20220511Application.pdf

Avista Corp.
1411 East Mission, P.O. Box 3727
Spokane, Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170

Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd
Building 8, Suite 201-A
Boise, ID 83714

RE: Avista & Ford Hydro Limited Partnership - PPA

Dear Ms. Noriyuki:

Enclosed for filing with the Commission is an electronic copy of Avista and Ford Hydro Joint
Petition for approval of a Power Purchase Agreement.

Please direct any questions regarding this report to Michael Andrea at [phone] or myself
at 509-495-4584.

Sincerely,

/s/Paul Kimball

Paul Kimball
Manager of Compliance & Discovery
Avista Utilities
509-495-4584
[e-mail]

Enclosure
RECEIVED
2022 May 11, AM 10:55
IDAHO PUBLIC
UTILITIES COMMISSION
REŒWAT)
2022 Mar I I,AM H):55
IIMIIO PUBLICForAvistaCorporationUTIIITIES(OMMISSit)AMichaelG.Andrea (ISB No.8308)
Senior Counsel
Avista Corporation
1411 East Mission,MSC-17
Spokane,WA 99202
Phone:[phone]
For Ford HydroLimited Partnership
Brenda J Ford
President Ford Hydro,Inc
PO Box 1432
Lewiston,ID 83501
[phone]
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT PETITION )OF AVISTA CORPORATIONAND FORD )CASE NO.AVU-E-22 -O¯l
HYDRO LIMITED PARTNERSHIP FOR )APPROVAL OF POWER PURCHASE AND )JOINT PETITION OF AVISTASALEAGREEMENT)CORPORATIONAND FORD HYDRO
)LIMITED PARTNERSHIP
Avista Corporation ("Avista")and Ford Hydro Limited Partnership ("Ford Hydro")
(collectively,the "Parties")hereby petition the Idaho Public Utilities Commission
("Commission")for an order approving the Power Purchase Agreement ("Agreement")between
Avista and Ford Hydro attached hereto as Attachment 1.The proposed effective date of the
Agreement is July 1,2022 and the term shall be for one year followingthe effective date.
1.Names and Addresses of Petitioners
Avista Corporation
1411 East Mission Avenue
Spokane,WA 99202
Page -1 JOINT PETITION OF AVISTA CORPORATION AND FORD HYDROLIMITEDPARTNERSHIP
Ford Hydro Limited Partnership
PO Box 1432
Lewiston,ID 83501
2.Nature of Businesses
Avista is a corporation created and organized under the laws of the State of
Washington with its principal office in Spokane,Washington.Avista is an investor-
owned utility engaged in,among other things,the business of generating,transmitting,
and distributing electric power to wholesale and retail customers in Idaho and
Washington.Avista also provides natural gas service to customers in Idaho,Washington,
and Oregon.As such,Avista's rates,charges,services and practices are regulated,in
part,by this Commission.
Ford Hydro operates a hydroelectric generatingunit(s)near Weippe,Idaho
("Facility").The Facility is capable of generatingup to approximately 1.499 MW of
energy.The Facility is a QualifyingFacility pursuant to the Public Utility Regulatory
Policies of Act of 1978 ("PURPA").
3.Names of Representatives
All communications,pleadings,and orders with respect to this proceeding should
be directed to:
For Avista Corporation:
Kevin Holland Michael G.Andrea
Wholesale Marketing Manager Senior Counsel
Avista Corporation Avista Corporation
1411 E.Mission Ave.,MSC-7 1411 E.Mission Ave.,MSC-17
Spokane,WA 99202 Spokane,WA 99202
Phone:[phone] Phone:[phone]
E-mail:[e-mail] E-mail:[e-mail]
Page -2 JOINT PETITION OF AVISTA CORPORATION AND FORD HYDRO
LIMITED PARTNERSHIP
For Ford HydroLimited Partnership:
Brenda J Ford
President Ford Hydro,Inc
PO Box 1432
Lewiston,ID 83501
[phone]
4.Description of Agreement
The Agreement replaces a prior power purchase agreement which expires by its
own terms on June 30,2022.If approvedby the Commission,the term of the Agreement
will commence on July 1,2022.Ford Hydro has requested a one-year term.
Accordingly,the Agreement will expire one year followingthe effective date.
Avista will purchase all of the output (net of Facility Service Power')of the
Facility.Except for any output that is Surplus Energy,Avista shall purchase for all Net
Delivered Output delivered to Avista at the applicable rate based upon the On-Peak or
Off-Peak Avoided Cost Rates for Non-Fueled Projects Smaller than Ten Average
Megawatts per month-Non-Levelized as set forth in Exhibit E to the Agreement.For
all Surplus Energy,Avista will pay the current month's Market Energy Cost per
megawatt-hour or the Net Delivered Cost,whichever is lower.
5.Conclusion
Avista and Ford Hydro jointly respectfully request that the Commission issue an
order approving the Agreement with an effective date of July 1,2022.
Respectfully submitted this th day of May,2022.
I Except as expressly defined in this petition,capitalized terms shall have the meaning set forthin theAgreement.
Page -3 JOINT PETITION OF AVISTA CORPORATION AND FORD HYDROLIMITEDPARTNERSHIP
AVISTA CORPORATION
/s/Michael G.Andrea
Michael G.Andrea
Senior Counsel
FORD HYDRO LIMITED
PARTNERSHIP
/s/Brenda J Ford
Brenda J Ford
President of Ford Hydro Inc.
Page -4 JOINT PETITION OF AVISTA CORPORATION AND FORD HYDROLIMITEDPARTNERSHIP

Page - 1 - FORD HYDRO LIMITED PARTNERSHIP

POWER PURCHASE AGREEMENT

BETWEEN

FORD HYDRO LIMITED PARTNERSHIP

AND

AVISTA CORPORATION

I N D E X

1. DEFINITIONS ........................................................................................................ 3
2. NO RELIANCE ON AVISTA................................................................................ 6
3. WARRANTIES ...................................................................................................... 6
4. CONDITIONS TO ACCEPTANCE OF ENERGY ............................................... 7
5. TERM OF AGREEMENT ...................................................................................... 7
6. PURCHASE AND SALE OF POWER .................................................................. 8
7. INSURANCE ......................................................................................................... 10
8. CURTAILMENT, INTERRUPTION OR REDUCTION OF DELIVERY ........... 11
9. OPERATION ......................................................................................................... 11
10. METERING ......................................................................................................... 13
11. PURCHASE PRICES AND METHOD OF PAYMENT ....................................... 14
12. FORCE MAJEURE ................................................................................................ 15
13. INDEMNITY ......................................................................................................... 16
14. ASSIGNMENT ....................................................................................................... 16
15. NO UNSPECIFIED THIRD PARTY BENEFICIARIES ...................................... 17
16. DEFAULT ......................................................................................................... 17
17. ARBITRATION ..................................................................................................... 18
18. RELEASE BY PROJECT DEVELOPER .............................................................. 19
19. GOVERNMENTAL AUTHORITY ....................................................................... 19
20. EQUAL OPPORTUNITY ...................................................................................... 19
21. SEVERAL OBLIGATIONS ................................................................................... 19
22. IMPLEMENTATION ............................................................................................. 20
23. NON-WAIVER....................................................................................................... 20
24. AMENDMENT....................................................................................................... 20
25. CHOICE OF LAWS ............................................................................................... 20

Page - 2 - FORD HYDRO LIMITED PARTNERSHIP
26. COMPLIANCE WITH LAWS ............................................................................... 20
27. VENUE ......................................................................................................... 20
28. HEADINGS ......................................................................................................... 21
29. NOTICES ......................................................................................................... 21
30. EXHIBITS ......................................................................................................... 21
31. USE OF FACILITIES............................................................................................. 22

Exhibit A Communication and Reporting
Exhibit B Form of Engineer's Certification of Operations and Maintenance Policy
Exhibit C Reserved
Exhibit D Description of the Facility
Exhibit E Purchase Prices

Page - 3 - FORD HYDRO LIMITED PARTNERSHIP
This Power Purchase Agreement (“Agreement”) with an Effective Date as provided in
Section 5.1 below is made by and between Avista Corporation, a Washington corporation
(“Avista”), and Ford Hydro Limited Partnership (“Project Developer”). Avista and Project
Developer are sometimes referred to herein individually as a "Party" and collectively as the
"Parties."

WITNESSETH:

WHEREAS, Project Developer plans to continue to operate a 1.499 MW hydroelectric
generating unit(s) near Weippe, Idaho, as more fully described in Exhibit D (“Facility”); and

WHEREAS, Project Developer has obtained all necessary rights and authorities to own
and operate the Facility; and

WHEREAS, the Facility may produce power, which Project Developer desires to sell to
Avista; and

WHEREAS, Project Developer and Avista are parties to an agreement pursuant to which
Avista purchases the output of the Facility, which agreement expires by its own terms on June
30, 2022; and

WHEREAS, Project Developer desires to sell and Avista desires to purchase output from
the Facility pursuant to this Agreement, subject to approval of the Idaho Public Utilities
Commission; and

WHEREAS, the Facility is or shall be a Qualifying Facility within the meaning of the
Public Utility Regulatory Policies Act of 1978 and the rules and regulations thereunder; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the Parties agree as follows.

1. DEFINITIONS

Whenever used in this Agreement and exhibits hereto, the following terms shall have the
following meanings:

1.1 “Agreement” means this Power Purchase Agreement, including all exhibits, and
any written amendments.

1.2 “aMW” means average MW.

1.3 “Avista”, “Project Developer”, “Party” and “Parties” shall have their
respective meanings set forth above.

Page - 4 - FORD HYDRO LIMITED PARTNERSHIP
1.4 “Effective Date” shall have the meaning provided in Section 5.1.

1.5 “Environmental Attributes” means all certificates, credits, benefits, emissions
reductions, environmental air quality credits and emissions reduction credits, offsets and
allowances, howsoever entitled, resulting from the avoidance of the emission of any gas,
chemical, or other substance attributable to the Facility or the generation of energy by the
Facility, and the delivery of such energy to the electricity grid, and include without limitation,
any of the same arising out of any current or future legislation or regulation concerned with
oxides of nitrogen, sulfur, or carbon, with particulate matter, soot, or mercury, or implementing
the United Nations Framework Convention on Climate Change (“UNFCCC”) or the Kyoto
Protocol to the UNFCCC or crediting “early action” with a view to the UNFCCC, or laws or
regulations involving or administered by the Clean Air Markets Division of the Environmental
Protection Agency or successor administrator (collectively with any state or federal entity given
jurisdiction over a program involving transferability of Environmental Attributes, the “CAMD”),
but specifically excluding investment tax credits, production tax credits, and cash grants
associated with the construction or operation of the Facility and other financial incentives in the
form of credits, reductions, or allowances associated with ownership of the Facility that are
applicable to a state or federal income tax obligation, if any. Environmental Attributes also
include the reporting rights or Renewable Energy Certificates (“RECs”) associated with these
Environmental Attributes. RECS are accumulated on a MWh basis and one REC represents the
Environmental Attributes associated with one MWh of energy. Environmental Attributes do not
include (i) any energy, capacity, reliability or other power attributes from the Facility.

1.6 “Facility” means the electric generating facilities, including all equipment and
structures necessary to generate and supply power, more particularly described at Exhibit D
(Description of the Facility).

1.7 “Facility Service Power” means the electric power used by the Facility during its
operation, including, but not necessarily limited to pumping, generator excitation, cooling or
otherwise related to the production of electricity by the Facility.

1.8 “FERC” means the Federal Energy Regulatory Commission.

1.9 “Independent Engineering Certification” means certifications provided by a
professional engineer registered in Washington or Idaho, who has no direct or indirect, legal or
equitable, ownership interest in the Facility.

1.10 “Reserved”.

1.11- “Interconnection Facilities” means all facilities required to interconnect the
Facility for delivery of Net Delivered Output to the Avista transmission system including
connection, transformation, switching, relaying and safety equipment. Interconnection Facilities
shall also include all telemetry, metering, cellular telephone, and/or communication equipment
required under this Agreement regardless of location.

1.12 “IPUC” means the Idaho Public Utilities Commission or its successor.

Page - 5 - FORD HYDRO LIMITED PARTNERSHIP

1.13 “MW” means megawatt. One thousand kilowatts equals one megawatt.

1.14 “Market Energy Cost” means eighty-five percent (85%) of the Powerdex
Hourly Mid-Columbia Index (“Mid-C Index”) , or its successor, or as agreed to by the parties
where no successor exists; provided, however, if the Mid-C Index is less than zero, the Market
Energy Cost shall be one-hundred and fifteen percent (115%) of the Mid-C Index.

1.15 “Net Delivered Output” means all electric energy generated by the Facility, net
of Facility Service Power.

1.16 “Net Delivered Output Cost” means the rate in dollars per megawatt-hour, to be
paid by Avista for all Net Delivered Output that is not Surplus Energy, subject to any limitations
under this Agreement. The Net Delivered Output Cost is specified in Section 11.1.

1.17 “Off-Peak” means all hours other than On-Peak hours.

1.18 “On-Peak” means the hours ending 0700 through 2200 Pacific Prevailing time,
Monday through Sunday, including NERC holidays.

1.19 “Operating Year” means each 12-month period from July 1 through June 30.

1.20 “Point of Delivery” means the location where the Facility is electrically
interconnected with Avista's transmission system.

1.21 “Prudent Utility Practices” means the practices, methods, and acts, including
but not limited to practices, methods, and acts engaged in or approved by a significant portion of
the electric power generation and transmission industry, in the exercise of reasonable judgment
in the light of the facts known or that should have been known at the time a decision was made,
that would have been expected to accomplish the desired result in a manner consistent with law,
regulation, reliability, safety, environmental protection, economy, and expedition.

1.22 “Scheduled Outage” means any outage which is scheduled by the Project
Developer to remove electrical or mechanical equipment from service for repair, replacement,
maintenance, safety or any other reason, and which thereby limits the generating capability of the
Facility to less than its full tested capability.

1.23 “Surplus Energy” means: (1) Net Delivered Output produced by the Facility
and delivered to the Avista electrical system during the month which exceeds 110% of the
monthly Net Delivered Output estimate for the corresponding month specified in Section 6.3; or
(2) if the Net Delivered Output produced by the Facility and delivered to the Avista electrical
system during the month is less than 90% of the monthly Net Delivered Output estimate for the
corresponding month specified in Section 6.3, then all Net Delivered Output delivered by the
Facility to the Avista electrical system for that given month. For clarification, Net Delivered
Output that is Surplus Energy pursuant to this definition shall be sold to Avista at the price set
forth in Section 11.2.

Page - 6 - FORD HYDRO LIMITED PARTNERSHIP

1.24 “Surplus Energy Cost” means the rate in dollars per megawatt-hour, to be paid
by Avista for all Surplus Energy, subject to any limitations under this Agreement. The Surplus
Energy Cost is specified in Section 11.2 of this Agreement.

1.25 “Term” shall have the meaning provided in Section 5.5 of this Agreement.

2. NO RELIANCE ON AVISTA

2.1 Project Developer Independent Investigation. Project Developer warrants and
represents to Avista that in entering into this Agreement and the undertaking by Project
Developer of the obligations set forth herein, Project Developer has investigated and determined
that it is capable of performing hereunder and has not relied upon the advice, experience or
expertise of Avista in connection with the transactions contemplated by this Agreement.

2.2 Project Developer Experts. All professionals or experts including, but not limited
to, engineers, attorneys or accountants, that Project Developer may have consulted or relied on in
undertaking the transactions contemplated by this Agreement have been solely those of Project
Developer.

3. WARRANTIES

3.1 No Warranty by Avista. Any review, acceptance or failure to review Project
Developer's design, specifications, equipment or facilities shall not be an endorsement or a
confirmation by Avista, and Avista makes no warranties, expressed or implied, regarding any
aspect of Project Developer's design, specifications, equipment or facilities, including, but not
limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility.

3.2 Qualifying Facility Status. Project Developer warrants that the Facility is a
“Qualifying Facility”, as that term is used and defined in 18 C.F.R. §§ 292.101, 292.207. After
initial qualification, Project Developer shall take such steps as may be required to adequately
maintain the Facility’s Qualifying Facility status during the term of this Agreement and Project
Developer’s failure to adequately maintain Qualifying Facility status will be a material breach of
this Agreement. Avista reserves the right to review the Facility’s Qualifying Facility status and
associated support and compliance documents at any time during the term of this Agreement.

4. CONDITIONS PRIOR TO EFFECTIVE DATE

Prior to the Effective Date, the following actions must have occurred:

4.1 Licenses, Permits and Approvals. Pursuant to applicable federal, state, tribal or
local regulations, Project Developer shall maintain in good standing and effect all licenses, permits
or approvals necessary for Project Developer’s operation of the Facility including, but not limited
to, compliance with Subpart B, 18 C.F.R. § 292.207. Licenses, permits and approvals shall include
but shall not be limited to tribal, state and local business licenses, environmental permits
approvals for fuel storage, water rights, and other necessary easements and leases.

Page - 7 - FORD HYDRO LIMITED PARTNERSHIP

4.3 Insurance. Project Developer shall have complied with Section 7, Insurance.

4.5 Initial Year Monthly Net Delivered Output Amounts. Project Developer shall
have provided to Avista the Initial Year Monthly Net Delivered Output Estimates in accordance
with Section 6.3.1.

5. TERM OF AGREEMENT

5.1 Subject to the provisions of this Section 5, this Agreement shall be effective at
0000 hours on July 1, 2022, or such other date as ordered by the IPUC, (“Effective Date”).
Power purchases pursuant to this Agreement shall commence upon the Effective Date.

5.2 Project Developer and Avista shall jointly petition the IPUC for an order
approving the Agreement. This Agreement is conditioned upon the approval and determination
by the IPUC that the prices to be paid for electric power are just and reasonable, in the public
interest, and that the costs incurred by Avista for purchases of electric power from Seller are
legitimate expenses.

5.3 In the event that the IPUC fails to issue a final order approving this Agreement by
September 1, 2022, neither Party shall have any further obligations to purchase or sell electric
power hereunder, and this Agreement shall terminate on September 1, 2022.

5.4 In the event that this Agreement is terminated pursuant to Sections 5.2 or 5.3,
except as otherwise provided, the Project Developer shall refund amounts to Avista. The refund
amount for each month shall be equal to the amount previously paid by Avista for electric power
received by Avista from the Facility during such month, less the arithmetic product that is
obtained by multiplying the number of megawatt-hours during such month for which Avista has
paid, by the lesser of: (i) the Net Delivered Output Cost set forth in Section 11.1 for such month,
or (ii) the Market Energy Cost for such month. In the event that Avista has not paid for electric
power delivered by Project Developer before this Agreement is terminated pursuant to Sections
5.2 or 5.3, Avista shall pay for such power at the lesser of: (i) the Net Delivered Output Cost set
forth in Section 11.1 for such month, or (ii) the Market Energy Cost for such month.

5.5 The Term of the Agreement shall be for one (1) years following the Effective
Date, unless terminated earlier by terms and conditions contained herein.

Page - 8 - FORD HYDRO LIMITED PARTNERSHIP
6. PURCHASE AND SALE OF POWER

6.1 Project Developer shall sell and deliver to the Point of Delivery and Avista shall
purchase all Net Delivered Output.

6.2 The Facility is designed, and the Project Developer shall operate the Facility in a
manner such that the hourly scheduled amount of Net Delivered Output does not exceed 1.499
MW in any hour. Avista shall have the right, but not the obligation, to purchase any Net
Delivered Output from the Facility in excess of 1.499 MW in any hour. The maximum annual
amount of electric power that Avista is obligated to purchase hereunder shall be 5000 megawatt-
hours in any Operating Year which is a non-Leap Year, or 5000 megawatt-hours in any
Operating Year which is a Leap Year.

6.3 Net Delivered Output Amounts.

6.3.1 Initial Net Delivered Output Estimates. Project Developer shall provide to
Avista Net Delivered Output estimates for each of the twelve consecutive months that
begin with the month containing the Effective Date, counting the month during which the
Effective Date occurs as month one (Initial Year Monthly Net Delivered Output
Estimates). Project Developer shall provide to Avista such Initial Year Monthly Net
Delivered Output Estimates by written notice in accordance with Section 29 no later than
five (5) calendar days prior to the Effective Date and shall provide estimates for each
subsequent year for the Term no later than five (5) business days prior to each
anniversary of the Effective Date.

6.3.2 Subsequent Monthly Net Delivered Output Estimates. Prior to the end of
the first month following the Effective Date, and prior to the end of every month
thereafter, Project Developer may provide to Avista updated monthly Net Delivered
Output estimates for the month following the next month. For example, assuming that
the Effective Date is July 1, 2022, prior to July 31, 2022, Project Developer may provide
Avista revised monthly Net Delivered Output estimates for September 2022. Project
Developer may provide such monthly Net Delivered Output estimates to Avista by
written notice in accordance with Section 29, no later than 5:00 p.m. of the last business
day of the month during which they are required to be provided.

6.3.3 Content of Net Delivered Output Estimates. All Net Delivered Output
estimates shall be expressed in kilowatt-hours by month.

6.3.4 Failure to Provide Net Delivered Output Estimates. If the Project
Developer fails to provide to Avista Net Delivered Output estimates when required herein
pertaining to any month or months, Avista shall determine the Net Delivered Output
estimates pertaining to such month or months, and the Net Delivered Output estimates
shall be binding for purposes of the Agreement as though they were prepared by Project
Developer and provided to Avista as required by the Agreement.

Page - 9 - FORD HYDRO LIMITED PARTNERSHIP
6.3.5 Project Developer’s Revisions of Net Delivered Output Estimates. At the
end of month three following the Effective Date, and at the end of every third month
thereafter, counting the month during which the Effective Date occurs as month one,
Project Developer may provide Avista with revisions to Net Delivered Output estimates
previously provided to Avista, except Project Developer may not revise Net Delivered
Output estimates that pertain to the three consecutive months that immediately follow the
month during which Project Developer provides Avista notice of the revisions. If Project
Developer elects to revise Net Delivered Output estimates previously provided to Avista,
then Project Developer must provide to Avista the revised Net Delivered Output
estimates by written notice in accordance with Section 29, no later than 5:00 p.m. of the
last business day of the month during which they are required to be provided.

6.3.6 Avista Adjustment of Net Delivered Output Estimate. If Avista is excused
from accepting the Project Developer’s Net Delivered Output as specified in Section 9.2
or if the Project Developer declares a Suspension of Energy Deliveries as specified in
Section 9.3 and the Project Developer declared Suspension of Energy Deliveries is
accepted by Avista, the Net Delivered Output estimate as specified in Section 6.3.1 for
the specific month in which the reduction or suspension under Section 9.2 or 9.3 occurs
will be reduced in accordance with the following:

Where:

NDO = Current Month' s Net Delivered Output estimate

SGU = (a) If Avista is excused from accepting the Project Developer’s Net
Delivered Output as specified in Section 9.2 this value will be
equal to the percentage of curtailment as specified by Avista
multiplied by the TGU as defined below.
(b) If the Project Developer declares a Suspension of Net Delivered
Output as specified in Section 9.3 this value will be the generation
unit size rating of 1.499 MW,

TGU = Generation unit size rating of 1.499 MW,

RSH = Actual hours the Facility’s Net Delivered Output was either
reduced or suspended under Sections 9.2 or 9.3.

TH = Actual total hours in the current month

Resulting formula being:

Adjusted
Net Delivered
Output
= NDO - ( ( SGU x NDO ) X ( RSH ) )
TGU TH

Page - 10 - FORD HYDRO LIMITED PARTNERSHIP
This Adjusted Net Delivered Output estimate will be used in applicable Surplus Energy
calculations for only the specific month in which Avista was excused from accepting the Net
Delivered Output or the Project Developer declared a Suspension of Energy.

6.4 Environmental Attributes. Ownership of Environmental Attributes shall be determined
consistent with applicable State and Federal law.

7. INSURANCE

7.1 Business Insurance. Prior to operating the Facility, Project Developer, at its own
cost, shall obtain and maintain the following insurance in force over the Term of this Agreement
and shall provide certificates of all insurance policies. Avista’s acceptance of the certificate of
insurance is not intended to, and will not reduce, limit, affect, or modify the primary obligations
and liabilities of Project Developer under the provisions of this Agreement. Project Developer
must provide notice of cancellation or notice of change in policy terms at least sixty (60) days prior
to any change or termination of the policies.

7.1.1 General Liability. Project Developer shall carry and maintain
comprehensive general liability insurance in a form acceptable to Avista with coverage of
not less than $2,000,000 per occurrence, including coverage of bodily injury, property
damage liability, and contractual liability specifically related to the indemnity provisions
of this Agreement. The deductible will not exceed the Project Developer’s financial ability
to cover claims and will not be greater than prevailing practices for similar operations in
the State of Idaho.

7.1.2 Qualifying Insurance. The insurance coverage required by this Section
7.1.1 must be obtained from an insurance carrier licensed to conduct business in the state
in which the Services are to be performed, must be acceptable to Avista, such acceptance
not to be unreasonably withheld, but in no event have less than an A.M. Best Rating of
A-, Class VIII. The policies required under this Agreement must include (i) provisions or
endorsements naming Avista and its directors, officers and employees as additional
insureds, (ii) Avista as a loss payee as applicable, (iii) a cross-liability and severability of
interest clause, and (iv) provisions such that the policy is primary insurance with respect
to the interests of Avista and that any other insurance maintained by Avista is excess and
not contributory.

7.2 Engineering Certifications. At Avista’s reasonable written request, it may require
the Project Developer to provide to Avista an Independent Engineering Certification,
substantially in the form of Exhibit B, as to the adequacy of the Operation and Maintenance
Policy for the Facility within sixty (60) days after such request. Failure to provide such
documentation shall be deemed to be a default under Section 16.1.

Page - 11 - FORD HYDRO LIMITED PARTNERSHIP
8. CURTAILMENT, INTERRUPTION OR REDUCTION OF DELIVERY

Avista may require Project Developer to curtail, interrupt or reduce delivery of Net
Delivered Output if, in accordance with Section 9.2, Avista determines that curtailment,
interruption or reduction is necessary because of force majeure or to protect persons and property
from injury or damage, or because of emergencies, necessary system maintenance, system
modification or special operating circumstances. Avista shall use its reasonable efforts to keep
any period of curtailment, interruption, or reduction to a minimum. In order not to interfere
unreasonably with Project Developer operations, Avista shall give Project Developer reasonable
prior notice of any curtailment, interruption, or reduction, the reason for its occurrence and its
probable duration.

9. OPERATION

9.1 Communications and Reporting. Avista and the Project Developer shall maintain
appropriate operating communications through Avista’s Designated Dispatch Facility in
accordance with Exhibit A of this Agreement.

9.2 Excuse From Acceptance of Delivery of Power.

9.2.1 Avista may interrupt, suspend or curtail delivery, receipt or acceptance of
delivery of power if Avista reasonably determines consistent with Prudent Utility
Practice that the failure to do so:

9.2.1.1 May endanger any person or property, or Avista's electric
system, or any electric system with which Avista's system is interconnected;

9.2.1.2 May cause, or contribute to, an imminent significant disruption
of electric service to Avista's or another utility's customers;

9.2.1.3 May interfere with any construction, installation, inspection,
testing, repair, replacement, improvement, alteration, modification, operation, use
or maintenance of, or addition to, Avista's electric system or other property of
Avista.

9.2.2 Avista shall promptly notify Project Developer of the reasons for any such
interruption, suspension or curtailment provided for in Section 9.2.1, above. Avista shall
use reasonable efforts to limit the duration of any such disconnection, interruption,
suspension or curtailment.

9.3 Project Developer Declared Suspension of Energy Deliveries.

9.3.1 If the Facility experiences a forced outage due to equipment failure which
is not caused by an event of force majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Facility, Project Developer may, after giving notice as
provided in Section 9.3.2 below, temporarily suspend all deliveries of Net Delivered

Page - 12 - FORD HYDRO LIMITED PARTNERSHIP
Energy to Avista from the Facility for from individual generation unit(s) within the
Facility impacted by the forced outage for a period of not less than 48 hours to correct the
forced outage condition (“Declared Suspension of Energy Deliveries”). The Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Project Developer’s telephone notification to Avista as specified in Section 9.3.2 and will
continue for the time as specified (not less than 48 hours) in the written notification
provided by the Project Developer. In the month(s) in which the Declared Suspension of
Energy occurred, the Net Delivered Energy Amount will be adjusted as specified in
Section 6.3.5.

9.3.2 If the Project Developer desires to initiate a Declared Suspension of
Energy Deliveries as provided in Section 9.3.1, the Project Developer shall notify the
Designated Dispatch Facility by telephone. The beginning hour of the Declared
Suspension of Energy Deliveries will be at the earliest the next full hour after
making telephone contact with Avista. The Project Developer shall, within 24 hours
after the telephone contact, provide Avista a written notice in accordance with Section 29
that will contain the beginning hour and duration of the Declared Suspension of Energy
Deliveries and a description of the conditions that caused the Project Developer to
initiate a Declared Suspension of Energy Deliveries. Avista shall review the
documentation provided by the Project Developer to determine Avista's acceptance of
the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in Section 9.3.1. Avista's acceptance of the Project
Developer’s forced outage as an acceptable forced outage will be based upon the clear
documentation provided by the Project Developer that the forced outage is not due to an
event of Force Majeure or by neglect, disrepair or lack of adequate preventative
maintenance of the Project Developer's Facility.

9.4 Scheduled Maintenance. On or before January 31 of each calendar year, Project
Developer shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and Avista and Project Developer shall mutually agree as to
the acceptability of the proposed schedule. The Parties determination as to the acceptability of
the Project Developer’s timetable for scheduled maintenance shall take into consideration
Prudent Utility Practices, Avista system requirements and the Project Developer’s preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule. The Parties shall cooperate in determining mutually acceptable Facility down times or
maintenance shutdowns.

9.5 Compliance with Permits, Licenses, Authorizations and Other Rights. Project
Developer shall obtain and comply with all permits, licenses, authorizations and other rights
required to own, operate, use and maintain the Facility, as they may change from time to time.
Project Developer shall furnish to Avista on request, copies of all documents granting,
evidencing or otherwise related to such permits, licenses, authorizations and rights.

9.6 Project Developer's Risk. Project Developer shall own, operate, use and maintain
the Facility at its own risk and expense in compliance with all applicable laws, ordinances, rules,

Page - 13 - FORD HYDRO LIMITED PARTNERSHIP
regulations, orders and other requirements, now or hereafter in effect, of any governmental
authority.

9.7 Avista Right to Inspect. Project Developer shall permit Avista to inspect the
Facility or the operation, use or maintenance of the Facility. Project Developer shall provide
Avista reasonable advance notice of any such test or inspection by or at the direction of Project
Developer.

9.8 Project Developer Obligations in Accordance with Prudent Utility Practices.
Project Developer shall own, operate and maintain the Facility and any Project Developer-owned
Interconnection Facilities so as to allow reliable generation and delivery of electric energy to
Avista for the full term of the Agreement, in accordance with Prudent Utility Practices.

10. METERING

10.1 A power meter currently located at the Point of Delivery at Project Developer’s
expense will register the Net Delivered Output generated and delivered to Avista on an hourly
basis.

10.2 The power meter will record power, which flows from the Facility to Avista.
Avista and Project Developer both shall have the right to read and receive readings from the
power meter. Avista shall read the meter at least once a month to determine the amount of Net
Delivered Output in each calendar month. Power deliveries in any month shall be calculated
based on information from meter readings with the date adjustment made by prorating metered
amounts to the number of days in such month. Actual monthly Net Delivered Output shall be
determined from the record developed. Avista shall own and maintain all meters used to
determine the billing hereunder. Such meter(s) shall be tested and inspected in accordance with
Avista's meter testing program as filed with the Idaho Public Utilities Commission. If requested
by Project Developer, Avista shall provide copies of applicable test and calibration records and
calculations. Avista shall permit a representative of Project Developer to be present at all times
the meters are being tested. Additionally, Avista shall test any or all of such meters as may be
reasonably be required by Project Developer. Project Developer shall pay reasonable costs for
such requested test unless any of the meters is found to be inaccurate in which case Avista shall
pay for such test.

10.3 Adjustments shall be made in meter readings and billings for errors in a meter
reading or billing discovered within twelve (12) months of the error. Avista shall notify Project
Developer of any errors arising from meter calibration, reading or billing. Avista shall permit
representatives of Project Developer to inspect all of Avista's records relating to the delivery of
electrical energy to and purchase of electrical energy by Avista hereunder.

11. PURCHASE PRICES AND METHOD OF PAYMENT

11.1 Net Delivered Output Cost. For all Net Delivered Output received by Avista for
each hour that is not Surplus Energy Avista shall pay the applicable rate based upon the
following Avoided Cost Rates For Non-Fueled Projects Smaller Than Ten Average Megawatts

Page - 14 - FORD HYDRO LIMITED PARTNERSHIP
per month - Non-Levelized. The anticipated applicable rates for such Net Delivered Output is
shown in Exhibit E. Notwithstanding anything in Exhibit E, the applicable rate for Net
Delivered Output that is not Surplus Energy shall be the Avoided Cost Rates for Non-Fueled
Projects Smaller Than Ten Average Megawatts per month – Non-Levelized that are approved by
the Commission and in effect on the Effective Date.

11.2 Surplus Energy Cost. For all Surplus Energy, Avista shall pay to the Project
Developer the Surplus Energy Cost, which shall be the lessor of (i) current month’s Market
Energy Cost per megawatt-hour, or (ii) the Net Delivered Output Cost specified in Section 11.1.

11.3 Payments to Project Developer. For each month during the term of this
Agreement, so long as there are energy deliveries made and/or payments due hereunder, Avista
shall prepare a statement based upon Net Delivered Output and Surplus Energy delivered to
Avista. Payments by Avista for amounts billed shall be paid no later than the15th day of the
month following the prior calendar month billing period. If the due date falls on a non-business
day of either Party, then the payment shall be due on the next following business day.

11.4 Payments to Avista. If Project Developer is obligated to make any payment or
refund to Avista, Avista shall bill Project Developer for such payments. Project Developer shall
pay Avista on or before the 15th day of the month following the prior calendar month billing
period or ten (10) days after receipt of the bill, whichever is later.

11.5 Interest. Any payments by Avista to Project Developer or by Project Developer
to Avista, if not paid in full within the limitations set forth in Sections 11.3 and 11.4 above, shall
be late. In addition to the remedies for such an event of default pursuant to Section 16, the late-
paying Party shall be assessed a charge for late payment equal to the lesser of one and one half
percent (1.5%) per month, or the maximum rate allowed by the laws of the State of Idaho,
multiplied by the overdue amount.

11.6 Set-Off. Project Developer agrees that Avista may set off any and all amounts
owed by Project Developer to Avista against any current or future payments due Project
Developer under this Agreement.

11.7 Wire Transfer. All payments shall be made by ACH or wire transfer in
accordance with further agreement of the Parties.

12. FORCE MAJEURE

12.1 Neither Party shall be liable to the other Party for, or be considered to be in
breach of or default under this Agreement, on account of any delay in performance due to any of
the following events or any delay or failure to produce Net Delivered Output, or to, receive or
accept Net Delivered Output due to any of the following events:

12.1.1 Any cause or condition beyond such Party's reasonable control which such
Party is unable to overcome by the exercise of reasonable diligence (including but not
limited to: fire, flood, earthquake, volcanic activity, wind, drought, pandemic or epidemic

Page - 15 - FORD HYDRO LIMITED PARTNERSHIP
and other acts of the elements; court order and act of civil, military or governmental
authority; strike lockout and other labor dispute; riot, insurrection, sabotage or war;
breakdown of or damage to facilities or equipment; electrical disturbance originating in
or transmitted through such Party's electric system or any electric system with which such
Party's system is interconnected; and, act or omission of any person or entity other than
such Party, and Party's contractors or suppliers of any tier or anyone acting on behalf of
such Party); or

12.1.2 Any action taken by such Party which is, in the sole judgment of such
Party, necessary or prudent to protect the operation, performance, integrity, reliability or
stability of such Party's electric system or any electric system with which such Party's
electric system is interconnected, whether such actions occur automatically or manually.

12.2 In the event of any Force Majeure occurrence, the time for performance thereby
delayed shall be extended by a period of time reasonably necessary to compensate for such
delay. Avista shall not be required to pay for Available Output which, as a result of any force
majeure event, is not delivered. Nothing contained in this Section shall require any Party to
settle any strike, lockout or other labor dispute. In the event of a force majeure occurrence which
will affect performance under this Agreement, the nonperforming Party shall provide the other
Party written notice within fourteen (14) days after the occurrence of the force majeure event.
Such notice shall include the particulars of the occurrence, assurances that suspension of
performance is of no greater scope and of no longer duration than is required by the force
majeure, and that best efforts are being used to remedy its inability to perform.

12.3 Force Majeure shall include an electrical disturbance that prevents any electric
deliveries from occurring at the Point of Delivery.

13. INDEMNITY

13.1 Project Developer shall indemnify, defend and hold harmless Avista, its directors,
officers, employees, agents, and representatives, against and from any and all losses, expenses,
liabilities, claims or actions (hereafter “Loss”), based upon or arising out of bodily injuries or
damages to persons, including without limitation death resulting therefrom, or physical damages
to or losses of property caused by, arising out of or sustained in connection with the construction,
operation or maintenance of the Facility. Subject to Section 18 of this Agreement, Avista shall
indemnify, defend and hold harmless Project Developer, its directors, officers, employees,
agents, and representatives, against and from any Loss, caused by, arising out of or sustained in
connection with the construction, operation or maintenance of its electrical system. In the event
that any such Loss is caused by the negligence of both Project Developer and Avista, including
their employees, agents, suppliers and subcontractors, the Loss shall be borne by Project
Developer and Avista in the proportion that their respective negligence bears to the total
negligence causing the Loss.

13.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROJECT
DEVELOPER AND AVISTA EACH WAIVE ANY IMMUNITY UNDER EXISTING
WORKER'S COMPENSATION LAW APPLICABLE TO THE JURISDICTION WHERE THE

Page - 16 - FORD HYDRO LIMITED PARTNERSHIP
FACILITY IS TO BE LOCATED AS NECESSARY TO INDEMNIFY AND HOLD
HARMLESS THE OTHER FROM SUCH LOSS, TO THE EXTENT SET FORTH IN
SECTION 13.1, ABOVE.

13.3 PROJECT DEVELOPER AND AVISTA SPECIFICALLY WARRANT THAT
THE TERMS AND CONDITIONS OF THE FOREGOING INDEMNITY PROVISIONS ARE
THE SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIES, AND ARE
SPECIFICALLY AND EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERIVED UNDER THE TERMS OF THE AGREEMENT.

13.4 Other than as expressly provided for in this Agreement, neither Party shall be
liable under any provision of this Agreement for any losses, damages, costs or expenses for any
special, indirect, incidental, consequential, or punitive damages, including but not limited to loss
of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or
services, whether based in whole or in part in contract, in tort, including negligence, strict
liability, or any other theory of liability; provided, however, that damages for which a Party may
be liable to the other Party under another agreement will not be considered to be special, indirect,
incidental, or consequential damages hereunder.

14. ASSIGNMENT

14.1 Project Developer shall not voluntarily assign its rights or delegate its duties
under this Agreement, or any part of such rights or duties without the written consent of Avista.
Such consent shall not unreasonably be withheld. Further, no assignment by Project Developer
shall relieve or release it to the extent of any of its obligations hereunder. Subject to the
foregoing restrictions on assignments, this Agreement shall be fully binding upon, inure to the
benefit of and be enforceable by the Parties and their respective successors, heirs and assigns.

14.2 Project Developer shall have the right, subject to the obligation to provide
security hereunder, without the other Party's consent, but with a thirty (30) days prior written
notice to the other Party, to make collateral assignments of its rights under this Agreement to
satisfy the requirements of any development, construction, or other long term financing. A
collateral assignment shall not constitute a delegation of Project Developer’s obligations under
this Agreement, and this Agreement shall not bind the collateral assignee. Any collateral
assignee succeeding to any portion of the ownership interest of Project Developer shall be
considered Project Developer’s successor in interest and shall thereafter be bound by this
Agreement.

15. NO UNSPECIFIED THIRD PARTY BENEFICIARIES

Except as specifically provided in this Agreement, there are no third party beneficiaries
of this Agreement. Nothing contained in this Agreement is intended to confer any right or
interest on anyone other than the Parties, and their respective successors, heirs and assigns
permitted under Section 14.

16. DEFAULT

Page - 17 - FORD HYDRO LIMITED PARTNERSHIP

16.1 In the event that either Party fails to perform the terms and conditions set forth in
this Agreement (a breach of or default under this Agreement), including without limitation the
failure to provide Net Delivered Output, when available and deliverable to Avista, at the times or
in the amounts required by this Agreement, the following shall apply:

16.1.1 The non-defaulting Party shall give written notice to the defaulting Party
of the breach of or default under this Agreement.

16.1.2 Where default is for failure to pay sums which are due and payable under
this Agreement, then the defaulting Party shall have thirty (30) days following receipt of
written notice to cure the default, after which period the non-defaulting Party may
unilaterally terminate this Agreement.

16.1.3 Except as provided in Sections 16.1.2 and 16.1.4, in all other cases of
breach or default, then the defaulting Party must begin to cure the breach or default
within thirty (30) days and shall complete such cure within ninety (90) days of receipt of
written notice, or else the non-defaulting Party may unilaterally terminate this
Agreement.

16.1.4 If a breach or default occurs under Sections 16.2.1, 16.3.1, 16.3.2, 16.3.3,
16.3.4, then the non-defaulting party may terminate this Agreement after the respective
cure period(s) as expressly provided for in such Sections.

16.2 Notwithstanding any claim of Force Majeure, Project Developer shall be in
default, and Avista may immediately terminate this Agreement, if:

16.2.1 Project Developer has abandoned the Facility; or

16.2.2 There have been no energy deliveries to Avista from the Facility for a
period of twelve (12) consecutive months; or

16.2.3 Facility ceases to be a Qualifying Facility.

16.3 For purposes of this Agreement, and without limiting the generality of section
16.1, a Party shall also be in default if it:

16.3.1 Becomes insolvent (e.g., is unable to meet its obligations as they become
due or its liabilities exceed its assets); or

16.3.2 Makes a general assignment of substantially all of its assets for the benefit
of its creditors, files a petition for bankruptcy or reorganization or seeks other relief under
any applicable insolvency laws; or

Page - 18 - FORD HYDRO LIMITED PARTNERSHIP
16.3.3 Has filed against it a petition for bankruptcy, reorganization or other relief
under any applicable insolvency laws and such petition is not dismissed or stayed within
sixty (60) days after it is filed.

16.4 Any right or remedy afforded to either Party under any provision of this
Agreement on account of the breach of or default under this Agreement by the other Party is in
addition to, and not in lieu of, all other rights or remedies afforded to such Party under any other
provisions of this Agreement, by law or otherwise on account of the breach or default.

17. ARBITRATION

Each Party shall strive to resolve any and all differences during the term of the
Agreement. If a dispute cannot be resolved, each Party shall use arbitration before requesting a
hearing before the IPUC. The arbitration shall be conducted pursuant to the Washington
Uniform Arbitration Act RCW Chapter 7.04A. . The Parties agree that the IPUC shall have
continuing jurisdiction over this Agreement.

18. RELEASE BY PROJECT DEVELOPER

Project Developer releases Avista from any and all claims, Losses, harm, liabilities,
damages, costs and expenses to the extent resulting from any:

18.1 Electric disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to the Facility;

18.2 Interruption, suspension or curtailment of electric service to the Facility or any
other premises owned, possessed, controlled or served by Project Developer, which interruption,
suspension or curtailment is caused or contributed to by the Facility or the interconnection of the
Facility with any electric system; or

18.3 Disconnection, interruption, suspension or curtailment by Avista pursuant to
terms of this Agreement or any applicable interconnection agreement.

18.4 Disconnection, interruption, suspension or curtailment of transmission service by
a transmitting entity or any unforeseen cost or increase in costs to Project Developer imposed by
a transmitting entity.

19. GOVERNMENTAL AUTHORITY

This Agreement is subject to the rules, regulations, orders and other requirements, now or
hereafter in effect, of all governmental authorities having jurisdiction over the Facility, this
Agreement, the Parties or either of them. All laws, ordinances, rules, regulations, orders and
other requirements, now or hereafter in effect, of governmental authorities that are required to be
incorporated in agreements of this character are by this reference incorporated in this Agreement.

Page - 19 - FORD HYDRO LIMITED PARTNERSHIP

20. EQUAL OPPORTUNITY

Project Developer shall comply with all applicable equal opportunity laws, ordinances,
orders, rules and regulations.

21. SEVERAL OBLIGATIONS

Except where specifically stated in this Agreement to be otherwise, the duties, obligations
and liabilities of the Parties are intended to be several not joint or collective. This Agreement
shall not be interpreted or construed to create an association, joint venture or partnership between
the Parties or to impose any partnership obligations or liability upon either Party. Each Party
shall be individually and severally liable for its own obligations under this Agreement. Further,
neither Party shall have any rights, power or authority to enter into any agreement or undertaking
for or on behalf of, to act as to be an agent or representative of, or to otherwise bind the other
Party.

22. IMPLEMENTATION

Each Party shall promptly take such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably requested by the other Party
for the implementation or continuing performance of this Agreement.

23. NON-WAIVER

The failure of either Party to insist upon or enforce strict performance by the other Party
of any provision of this Agreement or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon
any such provision or right in that or any other instance; rather, the same shall be and remain in
full force and effect.

24. AMENDMENT

No change, amendment or modification of any provision of this Agreement shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties.

25. CHOICE OF LAWS

This Agreement shall be construed and interpreted in accordance with the laws of the
State of Idaho.

26. COMPLIANCE WITH LAWS

Both Parties shall comply with all applicable laws and regulations of governmental
agencies having jurisdiction over the Project and the operations of the Parties.

Page - 20 - FORD HYDRO LIMITED PARTNERSHIP

27. VENUE

Any action at law or in equity to enforce the terms and conditions of this Agreement shall
be brought in Idaho.

28. HEADINGS

The section headings in this Agreement are for convenience only and shall not be
considered part of or used in the interpretation of this Agreement.

29. NOTICES

All written notices required by this Power Purchase Agreement shall be mailed or
delivered as follows:

to Avista: Director, Power Supply
Avista Corporation
P.O. Box 3727
Spokane, WA 99220

to Project Developer: Ford Hydro Limited Partnership
PO Box 1432
Lewiston, ID 83501

Either Party may change its address specified above by giving the other Party notice of
such change in accordance with this Section. All notices, requests, authorizations, directions or
other communications by a Party shall be deemed delivered when mailed as provided in this
Section or personally delivered to the other Party. Any verbal notice required hereby which
affects the payments to be made hereunder shall be confirmed in writing (certified mail) as
promptly as practicable after the verbal notice is given.

30. EXHIBITS

This Power Purchase Agreement includes the following exhibits which are attached and
incorporated by reference herein:

Exhibit A Communications and Reporting
Exhibit B Form of Engineer's Certification of Operations and Maintenance Policy
Exhibit C Reserved
Exhibit D Description of the Facility
Exhibit E Purchase Prices

Page - 21 - FORD HYDRO LIMITED PARTNERSHIP
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the first date herein above set forth.

FORD HYDRO LIMITED PARTNERSHIP

By: _________________________________
Printed Name: Brenda J. Ford
Title: President Ford Hydro, Inc.
Date: ________________________________
AVISTA CORPORATION

By: _________________________________
Printed Name: Christopher Drake_________
Title: Wholesale Marketing Manager______
Date: _______________________________

EXHIBIT A TO FORD HYDRO LIMITED PARTNERSHIP POWER PURCHASE
AGREEMENT
Page 1 of 1

Exhibit A
Communication and Reporting

(a) During normal business hours, all verbal communications relating to interruptions
and outages:

Avista System Operator [phone]
Alternate Phone Number: [phone]

Project Developer Russell Ford [phone]
Alternate Phone Number: [phone]

(b) Outside of normal business hours (nights, weekends, and holidays), all verbal
communications relating to interruptions and outages shall take place between the following
personnel:

Avista System Operator [phone]
Alternate Phone Number: [phone]

Project Developer Russell Ford [phone]
Alternate Phone Number: [phone]

EXHIBIT B TO FORD HYDRO LIMITED PARTNERSHIP POWER PURCHASE
AGREEMENT
Page 1 of 1

Exhibit B

Form of Engineer's Certification of Operations and Maintenance Policy

1. I, ______________________________________ am a Professional Engineer (Name of Engineer)
registered to practice in the State of Idaho. I have substantial experience in the design,
construction and operation of electric power plants of the same type as __________________
____________________________________________________________________ (plant), (Title of QF)
sited at ____________________________________________________________________ (Description of Project Site)
in _________________________ County, State of _________________________.
2. I have reviewed and/or supervised the review of the Policy for Operation and
Maintenance (O&M Policy) for the plant and it is my professional opinion that, provided said
plant has been designed and built to appropriate standards, adherence to said O&M Policy will
result in the plant's producing at or near the design electrical output, efficiency, and plant factor
for ____________ years (length of the proposed Power Sales Contract), barring unforeseeable
Force Majeure.
3. I have no economic relationship to the Designer of said plant and have made my
analysis of the Plans and Specifications independently.
4. I have supplied the owner of the plant with at least one copy of said O&M Policy
bearing my Stamp and the words "CERTIFIED FOR IDAHO P.U.C. SECURITY
ACCEPTANCE" on each sheet thereof.
5. I hereby CERTIFY that the above statements are complete, true, and accurate to
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE: ________________________________
SIGNATURE: __________________________

EXHIBIT C TO FORD HYDRO LIMITED PARTNERSHIP POWER PURCHASE
AGREEMENT

Exhibit C

Reserved

EXHIBIT D TO FORD HYDRO LIMITED PARTNERSHIP POWER PURCHASE
AGREEMENT
Page 1 of 1
Exhibit D

Description Of The Facility

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

EXHIBIT E TO FORD HYDRO LIMITED PARTNERSHIP POWER PURCHASE
AGREEMENT
Page 1 of 1

Exhibit E

Purchase Prices

Avoided Cost Rates for Non-Fueled Projects Smaller Than Ten Average Megawatts per
month – Non-Levelized

The pricing information provided herein is based on current avoided cost rates in Idaho and is
subject to change as provided in Section 11.1 of the Agreement.
Period Season 1 Season 2
Heavy
Load Hour
($/MWh)
Light Load
Hour
($/MWh)
Heavy
Load Hour
($/MWh)
Light Load
Hour
($/MWh)
2022 65.38 59.98 50.85 46.65
2023 64.75 59.35 50.36 46.16