20220623Amended Power Purchase Agreement.pdf

liqsra
Avista Corp.
141 I East Mission, P.O. Box 3727
Spokane, Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
Jlurlie23,2022
Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 W. ChindenBlvd
Building 8, Suite 201-A
Boise, ID 83714
RE: AVU-E-22-07 - Amended and Restated PPA between Ford Hydro and Avista
Dear Ms. Noriyuki:
Enclosed for filing with the Commission in Case No. AVU-E-22-07 is an electronic copy of the
Amended and Restated Power Purchase Agreerrent between Ford Hydro Limited Partnership and
Avista Corporation.
Please direct any questions regarding this report to Michael Andrea at [phone] or myself
at509-495-4584.
Sincerely,
/s/Paul Kimball
Paul Kimball
Manager of Compliance & Discovery
Avista Utilities
509-495-4584
paul.kimball@avistacom. com
Enclosure
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AMENDED ATID RESTATED POWER PURCHASE AGREEMENT
BETWEEN
r.ORD IIYDRO LITIITED PARTI\IERSIIIP
ANI)
AVISTA CORPORATION
INDEX
DEFIMTIONS................
NO RELIA}ICE ON AVISTA....
WARRANITIES ,.....,..
CONDITIONS TO ACCEPTA}{CE OF ENERGY ...............
TERM OF AGREEMENT
PURCHASE ANID SALE OF POWER
INSURA}.ICE
CURTAILMENT,INTERRUPTIONORREDUCTIONOFDELIVERY 1
13
PURCTIASE PRICES AI{D METHOD OF PAYMENT 14
FORCE MAJEURE 15
INDEMMTY 16
DEFAULT
ARBITRATION ............
RELEASE BY PROJECT DEVELOPER ................. I " " "'
GOVERNMEN'TAL AUTHORITY.............
EQUAL OPPORTLJNITY ............
SEVERAL OBLIGATIONS..........
IMPLEMENTATION
NON-WAMR..........
AT{ENDMENT
CHOICE OF LAWS
3
6
6
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7
8
0
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t9
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Page - I - FORD I{IIDRO LIMTED PARTNERSHIP
26.
27.
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31.
HEADINGS
NOTICES
E)C{IBITS
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20
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27
2l
22
Commuoication and Reporting
Form of Engineer's Certification of Operations and Maintenance Policy
Reserved
Desctiption of the Facility
Purchase Prices
E)&ibit A
ExhibitB
Exhibit C
ExhibirD
Exhibitg
Page - 2 - FORD HYDRO LIMITED PARTNERSHIP
This Amended and Restated Power Purchase Agreement ("Agreement") with an
Effective Date as provided in Section 5.1 below is made by and between Avista Corporation, a
Washington corpomtion (*Avista"), and Ford Hydro Limited Partrership ("Project Developet'').
Avista and Project Developer are sometimes refened to herein individually as a "Party" and
collectively as the "Parties."
WITNESSETII:
WIIEREA,S, Project Developer plans to continue to operate a 1.499 MW hydroelectric
generating uni($ near Weippe, Ida}rc, 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 produoe power, which Project Developer desires to sell to
Avista; and
WIIEREAS, Pmject Developer and Avista are parties to an agreement pursuant to which
Avista pruchases the capacity and energy of the Facility, which agreement expires by its own
terms on Jrme 30,2022 ('Prior Agreement"); and
WIIEREAS, Project Developer desires to sell and Avista desires to punchase oulput from
the Facility pursuant to this Agreement subject to approval of the Idatro Public Utilities
Commission; and
WIIEREAS, the Facility is or shall be a Qual$ing Facility within the meaning of the
Public Utility Regulatory Policies Act of 1978 and the rules and regulations theneunder; and
WHEREAS, on May 11,2022, the Parties executed a Power Purchase Agreement (*May
I I Agreement") where Avista was to purchase the output from the Facility for a one-year terur
coinme,ncing on July 1,2022;
WHEREAS, the Parties have agreed to revise the May I I Agreement to provide for a
two-year term commencing on July l, 2022 and to clarifr that the Legally Enforceable
Obligation rmder this Agreement shall be the date upon which the Parties execute this
Agreement.
NO% TffiREFORE, in consideration of the mutual covenants and agreements
hereinafter set forl5, the Parties agree as follows.
1. DEX'INITIONS
Whenever used in this Agreement and exhibits hereto, the following terms shall have the
following meanings:
Page - 3 - FORD HYDRO LIMTED PARTNERSHIP
"AgIg@t' meam this Power Purchase Agreemenf, inoluding all exhibits, and
any wriuen amendments.
taMW" means average MW
"3!gigle", "bjgg!!gyg!4gr', 's[," and "s!iq" shall have their
respective meanings set forth above.
"&&g$yg-p11]g" shall have the meaning provided in Section 5.1.
1.5 "@ 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 otlrer substance atfiibutable to the Facility or the generation of energy by the
Facility, and the delivery of zuch energy to the electricity grid, and include without limitation,
any of the same arising out of any curent or future legislation or regulation concerned with
oxides of ninogen, sulfrlr, or carbon, with particulate matter, soot, or mercury, or implementing
the Unite.dNations Framework Convention on Climate Change (*UNFCCC") orthe Kyoto
Protocol to the TJNFCCC or crediting "early action" with a viewto the UNFCCC, or laws or
regulations involving or administerpd by the Clean Air Markets Division ofthe Environmental
Protection Agency or successor administator (collectively with any state or federal entity given
jurisdiction over aprogram involving tansferability of Environmental Athibutes, the *CAMD"),
but specifically excluding investnent ta:r credits, production tax cedits, 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. Envirorunental Attributes also
include the reporting rights or Renewable Energy Certificates ("RECs") associated with these
Environmental Athibutes. 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 enerry, capacity, reliability or other power attributes from the Facility.
1.6 '&S!88" means the electric generating facilities, including all equipment and
stnrctures necessary to generate and supply power, more particularly described at Exhibit D
(Description of the Facility).
1.7 'X'acility Senice Power' means the electric power used by &e Facility dwing its
operation, including, but not necessarily limited to pumping, generator excitation, cooling or
otherwise related to the production of electicity by the Facility.
1.8 "X'ERC' means the Federal Energ;r Regulatory Commission.
1.9 "hdenendent Eneineerine C 'means certifications provided by a
professional engineer registered in Washington or ldaho, who has no direct or indirect legal or
equitable, ownership interest in the Facility.
1.1
1.2
1.3
1.4
Paee - 4 - FORD HYDRO LIMITED PARTNERSHIP
1.ll- "@ means all facilities required to interconnect the
Facility for delivery of Net Delivsred Output to the Avista transmission system including
connection, transformation, switching, relaying and safety equipment. Interconneotion Facilities
shall also include all telemetry, metering, cellular telephone, and/or cornmunication equipment
required under this Agreement regardless of location.
l.l2 "ElEg'means the Idaho Public Utilities Commission or its successor
1.13 *IISU" mezurs megawatt. One thousand kilowatts equals one megawatt.
l,l4 "@ means eighty-five percent (859/.) 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 (ll5%) of the Mid-C Index.
1.15 "@ means all electic energy generated by the Facility, net
of Facility Service Power.
1.16 "@t means the rate in dollars per megawaff-hour, to be
paid by Avista for all Net Delivered Ouput that is not Surplus Energy, subject to any limitations
under this Agreement. The Net Delivered Output Cost is specified in Section I l.l.
l.l7 "Q@r" means all hours other than On-Peak hours.
1.18 *@@!r'means ttre hours ending 0700 througb 2200Pacific Prevailing time,
Monday through Sunday, including NERC holidays.
1.19 "Q@gJ&gt''means each l2-month period from July I through June 30.
1.20 "p!4!$Dg!EgIf," means the location where the Facility is electrically
interconnected with Avista's tansmission system.
l.2l '@ means the practices, methods, and acts, including
but not limited to practioes, methods, and acts engaged in or approved by a significant portion of
the electric power generation and tansmission industy, 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.
L.22 "Sg!g!g!g[!s1!3gg,'means any outage which is scheduled by the Project
Developer to remove electrical or mechanical equipment from service for repau, replacement,
maintenance, safety or any other reason, and which thereby limits the generating capability 6f tlre
Facility to less than its full tested capability.
Page - 5 - FORD HYDRO LIMTED PARTNERSHIP
1,23 "Sg5p@pggIf" means: (1) Net Delivered Output produced by the Facility
and delivered to the Avistaelectical system during the month which exceeds ll0% of the
monthly Net Delivered Ouput 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 electical
system drning the month is less than 90% of the monthly Net Delivered Output estimate forthe
corresponding month specified in Section 6.3, then all Net Delivered Output delivered by the
Facility to the Avista electical 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.
1.24 "@'means therate in dollars permegawatt-hour, to be paid
by Avisra for all Surplus Energy, zubject to any limitations under this Agreement. The Surplus
Energy Cost is specified in Section 11.2 of this Agreernent.
1,25 '@' shall have the meaning provided in Section 5.5 of this Agreement.
2. NO RELIANCE ON AVTSTA
2.1 Proiect 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 tansactions contemplated by this Agreement.
2,2 Proiect Developer E:rperts. 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 Warrantv by Avista Any review, acceptanoe or failure to review Project
Developer's design, specifications, equipment or facilities shall not be an endorsement or a
confirrration by Avista and Avista makes no warranties, expressed or implied regarding any
aspect of Project Developer's design, qpecifications, equipment or facilities, including, but not
limited to, safety, durability, reliability, stength, capacity, adequacy or economic feasibility.
3.2 Oualifuing Facility Status. Project Developer warrants that the Facility is a
"Qudfiing 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 Quali$ing Facility status during the tenn of this Agreement andProject
Developer's failure to adequately maintain Qualiffing Facility status will be a material breach of
this Agreement. Avista reservcs the right to review the Facility's Qualiffing Facility stnhrs and
associated support and compliance documents at any time during the term of this Agreement.
4. COITDITIONS PRIOR TO ET'T'ECTIVE DATE
Page - 6 - FORD HYDRO LIMTED PARTNERSHIP
Prior to the Effective Date, the following actions must have occurred:
4.1 Licpnses. Permits and Approvals. Pursuant to applicable federal, state, tibal or
local regulations, Project Developer shall mainain in good standing and effect all licenses, permits
or approvals necessary for Project Developer's operation ofthe Facility including, but not limited
to, compliance with subpart B, 18 C.F.R g 292.207. Licenses, pemrits 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.
4.3 Insurance. Project Developer shall have complied with Section 7, Insurance.
4.5 Initial Year Monthly Net Delivered Outout Amounts. koject Developer shall
have provided to Avista the Initial Year Monthly Net Delivered Ouput Estimates in accordance
with Section 6.3.1.
5. TERM OT'AGREEMENT
5.1 Subject to the provisions of this Section 5, this Agreeme,nt shall be effective at
0000 hours on July 1,2022, or such other date as ordered by the IPUC, (o'Effective Date').
Power purehases pursuant to this Agreement shall commence upon the Effective Darc. This
Agreement terminates, supersedes and replaces the May l l Power Purchase Agreement in its
entirety.
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 electic power are just and reasonable, in the public
interest and that the costs incurred by Avista for purchases of electic power from Seller are
legitimate expenses.
5.3 In the event that the IPUC fails to issue a final order 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 refirnd amormts to Avista. The refimd
amount for each month shall be equal to the amount previously paid by Avista for electric power
received by Avista from the Facility duing such monttl 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 forttt in Section t l.l for such montho
or (ii) the Market Energy Cost for such month. In the event that Avista has not paid for electic
power delivered by Project Developer before this Agreement is terminated prusuant 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 I l.l for such mont[ or (ii) the Market Energy Cost for such month.
Page - 7 - FORD HTaDRO LIMITED PARTNERSHIP
5.5 The Term ofthe Agreement shell be fortno CI) years following th Effestive
Date, unless terminsted earlier by terms and conditions contained herein
Page - 8 - FORD IIY-DRO LIMTED PARTNERSIilP
6. PI]RCIIASE AND SALE OF POWER
6.1 Project Developer shall sell and deliver to the Point of Delivery and Avista shall
p-urchase all Net Delivered Output.
6.2 The Facility is desigued and the Project Developer shall operate the Facility in a
rmnner such that the hourly scheduled amount of Net Delivered Output does not exceed 1.499
MW in any hor.u. 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 elecfiic 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-horns io any
Operating Year which is a Leap Year.
6.3 Net Delivered Output Amorurts.
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 uritten notice in acoordance 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 ofthe Effective Date.
632 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, hoject Developer may provide to Avista updated monthly Net Delivered
Output estimates for the month following the next month. For example, assuming that
ttre Effective Date is July l, 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 tban 5:00 p.m. of the last business
day of the month during whichthey are required to be provided.
6.3.3 Content ofNet 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 deterrrine 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 thoughthey were prepared by Project
Developer and provided to Avista as required by the Agreement.
Page - 9 - FORD HYDRO LIMTED PARTNERSHIP
6.3.5 Project Developer's Revisions of Net Delivered Output Estimates. At the
end of month tbree 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 reyise Net Delivered Output estimates previously provided to Avista,
then Project Developer must provide to Avista the revisedNet 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.
63.6 Avista Adiustnent of Net Delivered Output Estimate. If Avista is excused
from accepting the Project Developer's Net Delivered Output as specified in Seotion 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 Avist4 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:
SGU : (a)
o)
Resultins formula herns:
NDO = Current Month' s Net Delivered Output estimate
If Avisa 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 curtaitnent as specified by Avista
multiplied by the TGU as defined below.
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 suslrnded under Sections 9.2 or 9.3.
TTI:Actual total hours in the current month
Adjusted
Net Delivered
Output
=NDo ( ( scu x NDo ) x( RsH ) )
TGU
Page - 10 - FORD IIYDRO LIMITED PARTNERSHIP
TH
This Adjusted Net Delivered Output estimate witl be tued in applicable Surplus Energy
calculations for only the specific month in which Avista was excused from accepting the Net
Delivered Ouput or the Project Developer declared a Stspension of Energy.
6.4 Environmental Attibutes. Ownership of Environmental Attributes shall be determined
consistent with applicable State and Federal law.
7. INSTIRANCE
7.1 Business Insurance. PT ior to operating the Facility, hoject Developer, at its own
cos! shall obtain and maintain the following insmance 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 modifi the primary obligations
and liabilities of Project Developer tmder the provisions of this Agreement. Project Developer
must provide notice of cancellation or notice of change in poliry terms at least sixty (60) days prior
to any change or termination of the policies.
7,1.1 General Liabilitv. Projeot Developer shall carry and maintain
comprehensive general liability insurance in a forrr acceptable to Avista with coverage of
not less than $2,000,000 per oocurrence, including coverage of bodily udury, property
damage liability, and contactual liability specifically related to the indemnity provisions
of this Agreement. The deductible will not exceed the Project Developer's furancial ability
to cover claims and will not be greater than prevailing practices for similar operations in
the State of Idaho.
7,1,2 Oualifvine Insurance. The insurance coverage required by this Sectiou
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 nnming 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 (w) 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 Engiueerins Certifieations. At Avista's reasonable written reques! it uray require
the Project Developer to provide to Avisla an lndependent Engineering Certification,
substantially in the fonn 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 d€fault under Section 16.1.
Page - 11 - FORD FIY-DRO LIMITED PARTIIERSHIP
8. CURTAILMENT.INTERRIiPTION OR REDUCTION OF DELI\{ERY
Avista may require Project Developer to curtail, intemrpt or reduoe delivery of Net
Delivered Output ifl in accordance with Section 9.2, Avista determines that curtailment,
intemrption 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
modiEcation or special operating circumstances. Avista shall use its reasonable efforts to keep
any period of curtailment, intemrption" or reduction to a minimr:m. In order not to interfere
unreasonably with Project Developer operations, Avista shall give Project Developer reasonable
prior notice of any curtaihnent, intemrption, or reductio& the reason for its occturence and its
probable duration.
9. OPERATION
9.1 Communioations and Reporting. Avista and the Project Developer shall maintain
appropriate operating commrmications through Avista's Designated Dispatch Facility in
accordance with Exhibit A of this Agreement.
9.2 Excuse From Acceptance of Deliverv of Power.
9.2.1 Avista may inlemrpt, suspend or curtail delivery, receipt or accqrtance of
delivery of power if Avista reasonably determines consistent with Prudent Utility
Practice ttrat 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, &D imminent significant disruption
of electic 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 properly of
Avista.
9.2.2 Avista shall prompfly notiS hoject Developer of the reasons for any suoh
intemrption, srspension or curtaitnent provided for in Section 9.2.1, above. Avista shall
use reasonable efforts to limit the duration of any such disconnection, intemrption,
suspension or curtailment.
93 Proiect 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, hoject Developer may, after giving notice as
provided in Section 9.3.2 below, temporarily suspend all deliveries ofNet Delivered
Page - 12 - FORD HYDRO LIMITED PARTNERSHIP
Energy to Avista from the Facilrty for from individual generation uni(s) within the
Facility impacted by the forced outage for a period of not less than 48 hours to conect the
forced outage condition ('Declared Suspension of Enerry Deliveries"). The Declared
Suspension of Energy Deliveries will besn at the start of the next fulIhour following the
Project Develo,peds telephone notffication 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 wifl be adjusted as specified in
Section 6.3.5.
9.32 If the Project Developer desires to initiate a Declared Suspension of
Energy Deliveries as provided in Section 9.3.1, the Project Developer shall notifr 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, within24 horus
after the telephone contact, provide Avista a written notice in accordance with Section 29
that will contain the beginning hour and dwation 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 qualifring 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 acceplable forced outage will be based upon the clear
documentationprovided by the Project Developer that the forced outage is not due to an
event of Force lvlajeure 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 zubmit a written proposed mainte,nance schedule of significant Facility
rnaintenance 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 soheduled maintenance shall take into consideration
Prudent Utility Practices, Avista system requirements and the Project Developer's preferred
schedule. Neither Party shall unreasonably wittrhold acceptance of the proposed maintenance
schedule. The Parties shall cooperate in determining muhrally acceptable Facility down times or
maintenanoe shutdowns.
9.5 Compliance with Permits. Licenses. Authorizations and Other Riehts. Project
Developer shall obtain and comply with all perrrits, 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 Developet's Risk. Project Developer shall own, operate, use and maintain
the Facility at its own risk and expeme 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 Risht 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 Oblisations 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 enerryto
Avista for the full term of the Agree,men! in accordance with hudent 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 Thepower 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 arnount ofNet
Delivered Output in each calendar month. Power deliveries in any month shall be calculated
based on inforrration from meter readings with the date adjustnent 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
deterrrine 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 Adjustnents 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 noti& 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 ttre delivery of
electrical energy to and ptrchase of electrical energy by Avista herermder.
11. PT]RCIIA.SE PRICES AI\D METIIOD 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
Pase - 14 - FORD HYDRO LIMTED 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 Enerry shall be the Avoided Cost Rates forNon-Fueled
Projects Smaller Than Ten Average Megawatts per month-Non-Levelized that are approved by
the Commission and in effect on the Effective Date.
ll.2 Sumlus Energy Cost. For all Surplus Energy, Avista shall pay to the Project
Developer the Surplus Energy Cost wru*ch shall be the lessor of (i) cunent month's Market
Energy Cost per megawatt-hour, or (ii) the Net Delivered Output Cost specified in Section 1 I .l .
113 Payments to Project Developer. For each month during the term of this
Agreement, so long as there are enef,gy 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 amorrnts billed shall be paid no later than thel5m day of the
month following the prior calendar month biling period. If the due date falls on a non-business
day of either Party, then the pqanent shall be due on the next following business day.
ll.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 I 1.3 and I 1.4 above, shall
be late. In addition to the remedies for such an event of default pursuant to Section 16, the late-
payrng Party shall be assessed a charge for late payment equal to the lesser of one and one half
percent (1.5olo) per month, or the maximum rate allowed by the laws of the State of Idalp,
multiplied by the overdue amount.
11.6 Set-Off. Project Developer agrces that Avista may set offany and all amounts
owed by Project Developer to Avista against any current or future payments due Project
Developer under this Agreement.
ll,7 Wire Transfer. All payments shall be made by ACH or wire tansfer in
accordance with firther agreement of the Parties.
12. FORCE MA.IET'RE
12.1 Neither Parly 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 zuch Party's reasonable contol which such
Party is unable to overcome by the exercise of reasonable diligence (including but not
limited to: firen flood, earthquake, volcanic activity, wind, drought, pandemic or epidemic
Page - 15 - FORD HYDRO LIMTED PARTNERSHIP
and other acts of the elements; court order and aot of civil, military or govemmental
authority; strike lockout and other labor dispute; riol 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 contactors 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 judgmant of such
Party, necessary or prudent to protect the operation, perfonmance, integrity, reliability or
stability of such Party's electric system or any elecnic system with which zuch Party's
electric system is interconnected, whether such astions occur automatically or manually.
12.2 In the event of any Force Majetre ocolurence, 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 whiclu as a result of any force
majeure event is not delivered. Nothing contained inthis 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 perfonnance under this Agreement, the nonperforming Party shall provide the other
Party written notice within fourteen (14) days after the occurence of the force majeure event.
Such notice shall include the particulars ofthe occurrence, assurances that suspension of
performance is of no greater scope and of no longer duration than is required by the force
majewe, and that best efforts are being used to remedy its inability to perform.
12.3 Force Majeure shall include an electical disturbance that prevents any electric
deliveries from occurring at the Point of De1ivery.
13. INDEMI\ITY
13.1 Project Developer shall indemni$, defend and hold harmless Avista, its directors,
officetrs, employees, agents, and representatives, against andfrom any and all losses, extr enses,
liabilities, claims or actions (hereafter "Loss'), based upon or arising out of bodily infuries or
damages to persons, including without limitation death resulting tlrerefrom, 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
indemniff, defend and hold hannless Project Developer, its directors, ofiicers, employees,
agents, and representatives, against and from any Loss, caused by, arising out of or sustained in
connection with the constnrction, operation or maintenance of its electical 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 bome by koject
Developer and Avista in the proportion that their respective negligence bears to the total
negligence causing the Loss.
I32 TO THE EXTENT PERMITTED BY APPLICABLE LAw' PROJECT
DEVELOPER A}ID AVISTA EACH V/AIVE ANY IMMUMTY UNDER EXISTING
WORKER'S COMPENSATION LAW APPLICABLE TO THE JURISDICTION WHERE THE
Page - 16 - FORD HYDRO LIMITED PARTNERSHIP
FACILITY IS TO BE LOCATED AS MCESSARY TO INDEMNIFY ANID HOLD
HARMLESS THE OTHER FROM SUCH LOSS, TO THE EXTENT SET FORTI{ IN
SECTION I3.1, ABOVE.
133 PROJECT DEVELOPER AND AVISTA SPECIFICALLY WARRAI{T THAT
THE TERMS A}{D CONDITIONS OF THE FOREGOING INDEMMTY PROVISIONS ARE
THE SI,JBJECT OF MUTUAL NEGOTIATION BY T}IE PARTIES, ANID ARE
SPECIFICALLY AI{D EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFTTS DERIVED I'NDER TTIE TERMS OF TIIE AGREEMENT.
13.4 Other than as expressly provided for in this Agreemenf, neither Paty shall be
liable under any provision of this Ageement for any losses, dcmages, costs or expenses for any
special, indirect, incidental, consequential, or punitive damages, including but not limited to loss
of profit or reverue, loss of the use of equipment cost of capital, cost of temporary equipment or
se,nrices, whether based in whole or in part in contract, in tort, including negligence, strict
liability, or any othertheory of liability; providd however, that damages for which a Parly may
be liable to the other Party rmder another agrcement will not be considered to be special, indirect,
incidental, or consequential damages hereunder.
14. ASSIGNMENT
14.1 Project Developer shall not vohmtarily assign its rights or delegate its duties
under this Agreement, or aoy part of such rights or duties without the written consent of Avista.
Such consent shall not rmreasonably 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 ofand be enforceable by the Parties and their respective successors, heirs and assigns.
14.2 Project Developer shall have the righL 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 rurder this Agreement to
satisry the requirements of any development, conskuction" or other long tenn financing. A
collateral assignment shall not constinrte 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 I]NSPECIFIED TIIIRD PARTY BENEFICIARIES
Except as specifically provided in this Agreemenl there are no third party beneficiaries
of this Agreement. Nothing contained in this Agreemeut 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. DEX'ATJLT
Page - 17 - FORD HYDRO LIMI'IED PARTNERSHIP
16.1 In the event that either Party fails to perfom the terrrs 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 Avistq 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 Parly
of the breach of or default rmderthis Agreement.
16,12 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 receip of
written notice to cure the default, after whichperiod the non-defaulting Party may
unilaterally terminate this Agreement.
16.13 Except as provided in Sections 16.1,2 and 16.1.4, in all other cases of
breach or defaulg then the defaulting Party must begin to cure the breach or default
witldn 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 IfabreachordefaultoccursunderSections 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 Notnithsundlng 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 oftwelve (12) consecutive months; or
16.23 Facility ceases to be a Quali&ing Facility
15.3 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
16.32 Makes a general assignment of substantially all of its assets for the benefit
of its creditors, files a petition for bankrupky or reorganization or seels other relidunder
any applicable insolvency laws; or
Page - 18 - FORD HYDRO LIMITED PARTNERSHIP
1633 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 accormt 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 othenvise on account of the breach or default.
17. ARBITRATION
Each Party shall strive to resolve any and all differences during the tenn of the
Agreement If adispute 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 Arbitation Act RCW Chapter 7.04A.. The Parties agree that the IPUC shall have
continuing jurisdiction over this Agreement.
18. RELEASEBYPROJECTDEVELOPER
Project Developerreleases Avista from any and all sleims, Losses, tuiln, liabilities,
damages, costs and expenses to the extent resulting from any:
lE.l Electric disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to the Facility;
18.2 Intemrption, suspension or curtailment of elecnic service to the Facility or any
other premises owned, possessed, controlled or senred by Project Developer, which intemrptiorl
suspension or curtailment is caused or contributed to by the Facility or the interconnection of the
Facility with any electric system; or
183 Disconnection, intemrption, suspension or curtaitnent by Avista pursuant to
terms of this Agreement or any applicable interconnection agreement
18.4 Disconnection, intemrptio& slrspension or curtai}nent oftansmission service by
atransrnitting entity or any unforeseen cost or increase in costs to Project Developer imposed by
atansmitting entity.
T9. GOVER}IMENTALATJIIIORITY
This Agreement is subject to the rules, regulations, orders and other require,rnen8, now or
hereafter in effect, of all governmental authorities having jurisdiotion over the Facility, this
Agreement the Parties or either of them. All laws, ordinances, nrles, regulations, orders and
other requirements, now or hereafter in effect, of governnrental authorities that are required to be
d in agreements of this character are by this reference incorporated in this Agrcement.
Page - 19 - FORD HYDRO LIMITED PARTNERSHIP
20. EOUAL OPPORTTJMTY
Project Developer shall comply with all applicable equal opportmity laws, ordinances,
orders, rules and regulations.
21. SE\IERAL OBLTGATTONS
Except where specifically stated in this Agreement to be othennrise, 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 partrership between
the Parties or to impose any partnership obligations or liability upon either Party. Each Party
shall be indivifually and severally liable for its own obligations under this Agreement. Further,
neither Party shall have any dghts, power or authority to enter into any agreement or undertaking
for or on behalf o4 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 docur-rents) 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 Pafiy to insist upon or enforce stict 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. AIVIEIITDMENT
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 OT LAWS
This Agreement shall be construed and interpreted in accordance with the laws of the
State of Idaho.
26, COMPLIANCEWTflII,AWS
Both Parties shall comply with all applicable laws and regulations of governmental
agencies having jurisdiction over the Froject and the operations of the Parties.
Page - 20 - FORD FryDRO LIMTED PARTNERSHIP
27. VENTIE
Any action at law or in equity to enforce the terms and conditions of this Agreement shall
be brought in Idaho.
2E. MADINGS
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. NOJICES
All written notices required by this Power Purchase Agreement shsll be mailed or
delivered as follows:
to Avista:Director, Power Supply
Avista Corporation
P.O.Box3727
Spokane, WA 99220
to Project Developer:Ford Hydro Limited Partnership
PO Box 1432
Lewiston,ID 83501
Either Parly 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 aParty shallbe deemed delivered when mailed as provided inthis
Section orpersonally delivered to the other Party. Any verbal notice required hereby whioh
affects the pa;ments to be made hereunder shall be confirrred in uniting (certified mail) as
promptly as practicable after the verbal notice is given.
30. E)ilIIBITS
This Power Ptuchase Agreement includes the following orhibits which are attached and
incorporated by reference herein:
ExhibitA
Exhibit B
Exhibit C
Exhibit D
Extribit E
Communications and Reporting
Form of Engineer's Certificationof Operations and Maintenance Policy
Reserved
Description of the Facility
Puchase Prices
Page - 2l - FORD HY-DRO LIMTED PARTNERSHIP
By
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their duly authorized representatives as ofthe first date herein above set forth.
FORD HYDRO LIMITED PARTNERSHIP AVISTA CORPORATION
By:
Printed Name: Christonher Dake
Title:
Date:
Wholesale Marketino Manaqer
Date:
Page - 22 - FORD HYDRO LIMITED PARTNERSHIP
Exhibit A
Communication and Reoortins
(a) During normal business hours, all verbal communications relating to intemrptions
and outages:
Avista System Operator [phone]
Altemate Phone Number: (509) 4954934
P-roject Developer Russell Ford [phone]
Alternate Phone Number: (360) 202-63 63
(b) Outside of norrral business hotrs (nights, weekendsn andholidays), all verbal
commrmications relating to intemrptions and otrtages shall take place between the following
personne[:
Avista System Operator [phone]
Alternate Phoue Nuurber: (509) 4954934
ProjectDeveloper RussellFord Q08)827-1041
Altemate Phone Nr.unber: [phone]
HGIIBIT A TO FORD I{YDRO LIMITED PARTNERSHIP POWER PI.JRCHASE
AGREEMENT
Page 1 of I
Exhibit B
Form of Ensineer's Certification of Onerations and Maintenance.Policv
l. I, amaProfessionalEngineer
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),
(Titlc of QF)
sited at
@esoription of hoj ect Sito)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 planfs producing at or nearthe desrgn electical output, efficiency, and plant factor
for years (length ofthe proposed Power Sales Contract), barring unforeseeable
Force Majeue.
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 ofthe plant with at least one copy of said O&M Policy
bearing my Stamp andthe words'CERTIFIED FOR IDAHO P.U.C. SECURITY
ACCEPTAIICE" on each sheet thereof.
5. I hereby CERTIFY ttrat the above statements are complete, hue, and accurate to
the best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATURE:
HG{IBIT B TO FORD HYDRO LIMITED PARTNERSHIP POWER PT]RCI{ASE
AGREEMENT
Page I of I
Exhibit C
Regelved
E)CIIBIT C TO FORD TTYDRO LIMTED PARTNERSHIP POWER PURCHASE
AGREEMENT
Exhibit I)
Description Of The X'acilitv
ErcIIBIT D TO FORD HYDRO LIMITED PARTNERSHIP POWER PURCHASE
AGREEMENT
Page I ofl
;ciffffi;tffiEr+frffi';Ae,i{rhlffsP{i'{it&:l\ti."r'wlfi id'+4ifrxl?r5..#f; ,,
Divension Structuro
il ;riiti$l:, tii;iil+fi
52 ft.long 5 ft. high concrete structurewith automated
rack rake, two 30' intakes and conduits leading to valve
house
Velve llouse
Adiacent to the diversion and containing two 30'
motorized valvos and a bifrrrcation leading inJo the low
nressure conduit
Low Pressure
Conduit
7rt26 feet of low pressurc steel conduit buried in the
Project accoss road
Penstock 9l4feet of high pressure steel penstock
Porverhouse A concrete substrusturewith three furbine bays and etcel
building measuring approximately 24feet, by,60 feet.
Turbines
(3) 500 rpm two-jet horizontal Pelton turbines
manufeotured by Canyon Industries ratedat 600 kW
under 4E0 ft ofhead
Generators (3) 600 r1m, three-phase horizontal induction goneraton
manufactured by Toshiba rated at752 emps at 480 V
Srritchgear A fully automated switchgear and controls package
manufrctured by Sierre Electro l)evelopmonf (SEDCO)
,Substation A single 3 phase 480/13,800V pad mounled transforuer
mtedat20fi) I(VA
Transmission
8,000 ft of buried 13.8 kV transmission line following the
conduit route, then overhead for a short distanceto the
utilitv interconnect
Access Road 91000 of gravel accers road, the majority of which shares
the conduit glignimsnf
Exhibit E
Purchase Prices
Avoided Cost Rates for Non-JueledProjects Smaller Than Ten Average Megawatts per
month - Non-Levelized
The pricing information provided herein is based on cunent avoided cost rates in Idatro and is
subject to change as provided in Section 11.1 of the Agreement.
Period Season I Season 2
Heavy
Load Hor.u
($A,IWh)
LightLoad
Hotr
($Adwh)
Heary
LoadHoru
($adwh)
LightLoad
Hour
($a{wh)
2022 65.38 59.98 50.85 46.65
2023 u.v5 59.35 50.36 8,16
2024 63.'.|2 57.72 49.09 4.89
D(HIBIT E TO FORD I{YDRO LIMITED PARTNERSHIP POWER PURCHASE
AGREEMENT
Page 1 of I