efforts to remedy its inability
15.1.4 the non-performing Part shall provide prompt written notice to the
other Par at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
15.2 No obligations of either Part which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Par shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Par involved in the dispute, are contrar to
the Part's best interests.
SECTION 16: SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be constred to create an association, trust,
parership or joint venture or to impose a trst or parership duty, obligation or liability
between the Paries. If Seller includes two or more paries, each such par shall be jointly and
severally liable for Seller's obligations under this Agreement.
SECTION 17: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 18: PARTIAL INVALIDITY
It is not the intention of the Paries to violate any laws governing the subject matter of this
Agreement. If any of the terms of the Agreement are finally held or determined to be invalid,
ilegal or void as being contrar to any applicable law or public policy, all other terms of the
Agreement shall remain in effect. If any terms are finally held or determined to be invalid,
ilegal or void, the Paries shall enter into negotiations concerning the terms affected by such
decision for the purpose of achieving conformity with requirements of any applicable law and
the intent of the Paries to this Agreement.
SECTION 19: WAIVER
Any waiver at any time by either Par of its fights with respect to a default under this
Agreement or with respect to any other matters arsing in connection with this Agreement must
29
DRAFT
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 20: GOVERNMENTAL JURISDICTION AND
AUTHORIZATIONS
PacifiCorp's compliance with the terms of ths Agreement is conditioned on Seller's submission
to PacifiCorp prior to the Commercial Operation Date and Seller's maintenance thereafter of
copies of all local, state and federal licenses, permts and other approvals as then may be required
by law for the construction, operation and maintenance of the Facility.
SECTION 21: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Paries hereto, except that no assignment
hereof by either Par shall become effective without the written consent of both Paries being
first obtained. Such consent shall not be uneasonably withheld. Notwthstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may conveyor transfer substatially alI of its electrc utilty assets, shall automatically, without
furter act, and without need of consent or approval by the Seller, succeed to all of Pacifi Corp's
rights, obligations, and interests under this Agreement. This article shall not prevent a financing
entity with recorded or secured rights from exercising all rights and remedies available to it
under law or contract. PacifiCorp shall have the right to be notified by the financing entity that it
is exercising such rights or remedies.
SECTION 22: ENTIRE AGREEMENT
22.1 This Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether oral or in wrting, regarding PacifiCorp's purchase of
Net Output from the Facilty. No modification of this Agreement shall be effective unless it is in
writing and signed by both Paries.
22.2 By executing this Agreement, each Par releases the other from any claims,
known or unown, that may have arisen prior to the Effective Date with respect to the Facility
and any predecessor facility proposed to have been constrcted on the site of the Facility.
SECTION 23: NOTICES
All notices except as otherwise provided in ths Agreement shall be in writing, shall be directed
as follows and shall be considered delivered if delivered in person or when deposited in the U.S.
Mail, postage prepaid by certified or registered mail and retur receipt requested.
Notices PacifCorp Seller
Al Notices PacifiCorp
825 NE Multnomah Street Portland,
30
DRAFT
Notices PacifCorp Seller
OR 97232
Att: Contract Administration,
Suite 600
Phone: (503) 813 - 5952
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Federal Tax ID Number: 93-0246090
AIl Invoices: Attn: Back Offce, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Scheduling:Attn: Resource Planng, Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 - 6265
Payments:Attn: Back Offce, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Wire Transfer:Ban One N.A.
To be provided in separate letter from
PacifiCorp to Seller
Credit and Attn: Credit Manager, Suite 1900
Collections:Phone: (503) 813 - 5684
Facsimile: [phone]
With Additional Attn: PacifiCorp General Counsel
Notices of an Phone: [phone]
Event of Default Facsimile: [phone]
or Potential
Event of Default
to:
The Paries may change the person to whom such notices are addressed, or their addresses, by
providing wrtten notices thereof in accordance with ths Section.
IN WITNESS WHEREOF, the Paries hereto have caused this Agreement to be executed
in their respective names as of the date first above wrtten.
PacifiCorp Seller
31
By:
Name:
Title:
32
By:
Name:
Title:
DRAFT
DRAFT
EXlBITA
DESCRIPTION OF SELLER'S FACILITY
(Seller to Complete)
Seller's Facility consists of generator(s) manufactured by
. More specifically, each generator at the Facility is described as:
Tye (synchronous or inductie):
Model:
Number of Phases:
Rated Output (kW):
Rated Voltage (lie to line):
Rated Current (A): Stator: _ A; Rotor:
Maximum kW Output: kW
Minimum kW Output: kW
Manufacturer's Guaranteed Cut-in Wind Speed (if applicable):
Facilty Capacity Ratig: k W at
Identify the maximum output of the generator( s) and describe any differences between that
output and the Nameplate Capacity Rating:
Rated Output (kV A):
A
Maxum kV A Output:kVA
Station servce requirements, and other loads served by the Facilty, if any, are described
as follows:
Location of the Facilty: The Facility is located in
is more particularly described as follows:
County, Idaho. The location
(legal description of parcel)
Power factor requirements:
Rated Power Factor (PF) or reactive load (kVAR):
Attch documentation of the power cure for the generator(s).
A-I
DRAFT
EXlITB
POINT OF INTERCONNECTION / POINT OF DELIVERY / INTERCONNECTION
FACILITIES / TRANSMISSION PATH
(Seller to provide its own diagram and description)
Instrctions to Seller:
1. Include description of point of metering, and Point of Interconnection
2. Include description of Point of Delivery
3. Prov~de interconnection single line drawing of Facility including any transmission
facilities on Seller's side of the Point of Interconnection.
4. Provide transmission single line drawing of the transmission path from the Point of
Interconnection to the Point of Delivery as the path is defined in the Transmission Agreement(s).
B-1
EXHBITC
REQUIRED FACILITY DOCUMENTS
Qualifying Facilty Number from FERC:
The following Documents are required to complete this project:
Facilty Site Lease
Easements:
Permits:
Executed Transmission Services Agreement with Transmission Entity:
C-l
DRAFT
DRAFT.
EXlITD
ENERGY DELIVERY SCHEDULE
(Project Namel
Scheduled Monthy
Energy Delivery, kWh Average k W /month
Januar
Februar
March
April
May
June
July
August
September
October
November
December
TOTAL:
Planed Outages. Seller wil provide a Planed Outage schedule anually not to exceed _
hours per per year.
D-l
DRAFT
EXHBITE
START-UP TESTING
Required factory testing includes such checks and tests necessar to determine that the
equipment systems and subsystems have been properly manufactued and installed, function
properly, and are in a condition to permit safe and effcient star-up of the Facility, which may
include but are not limited to:
1. Test of mechanical and electrical equipment;
2. Calibration of all monitoring instruments;
3. Operating tests of all valves, operators, motor starters and motor;
4. Alars, signals, and fail-safe or system shutdown control tests;
5. Point-to-point continuity tests;
6. Bench tests of protective devices; and
7. Tests required by manufacturer(s) and designer(s) of equipment.
Required star-up tests are those checks and tests necessar to determine that all features
and equipment, systems, and subsystems have been properly instaled and adjusted, fuction
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp's electrical system, which may include but are
not limited to:
1. Turbine/generator mechanical runs and functionality;
2. System operation tests;
3. Brake tests;
4. Energization of transformers;
5. Synchronizing tests (manual and auto);
6. Excitation and voltage regulation operation tests;
7. Auto stop/star sequence;
8. Completion of any state and federal environmental testing requirements; and
9. Tests required by manufacturer(s) and designer(s) of equipment.
E- 1
DRAFT
For wind projects only, the following Wind Turbine Generator Installation Checklists are
required documents to be signed off by Manufactuer or Subcontract Category Commissioning
Personnel as par of the Commissioning and stap testing:
Turbine Installation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Checklists including:
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
E-2
EXlBITF-l
MOTIVE FORCE PLAN
WID SPEED DATA SUMMARES & HOURLY WIND PROFILE
Fl- 1
DRAFT
DRAFT
EXHBITF-2
ENGINEER'S CERTIFICATION
(1) THAT THE WID DATA SUMMAES IN EXHIBIT F-l ARE ACCURATE;
(Licensed Professional Engineer' s certification)
(2) THAT THE AVERAGE ANAL NET OUTPUT ESTIMATE IS KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT BASED ON
THE MOTIVE FORCE PLAN IN EXHIBIT F-l;
(Licensed Professional Engineer's certification)
(3) THAT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS, LIKELY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH.
(Licensed Professional Engineer's certification)
F2- 1
DRAFT
EXHBITG
SAMPLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1. (TO BE COMPLETED)
G -1
DRAFT
EXIITH
Seller Authoriation to Releae Generation Data to PacifCorp
(Interconnection Customer Letterhead)
(Address to Interconnected Utilty)
RE:Interconnecton Request
Dear Sir:
(Seller) hereby voluntarly authorizes (Interconnected Utilty 1 to
share (Sellerl's generator interconnection information and generator meter
data relating to (Sellerl's Qualifying Facility 10cated in the town
of, County, with Marketing Affliate employees of
PacifiCorp Energy, including, but not limited to those in the Commercial and Trading group.
(Seller 1 acknowledges that PacifiCorp did not provide it any preferences,
either operational or rate-related, in exchange for ths voluntar consent.
Name
Title
Date
H -1
DRAFT
ADDENDUMW
GENERATION SCHEDULING ADDENDUM
WHEREAS, Seller's Facility wil not interconnect directly to PacifiCorp Transmission's
electric system;
WHEREAS, Seller and PacifiCorp Transmission have not executed, and wil not execute,
a generation interconnection agreement in conjunction with the Power Purchase Agreement;
WHEREAS, Seller has elected to exercise its right under PURPA to deliver Net Output
from it's QF Facility to PacifiCorp via one (or more) Transmitting Entities.
WHEREAS, PacifiCorp desires that Seller schedule delivery of Net Output to the Point
of Delivery on a firm, hourly basis;
WHEREAS, PacifiCorp does not intend to buy, and Seller does not intend to deliver,
more or less than Net Output from the Facility (except as expressly provided, below);
THEREFORE, Seller and PacifiCorp do hereby agree to the following, which shall
become par of their Power Purchase Agreement:
DEFINTIONS
The meaning of the terms defined in the Power Purchase Agreement ("this Agreement")
and this Addendum W shall apply to this Addendum:
"Day" means midnight to midnight, prevailing local time at the Point of Delivery, or any
other mutually agreeable 24-hour period.
"Energ Imbalance Accumulation," or "EIA," means, for a given Settlement Period,
the accumulated difference (beginning at zero (0) at the star of each Settlement Period) between
Seller's Net Output and the energy actually delivered at the Point of Delivery. Each Settlement
Period contains two independent EIAs, one for On-Peak Hours and one for Off-Peak Hours. A
positive accumulated difference indicates Seller's delivery of Surlus Delivery.
"Firm Deliery" means uninterrptible transmission service that is reserved and/or
scheduled between the Point of Interconnection and the Point of Delivery pursuant to Seller's
Transmission Agreement(s).
"Settlement Period" means one month unless changed pursuant to Section 9 of this
Addendum.
"Supplemented Output" means any increment of scheduled hourly energy or capacity
delivered to the Point of Delivery in excess of the Facility's Net Output durng that same hour.
"Surplus Delivery" means any energy delivered to the Point of Delivery by the Facility
in excess of hourly Net Output that is not offset by the delivery of energy to the Point of
Delivery in deficit of hourly Net Output durng the Settlement Period. PacifiCorp shall accept
Surlus Delivery, but shall not pay for it.
W -1
DRAFT
SELLER'S OBLIGATIONS IN LIEU OF THOSE CONTAID IN A
GENERATION INTERCONNCTION AGREEMENT.
1. Seller's Responsibilty to Arange for Deliery of Net Output to Point of
Delierv. Seller shall arrange for the Firm Delivery of Net Output to the Point of Delivery.
Seller shall comply with the terms and conditions of the Transmission Agreement(s) between the
Seller and the Transmitting Entity(s). Delivery of Net Output via non-firm transmission rights
shall be considered a material breach under Section 12.1.2 of ths Agreement.
2. Seller's Responsibilty to Schedule Deliery. Seller shall coordinate with the
Transmitting Entity(s) to provide PacifiCorp with a schedule of the next Day's hourly scheduled
Net Output deliveries to the Point of Delivery at least 24 (twenty-four) hours prior to the
beginning of the day being scheduled, and otherwise in accordance with the WECC
Prescheduling Calendar (which is updated anually and may be downloaded at:
http://ww.wecc.bizJ.
3. Seller's Responsibilty to Maintain Interconnecon Facilties. PacifiCorp
shall have no obligation to install or maintain any interconnection facilities on Seller's side of the
Point of Interconnection. PacifiCorp shall not pay any costs arising from Seller interconnecting
its Facility with the Transmitting Entity(s).
4. Seller's Responsibilty to Pay Tramission Costs. Seller shall make all
arangements for, and pay all costs associated with, transmitting firm delivery of Net Output to
PacifiCorp, scheduling energy into the PacifiCorp system and any other costs associated with
firm delivery of the Seller's Net Output to the Point of Delivery.
5. Energy Reserve Requirements. The Transmitting Entity(s) shall provide all
generation reserves as required by the WECC and/or as required by any other governing agency
or industry standard to deliver the Net Energy to the Point of Delivery, at no cost to PacifiCorp.
6. Seller's Responsibilty to Report Net Output. On or before the tenth (loth) day
following the end of each Biling Period, Seller shall send a report documenting hourly station
service, Inadvertent Energy (energy delivered to the Point of Interconnection at an average
hourly rate exceeding the Maximum Facility Delivery Rate), and Net Output from the Facility
durng the previous Biling Period, in columar format substatially similar to the attched
Example 1. Ifrequested, Seller shall provide an electronic copy of the data used to calculate Net
Output, in a standard format specified by PacifiCorp. For each day Seller is late delivering the
certified report, PacifiCorp shall be entitled to postpone its payment deadline in Section 10.1 of
this Agreement by one day. Seller hereby grants PacifiCorp the right to audit its certified reports
of hourly Net Output. In the event of discovery of a billng error resulting in underpayment or
overpayment, the Paries agree to limit recovery to a period of three years from the date of
discovery.
7. Seller's Supplemental Representations and Warranties. In addition to the
Seller's representations and waranties contained in Section 3.2 of ths Agreement, Seller
warants that:
(a) Seller's Supplemented Output, if any, results from Seller's purchase of
some form of energy imbalance ancilar service;
W-2
DRAFT
(b) The Transmitting Entity(s) requires Seller to procure the service, above, as
a condition of providing transmission service;
(c) The Transmitting Entity(s) requires Seller to schedule deliveries of Net
Output to the Point of Delivery in increments of no less than one (1) megawatt;
(d) Seller is not attempting to sell PacifiCorp energy or capacity in excess of
its Net Output; and
(e) The energy imbalance service, above, is designed to correct a mismatch
between energy scheduled by the QF and the actual real-time production by the QF.
8. Seller's Right to Deliver Supplemented Output. In reliance upon Seller's
warranties in Section 7 of this Addendum, PacifiCorp agrees to accept and pay for Supplemented
Output by treating it as Net Output for those puroses; provided, however, that Seller agrees to
achieve an EIA of zero (0) kilowatt-hours during On-Peak Hours and an EIA of zero (0)
kilowatt-hours durng Off-Peak Hours at the end of each Settlement Period.
(a) Remedy for Seller's Positie Energ Imbalance Accumulations. In the
event Seller does not achieve zero (0) EIA at the end of a Settlement Period, any positive
balance shall be Surlus Delivery and shall not be iiicluded in or treated as Net Output.
PacifiCorp will include an accounting of Surlus Delivery in each monthly statement
provided to Seller pursuant to Section 10.1 of this Agreement.
(b) Negative Energ Imbalance Accumulations. A negative EIA at the end
of a Settlement Period (indicating that the Transmitting Entity has delivered less than
Seller's Net Output) wil not result in any corresponding compensation by PacifiCorp.
9. PacifCorp's Option to Change Settlement Period. In the event PacifiCorp
reasonably determnes that doing so likely wil have a de minimis net effect upon the cost of
Seller's Net Output to PacifiCorp, it may elect to enlarge the Settlement Period, up to a
maximum of one Contract Year. Conversely, if Pacifi Corp reasonably determines, based on the
QF's performance during the curent year, that reducing the Settlement Period likely will
significantly lower the net cost of Seller's Net Output to PacifiCorp, it shall have the right to
shorten Seller's EIA settlement period beginning the first day of the following Contract Year.
However, in no case shall the Settlement Period be less than one month. If a Settlement Period
does not coincide with a Biling Period, PacifiCorp shall deduct any amount paid for Surlus
Delivery during that Settlement Period from the Billng Period terminating concurently or
soonest subsequently to the Settlement Period.
W-3
1 7:00 0.50 0.01 0.49 1.50 0 0.49
1 8:00 0.50 0.02 0.48 1.50 0 0.48
1 9:00 0.50 0.01 0.49 1.50 0 0.49
1 10:00 0.50 0.01 0.49 1.50 0 0.49
1 11:00 0.50 0.01 0.49 1.50 0 0.49
1 12:00 1.60 0.01 1.59 1.50 0.09 1.50
1 13:00 1.70 0.01 1.69 1.50 0.19 1.50
1 14:00 1.60 0.01 1.59 1.50 0.09 1.50
1 15:00 1.50 0.01 1.49 1.50 0 1.49
1 16:00 1.50 0.01 1.50 1.50 0 1.50
1 17:00 1.50 0.00 1.50 1.50 0 1.50
1 18:00 1.50 0.01 1.49 1.50 0 1.49
1 19:00 0.50 0.02 0.48 1.50 0 0.48
1 20:00 0.50 0.01 0.49 1.50 0 0.49
'V Seller shall show adjustment of Meter Reading for fosses, if any, between point of metering
and the Point of Interconnection, in accordance with Section 9.1.
· Does not apply if Station Service is provided from the gross output of the Facility.
W-4
l _~
EXHIBIT Å-20
October 5, 2009 email from James Carkulis.
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of3
Griswold, Bruce tMkt Function)
From: James T. Carkulis (mtli(Qin-tch.com)
Sent: Monday, October 05, 2009 8:32 AM
To: Gnswold, Bruce (Mkt Function)
Subject: RE: Exergy QF PPA requests
Bruce:
I appreciate your comments but PacifiCorp is rapidly encouraging growth on both the N-S path and E-W path at
Borah and Brady. The current 34SkV line being installed which shall eventually make its way to Brady or Borah
(sorry, could not remember which) and the SOOkV Jim Bridger to the Idaho border line are very real projects.
Capacity in the not so distant future is very distinct and I maintain a good look at flow gives PacifiCorp much
latitude in where they can accept delivery. Maybe the key is to accept flow at the BPA 138kVlines and then
decide on what path or swap PacifiCorp would like to establish.
Thanks
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Pnnciples with Societal Expectations
Exergy Development Group, LLC
(Pl 208.336,9793
(fJ 208.336.9431
(mJ 406.459.3013
(eJ mtlcæin-tch.com.
This electonic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above, If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express mail. Thank you
---Original Message----
From: Griswold, Bruce (Mkt Function) (mailto:Bruce.Griswold¡gPacifiCorp.com)
Sent: Friday, October 02, 2009 5:02 PM
To: James T. Carkulis
Subject: FW: Exergy QF PPA requests
Importance: High
Dear James:
i have been in receipt of your September 18 email, in which you voiced your frustration at receiving only one of
six power purchase agreements (PPAs) you requested from PacifiCorp for six planned wind projects you are
developing, located outside of PacifiCorp's service territory and delivered to our system at Brady substation. I
apologize for the delayed response but in order to adequately address your concerns, I talked through the
transmission situation again with our transmission traders at PacifiCorp merchant and also discussed our PURPA
obligations with legal counseL.
As I explained previously, the point of delivery you propose (Brady substation) are remote sites that.
Page 2 of3
ir.terconnect with PacifiCorp's system where the Company's abilty to assimilate delivered power and move it
elsewhere on our system is very limited. As I mentioned, PacifiCorp estimates that the available transmission
capacity in its current configuration at Brady can only accept approximately 20 to 25 MW of new generation on
a firm basis. In order to accommodate your request to deliver the full 235 MW, PacifiCorp merchant must
request network upgrades from PacifiCorp Transmission, and we understand that such upgrades likely would
take four to five years to complete.
In addition to the physical obstacles to accommodating your request, PacifiCorp believes that it has the right to
specify a point of delivery onto its system that is reasonable in terms of its needs, and PacifiCorp reserves that
right. See Water Power Co., Inc. v. PacifiCorp, 99 Or App 125, 781 P2d 860 (1989). If you think PacifiCorp's
position is wrong, please explain your position, and the basis therefore.
If PacifiCorp does have an obligation to accept output at Borah and Brady, PacifiCorp wil expect you to pay for
all resulting interconnection costs including network upgrades (either through an adjustment to avoided costs or
through payment to PacifiCorp Transmission) such that the ultimate cost to PacifiCorp's customers is not greater
than the cost avoided by PacifiCorp not constructing or purchasing an equivalent resource located on a non-
constrained portion of its system. See 18 C.F.R. §§ 292.101(b)(7)), 292.306(a). Again, if you disagree with this
principle I urge you to explain your position and basis therefore.
Your six proposed projects would wheel wind energy to a PacifiCorp point of receipt from which we have very
limited available transmission capacity to move the power to our network load. These projects from both large
and small qualifying facilities, raise several legal and technical questions for which PacifiCorp currently is seeking.
answers. PacifiCorp has indicated it can accept a single standard Idaho QF project at Brady and provided a draft
PPA on May 11, 2009 that incorporated all Idaho orders through that date. You have indicated that you would
pursue project XRG-DP-10, LLC for this PPA. I have attached the project specs to ensure that is stil the case. I
have also attached our updated draft PPA with the off-system addendum to reflect scheduled deliveries versus
. as generated deliveries. Please provide comments on this draft for your XRG-DP-10, LLC project including any
updated project information. We have not provided draft PPAs for the remaining five projects since it wil
require substantial time and effort and, given the challenges identified above, PacifiCorp does not want to
undertake this effort if your projects have fatal flaws such as the available transmission issue identified. It was
my understanding from our previous communications that you were agreeable to move forward on a single
project and investigate alternatives, if any, for the other five; however your September 18 email could be
interpreted as a demand for a draft PPA pursuant to PURPA.
I would be happy to meet with you and your team at a mutually convenient time to discuss your remaining five
projects and determine a plan for addressing each ofthose in a timely manner should it be determined that you
can deliver to an alternate point of delivery where PacifiCorp can receive and deliver the power to its network
load on a firm basis or overcome the transmission capacity constraint at Brady. Let know if you would like to
schedule a conference call or meeting. Thanks.
Regards,
Bruce Griswold
Bruce Griswold
PacifiCorp C& T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
Page 3 of3
This email is confidential and may be legally privileged.
It is intended solely for the addressee. Access to this email by anyone else, unless expressly approved by the
sender or an authorized addressee, is unauthorized.
If you are not the intended recipient, any disclosure, copying, distribution or any action omitted or taken in
reliance on it, is prohibited and may be unlawfuL. If you believe that you have received this email in error, please
contact the sender, delete this e-mail and destroy all copies.
==============================================================================
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT Å-21
October 5 to October 13, 2009 email exchange between James Carkulis and Bruce
Griswold.
Page 1 of5
Griswold, Bruce (Mkt Function)
From: James T. Carkulis (mtlicæin-tch.com)
Sent: Tuesday, October 13, 2009 7:22 AM
To: Griswold, Bruce tMkt FunctionJ
Subject: RE: Exergy QF PPA requests
Bruce:
Thank you. The 15th would be a better date or on Friday morning the 16th. I do have two other conference calls
on Thursday with our turbine supply OEM and with ipeo.
James
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
rp) 208.336.9793
(f) 208.336,9431
(m) 406.459.3013
reI mtl(iin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notifed that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
From: Griswold, Bruce tMkt Function)- (mailto:Bruce.Griswold(§PacifiCorp.com)
sent: Monday, October 12, 20094:04 PM
To: James T. carkulis
Subject: RE: Exergy QF PPA requests
James, let me know if we could discuss Wedesday the 14th and an available time for you.
Bruce Griswold
PacifCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(§in-tch.com)
sent: Monday, October 05,20093:36 PM
To: Griswold, Bruce tMkt Function)-
Subject: RE: Exergy QF PPA requests
Page 2 of5
Bruce:
We would be happy to discuss. Our partner and EPC contractor are in this week to Boise, so next week would be
ideaL.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(pl 208,336.9793
(fJ 208.336,9431
(ml 406.459,3013
(eJ mtligin-tch,com
This electronic or pnnted document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distnbution or copying of this communication is stnctly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
From: Griswold, Bruce ~Mkt Funcon) (mailto:Bruce.Griswold(gPacifiCorp.com)sent: Monday, October OS, 20099:36 AM .
To: James T. carkulis
Subject: RE: Exergy QF PPA reques
Than James
I would propose we have a calIon the consaits and include our merchant transmission trader to
discuss. Let me know your availabilty ths week. I am prett much tied up on meetigs and other work
items unti ths Wednesday.
Bruce Griswold
PacifCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis (mailto:mtli(gin-tch.com)
sent: Monday, October OS, 20098:32 AM
To: Griswold, Bruce ~Mkt Functon)
Subject: RE: Exergy QF PPA requests
Bruce:
I appreciate your comments but PacifiCorp is rapidly encouraging growth on both the N-S path and E-W path at
Page 3 of5
Borah and Brady. The current 345kV line being installed which shall eventually make its way to Brady or Borah
(sorry, could not remember which) and the 500kV Jim Bridger to the Idaho border line are very real projects.
Capacity in the not so distant future is very distinct and I maintain a good look at flow gives PacifiCorp much
latitude in where they can accept delivery. Maybe the key is to accept flow at the BPA 138kV lines and then
decide on what path or swap PacifiCorp would like to establish.
Thanks
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(P) 208,336.9793
(tl 208,336,9431
(m) 406.459,3013
(e) mtli(1in-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above, If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in errr, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express mail. Thank you
-----Original Message----
From: Griswold, Bruce fMkt Functionì (mailto:Bruce.Griswold(§PacifiCorp.com)
Sent: Friday, October 02, 2009 5:02 PM
To: James T. Carkulis
Subject: FW: Exergy QF PPA requests
Importance: High
Dear James:
I have been in receipt of your September 18 email, in which you voiced your frustration at receiving only one of
six power purchase agreements (PPAs) you requested from PacifiCorp for six planned wind projects you are
developing, located outside of PacifiCorp's service territory and delivered to our system at Brady substation. I
apologize for the delayed response but in order to adequately address your concerns, I talked through the
transmission situation again with our transmission traders at PacifiCorp merchant and also discussed our PURPA
obligations with legal counseL.
As I explained previously, the point of delivery you propose (Brady substation) are remote sites that
interconnect with PacifiCorp's system where the Company's ability to assimilate delivered power and move it
elsewhere on our system is very limited. As I mentioned, PacifiCorp estimates that the available transmission
capacity in its current configuration at Brady can only accept approximately 20 to 25 MW of new generation on
a firm basis. In order to accommodate your request to deliver the full 235 MW, PacifiCorp merchant must
request network upgrades from PacifiCorp Transmission, and we understand that such upgrades likely would
take four to five years to complete.
In addition to the physical obstacles to accommodating your request, PacifiCorp believes that it has the right to
specify a point of delivery onto its system that is reasonable in terms of its needs, and PacifiCorp reserves that
right. See Water Power Co., Inc. v. PacifiCorp, 99 Or App 125, 781 P2d 860 (1989). If you think PacifiCorp's
position is wrong, please explain your position, and the basis therefore.
Page 4 of5
If PacifiCorp does have an obligation to accept output at Borah and Brady, PacifiCorp wil expect you to pay for
all resulting interconnection costs including network upgrades (either through an adjustment to avoided costs or
through payment to PacifiCorp Transmission) such that the ultimate cost to PacifiCorp's customers is not greater
than the cost avoided by PacifiCorp not constructing or purchasing an equivalent resource located on a non-
constrained portion of its system. See 18 C.F.R. §§ 292.101(b)(7)), 292.306(a). Again, if you disagree with this
principle I urge you to explain your position and baSis therefore.
Your six proposed projects would wheel wind energy to a PacifiCorp point of receipt from which we have very
limited available transmission capacity to move the power to our network load. These projects from both large
and small qualifying facilities, raise several legal and technical questions for which PacifiCorp currently is seeking
answers. PacifiCorp has indicated it can accept a single standard Idaho QF project at Brady and provided a draft
PPA on May 11, 2009 that incorporated all Idaho orders through that date. You have indicated that you would .
pursue project XRG-DP-lO, LLC for this PPA. I have attached the project specs to ensure that is stil the case. I
have also attached our updated draft PPA with the off-system addendum to reflect scheduled deliveries versus
as generated deliveries. Please provide comments on this draft for your XRG-DP-l0, LLC project including any
updated project information. We have not provided draft PPAs for the remaining five projects since it wil
require substantial time and effort and, given the challenges identified above, PacifiCorp does not want to
undertake this effort if your projects have fatal' flaws such as the available transmission issue identified. It was
my understanding from our previous communications that you were agreeable to move forward on a single
project and investigate alternatives, if any, for the other five; however your September 18 email could be
interpreted as a demand for a draft PPA pursuant to PURPA.
I would be happy to meet with you and your team at a mutually convenient time to discuss your remaining five
projects and determine a plan for addressing each of those in a timely manner should it be determined that you
can deliver to an alternate point of delivery where PacifiCorp can receive and deliver the power to its network
load on a firm basis or overcome the transmission capacity constraint at Brady. Let know if you would like to
schedule a conference call or meeting. Thanks.
Regards,
Bruce Griswold
Bruce Griswold
PacifiCorp C& T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
This email is confidential and may be legally privileged.
It is intended solely for the addressee. Access to this email by anyone else, unless expressly approved by the
sender or an authorized addressee, is unauthorized.
Page 5 of5
If you are not the intended recipient, any disclosure, copying, distribution or any action omitted or taken in
reliance on it, is prohibited and may be unlawfuL. If you believe that you have received this email in error, please
contact the sender, delete this e-mail and destroy all copies.
==============================================================================
- - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --
This email is confidential and may be legally privileged.
It is intended solely for the addressee. Access to this email by anyone else, unless
If you are not the intended recipient, any disclosure
i copying i distribution or any
==== == ================================================================~~======
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ~-~~~ - - - - - - - - - - --
This emil is confidential and may be legally privileged.
It is intended solely for the addressee. Access to this email by anyone elsei unless
If you are not the intended recipient i any disclosure, copying i distribution or any
= ===== =============================================================== =========
- -- - ----..'--'"~-----
,~, i
Case: PAC-E-I0-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-22
October 27 to November 9,2009 email exchange between Bruce Griswold and
James Carkulis.
Page 1 of3
Griswold, Bruce tMkt Function)
From: Griswold, Bruce (Mkt Function)
Sent: Monday, November 09, 2009 4:37 PM
To: James Carkulis
Subject: RE: update
ver good - we wil call your office number.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James carkulis (mailto:jcarkulis(§exergydevelopment.com)
sent: Monday, November 09, 2009 4:35 PM
To: Griswold, Bruce ~Mkt Functon)
Subject: RE: update
Bruce:
Tomorrow is fine. Just got into Boise.
James
Confidential & Proprietary
Successfully Merging Free Market Prnciples with Societal Expectations
Exergy Development Group, LlC
(PJ 208.336,9793
(fl 208.336,9431
(mJ 406.459.3013
(eJ jcarkulist§exergydevelopment.com
This~i: document contains information which (a) may be lEGAllY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notifed that any dissemination,
distribution or copying of this communication is strictly prohibited and subject to legal action. If you have received this communication in error, please
immediately notif us electronically or by telephone, and return the original message to us at the above address via first class, express maiL. Thank you
----_.~-----_.._-_._--_._.------------~--~----------------..--------------
From: Griswold, Bruce -(Mkt Functon) (mailto:Bruce.Griswold(§PacifiCorp.com)
Sent: Monday, November 09,20095:33 PM
To: James Carkulis
Subject: RE: update
James
I wanted to confrm that we are available for a call tomorrow AM - 930AM PST _ 1030 MST. If youare stil available, let me know. Ifnot then we can reschedule to next week.
Page 2 of3
Regards
Bruce
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
From: James earkulis (mailto:jcarkulis(§exergydevelopment.com)
sent: Thursday, October 29, 2009 7:32 AM
To: Griswold, Bruce \Mkt Function)
Subject: RE: update
Bruce:
I finish the EPC contract for starting construction next week on our current 220 MW in Idaho and then on to NYC
where we have successfully negotiated a 3 year 100% turbine and construction financing instrument of which
we are wrapping up for future projects beyond our IPCo projects.
The week after next would be best.
James
Confidential & Proprietary
Successfully Merging Free Market Princip'es with Societal Expectations
Exergy Development Group, LLC
(PJ 208.336.9793
(fj 208.336.9431
(mJ 406.459.3013
(eJ jcarkulis(gexemydevelopment.com
This electronic or pnnted document contains information which (a) may be lEGALL Y PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the l.seof the Addressee(s) named above. If the reade of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any~n.
distribution or copying of this communication is strictly prohibited and subject to legal action. If you have recived this communication in error, please
immediately notif us electonically or by telephone, and return the onginal message to us at the above address via first class, express mail. Thank you
..~..._~_~_....~_".,........_........._....~"...~m~",'v_,,,,,.,,_,,,..,.......""_"_..,..___..."""_..~...,""...~..~,..""....~.~.~,~.....,..".....,____".......,_~.~...._.....,'-".,_..............._,.."'..~.,"..."ø......
From: Griswold, Bruce \Mkt Functon) (mailto:Bruce.Griswold(§PacifiCorp.com)
sent: Thursday, October 29,20098:27 AM
To: James earkulis
Subject: Re: update
James
Sorr for the delayed response. Our trans guy has been unavailable. Could we target Monday or Tuesday for a
Page 3 of3
call?
Bruce Griswold
Ph 503-813-5218
Cell 503-702-1445
From: James carkulis -:jcarkulis(Qexergydevelopment.com;:
To: Griswold, Bruce -(Mkt Function)
sent: Tue Oct 27 06:40:36 2009
Subject: update
Bruce:
Update on the call, if you please?
Thanks.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(P) 208,336.9793
(f) 208,336.9431
(m) 406.459.3013
(el jcarkulisßexergydevelopment.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient; you are hereby notied that any dissemination,
distribution or copying of this communication is strictly prohibited and subject to legal action. If you have received this communication in error, please
immediately notify us electronically or by telephone, and return the original message to us at the above address via first class, express maiL. Thank you
- - - - - - - -- - -- - - - - - -- - - - - - - - - - - - -- - -- - - -- -- - -- -- - -- - - - - - - - - - -- ----- -- -- -- - --- ---
This email is confidential and may be legally privileged.
It is intended solely for the addressee. Access to this emil by anyone else, unless
If you are not the intended recipient, any disclosure, copying, distribution or any
============================================ ==================================
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This email is confidential and may be legally privileged.
It is intended solely for the addressee. Access to this email by anyone else, unless
If you are not the intended recipient, any disclosure, copying, distribution or any
==============================================================================
EXHIBIT A-23
March 11,2010 email from James Carkulis.
Case: PAC-E-IO-08
Exhbit A to Rocky Mountain
Power's First Production
Request to XRG
Page 1 of3
Griswold, Bruce tMkt Function)
From: James Carkulis Ucarkulis(§exergydevelopment.com)
Sent: Thursday, March 11, 2010 5:41 AM
To: James T. Carkulis; Griswold. Bruce fMkt Function)
Cc: Younie, John; 'Ken Kaufmann'; Peter Richardson; DeGrandis, Bil D.
Subject: RE: contracts
Bruce:
Good morning. Just a brief recap: In January of 2009, Exergy asked for standard rate avoid cost contracts for 4-
20 MW projects in Cassia County Idaho named XRG-DP7, XRG-DP8, XRG-DP9, and XRG-DP10, along with 2 - 78
MW Qualified Facility contracts for Twin Falls County, Idaho Jack Ranch and JR1.
An Aurora model was to be prepared for the 78 MW contracts and the Rocky Mountain Power standard contract
for the 20 MW projects. To our knowledge, an Aurora model to establish cost was never prepared by RMP.
In May, we received a standard contract for 1- 20 MW contract and RMP mentioned that 22 MW was all the
capacity available at the Borah or Brady POR.
On November 10th, in a conference call between RMP transmission, you, and I, it became clear if we delayed the
online dates to June of 2011, ample upgrade work'shall have been performed to allow all 4 - 20 MW requests to
be processed.
As of this date, March 11, 2010 we have not seen the other 3 contract drafts. Exergy shall take the original sent
for the 1- 20 MW project contract draft and replicate that for the other 3 - 20 MW projects in Cassia County.
We shall present a red line of all four projects as originally requested back in January 2009 for your review and
approval. Since the online date of our current projects with Idaho Power is end of 2010, these should fit nicely in
a continued construction cycle for Exergy.
Thank you for your consideration and work with transmission allowing this to be processed.
Regards,
James T. Carkulis
Confidential & Proprietary
Siiccessjiilly Merging Free Market Principles with Societal Exectations
Exergy Development Group, LLC
(P) 208.336,9793
(f) 208,336.9431
(m) 406.59.3013
(e) jcarkulisl§exergydevelopment.com
This electronic or printed document contains information which (a) may be lEGAllY PRIVilEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited and subject to legal action. If you have received this communication in errr, please
immediately notify us electronically or by telephone, and return the original message to us at the above address via first class, express mail, Thank you
Page 2 of3
From: James T. Carkulis (mailto:mtli(Qin-tch.comJ
Sent: Tuesday, May 12, 2009 7:55 AM
To: Griswold, Bruce -(Mkt Functionì
Cc: Younie, John; Ken Kaufmann
Subjec: RE: contracts
Bruce:
Thank you. We shall commence reviewing.
But, also as identified, transmission access is an issue which is not part and parcel of PURPA contract requests
and XRG is convinced that issue can be dealt with outside of the requests for contracts. Therefore, XRG would
appreciate the tendering of the balance of our submissions. We have third part experts who have a high level of
confidence there is suffcient access currently or in the very near future.
Again, thanks and we shall be getting back to you shortly.
James
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
Ip) 208,336.9793
IfJ 208,336.9431
1m) 406.459,3013
Ie) mtllgin-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message isnot the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
From: Griswold, Bruce -(Mkt Functionì (mailto:Bruce.Griswold(QPacifiCorp.comJ
Sent: Monday, May 11, 2009 5:26 PM
To: James T. earkulis
Cc: Younie, John; Ken Kaufmann
Subjec: RE: contract
James
Please find the attached draft Idaho standard QF PP A to be used for a wind project. It should include all
the recent Idaho commssion orders. It does not include Addendum W which is the bolt-on addendum
for an off-system project deliverg to PacifiCorp. I wi send that separately. Per our last
communcation (attached), we indicated PacifiCorp does not have suffcient tranmission at Borah or
Brady to accept any project greater than 23MW and you selected one project, XRG-DP 10, that would
be developed into a PP A. Please provide a redline to ths document with your proposed changes for
discussion. If you or your team, have questions on the PP A, please call.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Offce
503-702-1445 Cell
503-813-6260 Fax
Page 3 of3
From: James T. Carkulis (mailto:mtli(Qin-tch.com)
Sent: Monday, May 11, 20095:35 AM
To: Griswold, Bruce tMkt Function)
Subject: contracts
Bruce:
In January, PacifiCorp agreed the strategy with XRG was to have all 6 contract requests before the IPUC by the
end of ApriL. To date, not one draft has been tendered by PacifiCorp. We realize these are exciting times and all
are very busy, but all the Aurora work should have been accomplished on JR1 and Jack Ranch by now, the 4
drafts on XRG-DP 7 thru 10 should be in our hands for review.
We would appreciate if we could receive these contracts for review and comment to move to execution.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group. LLC
(PJ 208.336,9793
(f) 208.336,9431
(mJ 406.459,3013
(eJ mtltâin-tch,com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. if the reader of this message is
not the intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination,
distrbution or copying of this communication is strictly prohibited. If you have recived this communication in error, piease immediately notif us by
telephone, and return the original message to us at the above address via first class, express maiL. Thank you
Case: PAC-E-1O-08
Exhibit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-24
March 12,2010 email with attachment from Peter Richardson.
PageloÎl
Griswold, Bruce tMkt Functionl
From: Peter Richardson (peter(Çrichardsonandoleary.com)
Sent: Friday, March 12, 2010 12:53 PM
To: Griswold, Bruce tMkt Function)
Cc: James Carkulis
Subject: XRG-DP-7, 8, 9, 10 PURPA Contracts
Attachments: Document.pdf
Bruce ths letter is addressed to both you and John Youne, but I am only forwarding it to.you
with the request that you provide John with a copy. If you would like I can send it to John as
well. A hard copy is in the maiL. Thans, -Pete
Peter Richardson
Richardson & O'Lear
515 N. 27th Street
Boise, Idaho 83702
[phone] .
JlC~S,ON 4t:O'LY. PUC
ATTORNEY.S A.T LAW
Peter Richardson
Tel, 208"!)38-7!lOI Fax: [phone]
pctetfi ric hardso 11 andol e a ry.com
P.O. Box 7218 Boi.e,ID 83707 - 515 N. 27th St. Boise,!D 83702
March 12,2010
Bruce Griswold
JohnYounie
825 NW Multnomah
Portand, Oregon 97232
Via overnght and eleconic delivery
Re: PURAContracts for XRG-DP-7, LLC; XRG-DP-8; XRG-DP-9; XRG-DP-IO
Dear Bruce and John:
Pleas reference the letters I sent to you in Janua of2009 requestig PURPA power
purchae agreements for the above referenced projects with an on lie date of December
2010.
. I understd tht one dr contract was trsmitted to Exergy in May of 2009 with no
follow up with the other thee contrcts. In addition, in a telephone conversation between
you and Mr. Carkuis in November 2009, it was noted that Rocky Mountain Power would
be able to accommodate these four prjects without additional trsmission upgrades if
the on line date were delay until June 2011.
Exergy is sti prepared to enter into these contracts and has been so prepared since
Janua of 2009.
I undersd tht you are in the process oflowerig the avoided cost rates with the Idaho
Commission. I am sur you can understd my client's interest in securing the requested
contract before the rates are lowered. Since we requested contracts over one year ago and
have followed those request up with trssion interconnection requests, I believe
Exergy remai entitled to the curent rates as of today.
Would you please either; (1) confirm our understadig that we are entitled to the curent
rates and follow up with a contract contanìng the same; or (2) please tender an execution
ready ageement contaig the curent rates by retu mail? Than you for your prompt
attention to ths matter.
Sincerely yours:,,:. (
,r," . ~~",.,..J/ ~,.:: / ¿.;.. ¿:~...__,// ./::!-'~ __. __
Pete Richardson
._ ~h~ . ---- -
Case: PAC-E-I0-08
Exhbit A to Rocky Mountain
Power's First Production
Request to XRG
EXHIBIT A-25
April 13, 2010 letter from Ken Kaufmann, attorney for Rocky Mountain Power.
LoVIGER I KAUF LL
825 NE Multnornah . Suite 925
Portand, OR 97232-2150
office [phone]
fax [phone]
Ken Kaufman
kaufmannWkaw.com
April 13,2010
V"ia U.S. MaN and electnic ma
Mr. Peter Richardson
Richardson & O'Lear PLLC
P.O. Box 7218
Boise, ID 83707
Peter~chardsonandolear.com
Re: Exerg's Inqui Regrdg Power Purchase Agrments
Dear Mr. Richardson:
On behalf of PacifiCorp Energy's merchant business unit (PacifiCorp Merchant, or
PacifiCorp), I am wrting you-PURP A legal counsel for Exergy Development Grup, LLC
("Exergy"~oncernng your March 12, 2010 letter, in which you requested a commitment
from PacifiCorp to buy output from four wind projects named XRG-DP7, XRG-DP8, XRG-
DP9, and XRG-DPIO ("Projects DP7-DPIO") at the then-curent avoided cost rates for small
(under 10 average megawatt) quaifying facilties (QFs). I undersd the following regadig
Projects DP7-DP10: The planed facilties will be similar wind QFs with design capacities of
19.8 MWs. They will be located in Cassia County, interconnected to Idaho Power's system in
Idaho Power's service terrtory, and will deliver net output to PacifiCorp at its Bora or Bray
substation. They are scheduled to become commercially operational Decmber 31, 2010. I
understand, fuer, that Exergy owns two more projects, Jack Ranch Wind Park and JR-l,
78.0 megawatt each, from which it also wishes to sell net output to PacifiCorp at either Bora
or Brady substation. Together, the six projects tota 235 MW of new capacity.
To date there have been multiple communcations between PacifiCorp and Exergy regarding
the above projects, staring with Exergy's request for four stadad and two non-stadard
power purchase agreements (PPAs) in Janua 2009. PacifiCorp agreed, in Marh 2009, to
offer Exergy one stadard PPA; in April 2009, James Carkulis asked that PacifiCorp prepare a
PPA for Project DP-I0; and PacifiCorp did so, in May 2009. PacifiCorp has not offered to
purchase net output from any remaining Exergy project because PacifiCorp lacks the abilty to
accept more than approximately 23 MW of new capacity at either its Bora or Bray
substations and XRG has not offered to pay for system upgrades necessar to accept more
than 23 MW.
When, afer being told of PacifiCorp's trsmission system limitations, Exergy renewed its
request for additional PPAs, in September 2009, PacifiCorp reponded, in an October 2,2009
email to James Carkulis, with a substtive explanation of its position. Tht email explained
Mr. Peter Richardson
April 13,2010
Page 2
that PacifiCorp can only accept 20-25 megawatt of new genertion at Bora or Brady; tht
Exergy's net output required network upgrades to PacifiCorp's system, and that PacifiCorp
believes that it is not obligated to purhase Exergy's net output at prices (inclusive of any
required system upgrde paid for by PacifiCorp) that exceed PacifiCorp's administrtively
determined Idaho avoided cost. PacifiCorp offered to continue discussing the remaining XRG
projects with Exergy by workig with Exergy to identify and address potential fata flaws.
To date, Exergy has not clealy indicated that it seeks more than a mere option to deliver net
output to PacifiCorp. Nor has it indicated tht it would agree to pay for any system upgrdes
on PacifiCorp's system necessa to move its net output to PacifiCorp's system load. Nor ha
Exergy, to PacifiCorp's knowledge, obtaned tranmission service ageements with Idaho
Power for any of its projects to move the power to Borah or Brady. PacifiCorp presumes that
Exergy continues to look to multiple utilities for the best possible dea for its projects' output. i
On November 10,2009, PacifiCorp Merchant and Exergy paricipated in a telephone cal, in
which a planed upgrade to its trsmission system in the vicinity of Borah and Brady
substations, was discussed. However PacifiCorp disagrees with Mr. Carkuis's reliance on
that phone call to conclude that PacifiCorp Tranmission will be able to accommodate all
Exergy projects afer completion by PacifiCorp Trasmission of the upgrde in mid-2011.
Before PacifiCorp Merchant will agee to purhas more than 20 MW of new capacity at
Bora or Brady, it mus make a formal reques to PacifiCorp Tranmission and receive
confation from PacifiCorp Trasmssion that transmission is available. PacifiCorp
Tramission will charge PacifiCorp Merchant approximately $15,000 per project to perform
a system integration study. At that point, PacifiCorp Merchant will know when and if
sufcient capacity will be avaiable at Borah or Bray to accept more than 20 MW of new
capacity. If capacity is available, PacifiCorp will buy whatever output Exergy wishes to sell.
If capacity is not available, PacifiCorp will still buy Exergy's output, provided tht Exergy
pays for system upgrdes necessar for PacifiCorp to move Exergy's power from Borah or
Bray to PacifiCorp's load.
On March 16, 2010, the PUC issued Order NO.3 1025, which contans new avoided cost rates
. for PUR A contrcts. Because the PUC made the new rates applicable to PUR A contrcts
executed on or afer Marh 15, 2010, the new rate would apply to any PPA between
PacifiCorp and Exergy for QFs under 10 average megawatts. Ths includes XRG-DP10, for
which Exergy received a dr PPA in May 200 but has not yet sent reponsive comment to
PacifiCorp. In order to move forward with the XRG-DPI0 PPA, PacifiCorp request that
Exergy provide confrmation tht the existing project information provided in early 2009 is
still valid. If it is still valid, please let PacifiCorp know as son as possible and PacifiCorp
will prepare and send Exergy an updted PPA that conforms to PacifiCorp's curent practice
(includig a requirement th the QF post delay securty). If the project confguration has been
updted, then please provide any updates to the project.
i Exergy's self-certfications for its projects list Idaho Power only, or else Idao Power, Avista and
PacifiCorp (Rocky Mountain Power) as potential purchasers of Net Output.
Mr. Peter Richardson
April 13,2010
Page 3
If, in light of the recent avoided cost rate revisions, Exergy stil wishes to purue PP As for its
remaining projects, it will need to demonstrte its abilty to deliver net output to PacifiCorp's
system via firm transmission. PacifiCorp recommends a meetig with Exergy to discuss: 1)
XRG's firm trmission argements for its six projects; and 2) a process for determning
whether new transmission capacity scheduled to be installed in mid-2011 will enable
PacifiCorp to purchase Exergy's power without additional system upgrades (and therefore pay
Exergy the standard avoided cost rates established by the Idaho PUC), or whether additional
system upgrades will be required, and if so, what will be the resulting cost to Exergy. I
understad that ths proposa may not be the quick and final solution your client prefers;
! however PacifiCorp remains willing to work though the challenges presented by Exergy's six
projects if Exergy is commtted to working with PacifiCorp on a deal that does not require
PacifiCorp to purchase output at a price that exceeds its avoided cost.
PacifiCorp requests that all wrtten communcations from Exergy's attorney be copied to my
email address, above. If you, or any other attorney for Exergy, wish to talk with PacifiCorp
regarding this matter, pleas schedule an appointment in advance so that PacifiCorp may have
an attorney present. PacifiCorp contiues to welcome direct communcation between
Exergy's non-attorney representatives. PacifiCorp will hold off responding fuer to
Exergy's request until Exergy has clarfied its intent regarding the matters raised in ths letter.
Ken Kaufman
Attorney for PacifiCorp
cc (via e-mai:
James Carkuis, Exergy Development Group LLC
Greg Adams, Richardson & O'Lea
Bruce Griswold, PacifiCorp Energy
JeffErb, PacifiCorpEnergy
Danel Solander, Rocky Mountan Power