20060127Joint motion, amended agreement.pdf

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Lisa Nordstrom (ISB #5733)
Dean Brockbank
P ACIFICORP
825 N.E. Multnomah, Suite 1800
Portland, OR 97232
Tel: [phone]
Fax: [phone]
Ii sa.nordstrom(fYpacifi corp. com
dean. brockbank(f!)pacificorp .com
Attorneys for PacifiCorp
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Dean J. Miller (ISB # 1968)
McDEVITT & MILLER LLP
420 West Bannock Street
O. Box 2564-83701
Boise, ID 83702
Tel: [phone]
Fax: [phone]
j oe(f!)mcdevitt -miller, com
Attorneys for Schwendiman Wind LLC ORIGINAL
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF )
P ACIFICORP FOR APPROVAL OF A POWER) CASE NO. P AC-O5-
PURCHASE AGREEMENT FOR THE SALE
AND PURCHASE OF ELECTRIC ENERGY ) JOINT MOTION FOR APPRO V AL OFBETWEEN P ACIFICORP AND ) AMENDED AGREEMENT
SCHWENDIMAN WIND LLC
COMES NOW, PacifiCorp, d/b/a Utah Power & Light Company ("PacifiCorp" or the
Company ) and Schwendiman Wind LLC ("Schwendiman Wind" or the "Seller ), hereinafter
referred to as the "Parties " and in accordance with RP 56 and Order Nos. 29880 and 29921
hereby move the Idaho Public Utilities Commission (the "Commission ) for an Order approving
an amended Power Purchase Agreement ("amended Agreement") as embodied in Attachment 1.
As set forth in the amended Agreement, Schwendiman Wind would sell and PacifiCorp would
purchase approximately 7.15 average MW ("aMW") of electric energy generated by the
Schwendiman Wind Facility ("Facility ), a qualified small power production facility under the
Public Utility Regulatory Policies Act of 1978 ("PURP A"
This Joint Motion is based on the following:
JOINT MOTION FOR APPROVAL OF AMENDED AGREEMENT
Procedural History
PacifiCorp and Schwendiman Wind entered into a 20-year Power Purchase Agreement
on July 19, 2005 (the "Original Agreement") and submitted it to the Commission for approval in
this docket on August 15 2005. On October 2, 2005, the Commission issued Order No. 29880
rejecting the Original Agreement on the basis that it did not include a "90/110 performance
band " a provision that defines a minimum degree of predictability required for published rate
eligibility. The Commission held that the 90/110 performance band as established in Order No.
29632 or a similarly rigorous requirement was necessary for approval and allowed the Parties
fourteen (14) days to submit an amended Agreement containing a 90/110 performance band.
an amended Agreement was not submitted, the Commission would consider the Application to
be dismissed without prejudice.
On October 25, 2005, Schwendiman Wind filed a Petition for Reconsideration, asking the
Commission to reconsider its decision to approve the Original Agreement. Alternatively,
Schwendiman Wind petitioned the Commission to remove the final Order paragraph, thereby
allowing the Order to remain interlocutory for a period of time. On November 22 2005
Schwendiman Wind filed a Notice of Withdrawal of Pleading, withdrawing its Petition for
Reconsideration. In Order No. 29921 , the Commission granted the alternative relief requested
by Schwendiman Wind in so far as the docket would remain open for further filings and case
development until January 16,2006, at which time the PAC-05-9 case docket would be
considered closed unless the Parties submitted an additional filing.
Since that Order was issued, the Parties have negotiated in good faith to agree upon an
amended Power Purchase Agreement that would satisfy the Commission objections to the
Original Agreement. On January 13 2006, the Parties filed a Joint Motion to Hold Open the
docket, stating that the Parties had reached an oral agreement and were preparing a written
amended Power Purchase Agreement that would require a short, additional period of time
beyond January 16, 2006 to finalize. The Parties therefore jointly requested that this docket be
kept open for an additional fourteen (14) days to permit the filing ofthe amended Agreement
embodied in Attachment 1 to this Motion.
JOINT MOTION FOR APPROV AL OF AMENDED AGREEMENT
II.
The amended Agreement
In light of the foregoing, on January 27 2006, PacifiCorp and Schwendiman Wind signed
the amended Agreement. Schwendiman Wind proposes to design, construct, install, own
operate and maintain a wind generating facility with a nameplate capacity of twenty (20) MW to
be located in Bonneville County, Idaho. As previously described in the Application and Exhibits
filed August 15, 2005, the Facility has been self-certified with FERC as a Qualified Facility
QF") and is to be interconnected with PacifiCorp on the Sugar Mill/Goshen-Rigby 69 kV line
11 miles northeast ofIdaho Falls, Idaho.A. Term, Commercial Operation Date
The amended Agreement would become effective on the date of the Commission
approval and terminate twenty (20) years from the commercial operation date. Paragraph 2.
also conditions the amended Agreement's effectiveness upon a Commission determination that
the prices to be paid for energy and capacity are just and reasonable, in the public interest, and
that the cost incurred by PacifiCorp for purchasing capacity and energy from Schwendiman
Wind are legitimate expenses, all of which the Commission will allow PacifiCorp to recover in
rates in Idaho in the event other jurisdictions deny recovery of their proportionate share of said
expenses. Schwendiman Wind's commercial operation date is scheduled to occur by July 31
2007 (paragraph 2.6).B. Delivery of Energy and Capacity
PacifiCorp will purchase the net output of 7.15 aMW from the facility's eight (8) 2.
MW Clipper wind generators comprising the QF. In accordance with Section 4 of the amended
Agreement, Schwendiman Wind will be required to achieve an actual monthly capacity factor
within 10 percent of its forecasted monthly capacity factor ("bandwidth"
).
In the event
Schwendiman Wind is outside the bandwidth, then it will receive the energy-only price (capacity
component removed) for all non-conforming energy delivered during that month, as explained in
greater detail below.
Under Paragraphs 2.3 and 10.4 of the amended Agreement, Schwendiman Wind would
reimburse PacifiCorp s cost for obtaining replacement power if Schwendiman Wind misses the
scheduled commercial operation date of the plant (up to 120 days), or if PacifiCorp terminates
JOINT MOTION FOR APPROVAL OF AMENDED AGREEMENT
the Agreement in the event of a Seller default (up to 12 months). The replacement power price is
the average of the Mid-C and Palo Verde firm market price over the defined period of
reimbursement. Schwendiman Wind would be responsible for the positive difference, if any,
between the contract price and the replacement power price for the volume of replacement
energy.
Schwendiman Wind will not be compensated for delivering more than 10 aMW in any
given month. As described in Paragraph 5.4 of the amended Agreement, ifthe Facility delivers
more than 10 aMW on a monthly basis, PacifiCorp will accept the energy but will not purchase
or pay for the portion delivered in excess of 10 aMW.
Purchase Prices
Schwendiman Wind will be paid using Idaho s published non-Ievelized avoided cost
rates as currently established by the Commission for QFs that deliver less than 10 aMW. The
Schwendiman Wind Facility is expected to have net generation of approximately 62 700 MWh
annually. Thus, PacifiCorp s average annual energy purchase obligation over the term of the
amended Agreement will be approximately $4 million, with a total nominal cost of $72.7 million
under the amended Agreement. All applicable interconnection charges and monthly operation
and maintenance charges under the Generation Interconnection Agreement with PacifiCorp
transmission will be assessed to Schwendiman Wind.D. Changes to the Original Agreement
The amended Agreement contemplates an estimated annual sale and purchase of
62,723,088 kWh, compared to the 54 882 702 kWh contemplated in the Original Agreement.
The difference arises because Schwendiman Wind LLC proposes to add an additional turbine to
the Facility, thereby increasing its nameplate capacity from 17.5 MW to 20.0 MW.
The amended Agreement omits provisions related to guaranteed mechanical availability,
which the Commission disapproved in Order 29880. Consequently, provisions related to Seller
minimum availability obligations in Sections 4 and 5 of the Original Agreement have been
deleted, as have the defined terms "Availability,
" "
Cut-in Speed
" "
Minimum Availability
Obligation
" "
Output Shortfall " and "Sufficient Wind.
The amended Agreement adds the term "Non-Conforming Energy" to describe energy
delivered in excess or deficit of the Seller s monthly delivery obligation. As required by Order
No. 29880, the amended Agreement requires Seller to deliver between 90% and 110% of its
JOINT MOTION FOR APPROV AL OF AMENDED AGREEMENT
scheduled delivery on a monthly basis and provides that Seller receive the energy-only price for
all Non-Conforming Energy. These provisions are added to Sections 4 and 5 of the amended
Agreement.
The amended Agreement measures monthly performance using a Monthly Capacity
Factor. The Monthly Capacity Factor is subject to adjustment for periods of excusable non-
delivery, using a process analogous to the adjustment process contained in Commission-
approved Power Purchase Agreements filed by Idaho Power Company.
In Section 6.4, the amended Agreement clarifies the formula for calculating PacifiCorp
liquidated damages in the event of termination due to Seller s default.
The amended Agreement revises the construction milestones in Section 2., postponing
the Scheduled Commercial Operation Date from July 15, 2006 in the Original Agreement to July
2007 in the new Agreement. The cap on Seller s potential liability for daily delay damages
to be assessed in the event of unexcused delay in Commercial Operation, has been extended from
90 days to 120 days.
In Order No. 29880 (p. 11), the Commission stated that an acceptable published avoided
cost Power Purchase Contract should: (1) measure QF production on a monthly basis; (2)
differentiate the price paid for energy based on its reliability and predictability; and (3) be as
rigorous" as Idaho Power Company s Power Purchase Contracts containing its version of the
90/110 performance band. The amended Agreement between PacifiCorp and Schwendiman
Wind LLC addresses all three of these concerns.E. Grandfathering Treatment
In Order No. 29880, the Commission found that the "grandfathering" provisions set forth
in Order No. 29839 did not apply to this Application because the original Agreement was signed
and dated July 19, 2005 - well before the August 4, 2005 effective date that reduced eligibility
for PURPA contract rates from 10 aMW to 100 kW. The Parties assert that the amended
Agreement should be accorded similar grandfathering treatment because the Schwendiman Wind
proj ect was sufficiently mature at the time of Order No. 29839 and thus entitled to published
rates. Additionally, the amended Agreement, which was negotiated to meet the Commission
objections to the Original Agreement, may properly be viewed as an extension ofthe Original
Agreement and it should therefore be subject to the same rules as the Original Agreement.
JOINT MOTION FOR APPROVAL OF AMENDED AGREEMENT
Ill.
NOW, THEREFORE, PacifiCorp and Schwendiman Wind LLC request that the
Commission issue its Order:
(2)
Approving the amended Power Purchase Agreement between PacifiCorp and
Schwendiman Wind LLC without change or condition; and
Declaring that prices to be paid for energy and capacity are just and reasonable, in
the public interest, and that the cost incurred by PacifiCorp for purchasing
capacity and energy from Schwendiman Wind are legitimate expenses, all of
which the Commission will allow PacifiCorp to recover in rates in Idaho in the
event other jurisdictions deny recovery of their proportionate share of said
(1)
expenses.
Respectfully submitted this 27th day of January 2006.
ACIFICORP McDEVITT & MILLER LLP
Lisa Nordstr m
Attorney for acifiCorp
\1~f
ean . Miller
Attorneys for Schwendiman Wind LLC
JOINT MOTION FOR APPROVAL OF AMENDED AGREEMENT
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ORIGINAL
AMENDED POWER PURCHASE AGREEMENT
BETWEEN
Schwendiman Wind LLC
AND
P ACIFICORP
(IDAHO QUALIFYING FACILITY-IOaMW/Month or less)
Schwendiman Wind Power Project
Section 1: Definitions ............
""""""""""" ...... ....... """""""""""""""""""
....... ..... ........ 1
Section 2: Term, Commercial Operation Date """"""""""""""""""""""""""""""""'" 7
Section 3: Representations and Warranties........ ....... ............. ..... .......... ............ ....... ........... 8
Section 4: Delivery of Energy and Capacity..................................................................... 10
Section 5: Purchase Prices ................................................................................................ 13
Section 6: Operation and Control..................................................................................... 15
Section 7: Motive Force................... ........
""""""""""""""""""""
..... ............................ 17
Section 8: Metering..............................
"""""""""""""""""""
................. ...................... 17
Section 9: Billings, Computations and Payments """"""""""""""""""""""".""""""" 18
Section 1 0: Defaults and Remedies
""""""""""""""'" ...... """"" ................
............ ....... 18
Section 11: Indemnification................ ..... .......................... """ .................... ..................... 20
Section 12: Liability and Insurance .....
...... .................... ...... .....
..... ..... ....... ........... ....... ..... 21
Section 13: Force Majeure................................................................................................
Section 14: Several Obligations
"""""""""""""'" ........... """"""""""
............................ 24
Section 15: Choice of Law.......................
"""""""""""""""""""""""""""
................... 24
Section 16: Partial Invalidity
"""""""""""""""""""""""""""""""""""""""""""""
Section 17: Waiver.............................................................................. .............................. 24
Section 18: Governmental Jurisdiction and Authorizations """""""""""""""""""""'" 24
Section 19: Successors and Assigns """""""""""""""""""""""""""""""""""""""'" 25
Section 20: Entire Agreement........... ..... ........................................... ....... ................ ......... 25
Section 21: Notices............................ ................................. ..... ...................... ................... 25
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT, entered into this 26th day of January, 2006, is
between Schwendiman Wind LLC, an Idaho limited liability company (the "Seller ) and
PacifiCorp, an Oregon corporation acting in its regulated electric utility capacity
PacifiCorp
).
Seller and PacifiCorp are referred to collectively as the "Parties" and
individually as a "Party"
RECITALSA. Seller intends to construct, own, operate and maintain a wind power generation facility
for the generation of electric power located in Bonneville County, Idaho with an expected
Facility Capacity Rating of 20 000-kilowatt (kW) ("Facility"); andB. Seller intends to operate the Facility as a Qualifying Facility; as such term is defined in
Section 1.37 below.C. Seller estimates that the average annual Net Output to be delivered by the Facility to
PacifiCorp is 62 723 088 kilowatt-hours (kWh) pursuant to the monthly Capacity Factor
schedules in Exhibit D hereto, which amount of energy PacifiCorp will include in its resource
planning; andD. Seller shall sell and PacifiCorp shall purchase the Net Output from the Facility in
accordance with the terms and conditions of this Agreement.E. This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jurisdictional Cost
Allocation Revised Protocol.F. On the 19th day of July, 2005, the Parties executed a Power Purchase Agreement (the
Original Agreement") and thereafter submitted the Original Agreement to the Idaho Public
Utilities Commission for approval in Case No. P AC-05-09.G. On October 4, 2005 the Commission issued Order No. 29880 disapproving the Original
Agreement.H. The Parties have in good faith negotiated this Amended Power Purchase Agreement with
a view toward meeting the Commission s objections expressed in Order No. 29880.
NOW, THEREFORE, the Parties mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings:
"Adjusted Scheduled Monthly Capacity Factor" shall have the meaning set
forth in Section 4.
1.2 "As-built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completion of construction of the Facility, describing the Facility as actually built.
Schwendiman Wind Power Project
Billing Period" means the time period between PacifiCorp' s reading of its
power purchase meter at the Facility and for this Agreement shall coincide with calendar
months.
1.4 "Capacity Factor means, for any given period of time, the Net Output
delivered divided by the Facility Capacity Rating divided by total hours in the given period of
time.
Capacity Factor Schedule shall have the meaning set forth in Section 4.2 of
this Agreement.
Commercial Operation means the Facility is fully operational and reliable,
at not less than ninety percent (90%) of the expected Facility Capacity Rating, and
interconnected and synchronized with the Transmission Provider s System. In order to meet
the requirements for Commercial Operation, all of the following events shall have occurred:
PacifiCorp shall have received a certificate addressed to PacifiCorp
from a Licensed Professional Engineer (a) stating the Facility Capacity Rating of the
Facility at the anticipated time of Commercial Operation and (b) stating that the Facility
is able to generate electric power reliably in amounts required by this Agreement and in
accordance with all other terms and conditions of this Agreement;
1.6.2 Start-Up Testing of the Facility shall have been completed;
PacifiCorp shall have received a certificate addressed to PacifiCorp
from a Licensed Professional Engineer, an attorney in good-standing in Idaho, or a
letter from PacifiCorp Transmission, stating that, in accordance with the Generation
Interconnection Agreement all required interconnection facilities have been
constructed, all required interconnection tests have been completed and the Facility is
physically interconnected with the System in conformance with the Generation
Interconnection Agreement; and
6.4 PacifiCorp shall have received a certificate addressed to PacifiCorp
from a Licensed Professional Engineer, or an attorney in good standing in Idaho
stating that Seller has obtained all Required Facility Documents and , if requested by
PacifiCorp in writing, Seller shall have provided copies of any or all such requested
Required Facility Documents.
Seller shall provide notice to PacifiCorp when Seller believes that the Facility has achieved
Commercial Operation. PacifiCorp shall have ten (10) days after receipt of such notice either to
confirm to Seller that all of the conditions to Commercial Operation have been satisfied or have
occurred, or to state with specificity those conditions that PacifiCorp reasonably believes have
not been satisfied or have not occurred. If, within such ten (10) day period, PacifiCorp does not
respond or notifies Seller confirming that the Facility has achieved Commercial Operation, the
original date of receipt of Seller s notice shall be the Commercial Operation Date. If PacifiCorp
notifies Seller within such ten (10) day period that PacifiCorp believes the Facility has not
Schwendiman Wind Power Project
achieved Commercial Operation, Seller shall be obligated to address the concerns stated in
PacifiCorp s notice to the mutual satisfaction of both Parties, and Commercial Operation shall be
deemed to occur on the date of such satisfaction, as specified in a notice from PacifiCorp to
Seller. If Commercial Operation is achieved at less than one hundred percent (100%) of the
expected Facility Capacity Rating, Seller shall provide PacifiCorp an expected date for achieving
the expected Facility Capacity Rating, and the Facility s Capacity Rating on that date shall be the
final Facility Capacity Rating under this Agreement. In no event will delay in achieving the
expected Facility Capacity Rating beyond the Commercial Operation Date postpone the
Expiration Date specified in Section 2.
1.7 "Commercial Operation Date" means the date the Facility first achieves
Commercial Operation.
1.8 Commission" means the Idaho Public Utilities Commission.
9 "Conforming Energy" means all Net Energy except Non-Conforming Energy
and Inadvertent Energy.
1.10 "Contract Price" means the applicable price for energy and capacity, specified
in Section 5.
1.11 "Contract Year" means a twelve (12) month period commencing at 00:00 hours
Mountain Prevailing Time ("MPT") on January 1 and ending on 24:00 hours MPT on
December 31; provided, however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31 , and the last
Contract Year shall end on the last day of the Term.
1.12 "Delay Liquidated Damages
, "
Delay Period", "Delay Price" and "Delay
Volume" shall have the meanings set forth in Section 2.3 of this Agreement;
1.13 "Effective Date shall have the meaning set forth in Section 2.1 of this
Agreement.
1.14 "Expiration Date shall have the meamng set forth in Section 2.1 of this
Agreement.
1.15 "Facility" means Seller s Schwendiman Wind Power Project, including the
Seller s Interconnection Facilities, as described in the Recitals, Exhibit A, and Exhibit B.
16 "Facility Capacity Rating" means the sum of the Nameplate Capacity Ratings
for all generators comprising the Facility.
1.17 "Force Majeure" has the meaning set forth in Section 13.
18 "Generation Interconnection Agreement" means the generation interconnection
agreement to be entered into separately between Seller and PacifiCorp s transmission or
Schwendiman Wind Power Project
distribution department, as applicable, specifying the Point of Delivery and providing for the
construction and operation of the Interconnection Facilities.
19 "Inadvertent Energy" means: (1) energy delivered in excess of the Maximum
Monthly Purchase Obligation; and (2) energy delivered at a rate exceeding the Maximum
Facility Delivery Rate.
1.20 "Index Price" shall mean the average of: (1) the weighted average of the daily
on-peak and off-peak Dow Jones Mid-Columbia index (Dow Jones Mid-C Index) prices for
firm energy; and (2) the weighted average of the daily on-peak and off-peak Dow Jones Palo
Verde index (Dow Jones Palo Verde Index) prices for firm energy. For Sunday and NERC
holidays, the 24-Hour Index Price shall be used, unless Dow Jones TM shall publish a Firm On-
Peak and Firm Off-Peak Price for such days for Mid-C and Palo Verde , in which event such
indices shall be utilized for such days. If the Dow Jones TM index or any replacement of that
index ceases to be published during the term of this Agreement, PacifiCorp shall select as a
replacement a substantially equivalent index that, after any appropriate or necessary
adjustments, provides the most reasonable substitute for the index in question. PacifiCorp
selection shall be subject to Seller s consent, which Seller shall not unreasonably withhold
condition or delay.
21 "Initial Year Capacity Factor Schedule" shall have the meaning set forth in
Section 4.
1.22 "Interconnection Facilities means all the facilities and ancillary equipment
used to interconnect the Facility to the PacifiCorp transmission system, including electrical
transmission lines, upgrades, transformers, and associated equipment , substations, relay and
switching equipment, and safety equipment.
1.23 "Licensed Professional Engineer " means a person acceptable to PacifiCorp in
its reasonable judgment who is licensed to practice engineering in the state of Idaho, who has
training and experience in the engineering discipline(s) relevant to the matters with respect to
which such person is called to provide a certification, evaluation and/or opinion, who has no
economic relationship, association, or nexus with the Seller, and who is not a representative of
a consulting engineer, contractor, designer or other individual involved in the development of
the Facility, or of a manufacturer or supplier of any equipment installed in the Facility. Such
Licensed Professional Engineer shall be licensed in an appropriate engineering discipline for
the required certification being made. The engagement and payment of a Licensed
Professional Engineer solely to provide the certifications , evaluations and opinions required by
this Agreement shall not constitute a prohibited economic relationship, association or nexus
with the Seller, so long as such engineer has no other economic relationship, association or
nexus with the Seller.
1.24 "Material Adverse Change" shall mean, with respect to the Seller, if the Seller
in the reasonable opinion of PacifiCorp, has experienced a material adverse change in ability to
fulfill its obligations under this Agreement.
Schwendiman Wind Power Project
25 "Maximum Facility Delivery Rate" means the maximum instantaneous rate
(kW) at which the Facility is capable of delivering Net Output at the Point of Delivery, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement.
26 "Maximum Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month, In
accordance with Commission Order 29632, the Maximum Monthly Purchase Obligation for a
given month, in kWh , shall equal 10 000 kW multiplied by the total number of hours in that
month.
1.27 "Motive Force Plan" shall have the meamng set forth in Section 7 of this
Agreement.
28 "Nameplate Capacity Rating" means the maximum instantaneous generating
capacity of any qualifying small power or cogeneration generating unit supplying all or part of
the energy sold by the Facility, expressed in MW , when operated consistent with the
manufacturer s recommended power factor and operating parameters, as set forth in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
1.29 "Net Energy" means the energy component, in kWh, of Net Output.
1.30 "Net Output" means all energy and capacity produced by the Facility, less
station use and less transformation and transmission losses and other adjustments, if any. For
purposes of calculating payment under this Agreement, Net Output of energy shall be the
amount of energy flowing through the Point of Delivery, less any station use not provided by
the Facility.
1.31 "Non-Conforming Energy" means for any Billing Period: (1) that portion of
Net Energy delivered in excess of 110% of the Facility Capacity Rating multiplied by the total
hours in the Billing Period and multiplied by the Scheduled Monthly Capacity Factor for that
Billing Period; or (2) all Net Energy in which Seller s Capacity Factor is less than 90% of the
Scheduled Monthly Capacity Factor for that Billing Period; or (3) all Net Output produced by
the Facility prior to the Commercial Operations Date.
1.32 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting in
its transmission function capacity.
1.33 "Point of Delivery " means the high side of the generation step-up transformer(s)
located at the point of interconnection between the Facility and PacifiCorp s transmission
system, as specified in the Generation Interconnection Agreement and in Exhibit B.
34 "Prime Rate" means the rate per annum equal to the publicly announced prime
rate or reference rate for commercial loans to large businesses in effect from time to time
quoted by Citibank, N .A. If a Citibank, N .A. prime rate is not available, the applicable Prime
Rate shall be the announced prime rate or reference rate for commercial loans in effect from
Schwendiman Wind Power Project
time to time quoted by a bank with $10 billion or more in assets in New York City, N.
selected by the Party to whom interest based on the prime rate is being paid.
1.35 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electrical utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the time a decision is made, could have been expected to accomplish the desired
result at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent
Electrical Practices is not intended to be limited to the optimum practice, method or act to the
exclusion of all others, but rather to be a spectrum of possible practices, methods or acts.
1.36 "Qualifying Curtailment" shall have the meaning set forth in Section 4.
1.37 "QF" means "Qualifying Facility", as that term is dermed in the version of
FERC Regulations (codified at 18 CFR Part 292) in effect on the date of this Agreement.
1.38 "Replacement Period"
, "
Net Replacement Power Costs , "Replacement
Price" and" Replacement Volume" shall have the meanings set forth in Section 10.4 of this
Agreement;
1.39 "Required Facility Documents means all material licenses , permits
authorizations , and agreements necessary for construction, operation, and maintenance of the
Facility, including without limitation those set forth in Exhibit C.
1.40 "Scheduled Commercial Operations Date" means the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.
1.41 "Scheduled Maintenance Periods " means those times scheduled by Seller with
advance notice to PacifiCorp as provided in Section 6.2 unless otherwise mutually agreed.
1.42 "Scheduled Monthly Capacity Factor" means the Capacity Factor during a
given calendar month, as specified by Seller in the Capacity Factor Schedule.
1.43 "Start-Up Testing" means the completion of required factory and start-up tests
as set forth in Exhibit E hereto.
1.44 "Subsequent Capacity Factor Schedule" shall have the meaning set forth in
Section 4.
1.45 "Tariff" means the PacifiCorp FERC Electric Tariff Fifth Revised Volume
No. 11 Pro Forma Open Access Transmission Tariff, as revised from time to time.
1.46 "Transmission Provider" means PacifiCorp Transmission or a successor
including any RTO. Seller acknowledges that PacifiCorp, acting in its merchant capacity
function as purchaser under this Agreement, has no responsibility for or control over
PacifiCorp Transmission or any successor Transmission Provider.
Schwendiman Wind Power Project
SECTION 2: TERM. COMMERCIAL OPERATION DATE
This Agreement shall become effective after execution by both Parties and after
approval by the Commission ("Effective Date
);
provided however, this Agreement shall not
become effective until the Commission has determined that the prices to be paid for energy and
capacity are just and reasonable, in the public interest, and that the costs incurred by
PacifiCorp for purchases of capacity and energy from Seller are legitimate expenses , all of
which the Commission will allow PacifiCorp to recover in rates in Idaho in the event other
jurisdictions deny recovery of their proportionate share of said expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect until the
twentieth (20th) anniversary of the Commercial Operation Date ("Expiration Date
2.2 Time is of the essence of this Agreement, and Seller s ability to meet certain
requirements prior to the Commercial Operation Date and to achieve Commercial Operations
by the Scheduled Commercial Operation Date is critically important. Therefore,
2.2.By December 31, 2006 , Seller shall use best efforts to obtain and
provide to PacifiCorp copies of all governmental permits and authorizations necessary
for construction of the Facility.
2.2.2 By December 31 , 2006, Seller shall use best efforts to provide to
PacifiCorp a copy of an executed Generation Interconnection Agreement, whose terms
shall be consistent with the terms of this Agreement.
2.2.By December 31, 2006, Seller shall use best efforts to provide to
PacifiCorp written evidence acceptable to PacifiCorp that Seller has obtained
construction financing for the Facility (or alternatively permanent financing subject
only to construction of the Facility and Seller s execution of the lender s loan
documents) .
2.4 By December 31 , 2006 , Seller shall use best efforts to provide to
PacifiCorp written evidence acceptable to PacifiCorp that Seller has obtained the
contractual right to take delivery of the type and quantity of wind turbines specified in
Exhibit A.
Prior to Commercial Operation Date Seller shall provide
PacifiCorp with an As-built Supplement acceptable to PacifiCorp.
2.2.By July 31, 2007, Seller shall have achieved Commercial -
Operation ("Scheduled Commercial Operation Date
2.2.Beginning July 1, 2006, Seller shall provide PacifiCorp a one-page
monthly update bye-mail on the progress of the milestones in this section 2.
Seller shall cause the Facility to achieve Commercial Operation on or before the
Scheduled Commercial Operation Date. If Commercial Operation occurs after the Scheduled
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Commercial Operation Date, Seller shall be liable to pay PacifiCorp delay damages for the
number of days ("Delay Period") the Commercial Operation Date occurs after the Scheduled
Commercial Operation Date, up to a total of 120 days ("Delay Liquidated Damages
2.4 Delay Liquidated Damages equals the Delay Price times the Delay Volume
Where:
Delay Price" equals the positive difference, if any, of the average Index Price minus the
Contract Price for the Delay Period; and
Delay Volume" equals, for the Delay Period, the sum of: the applicable Capacity Factor
from the Initial Year Capacity Factor Schedule times the Facility Capacity Rating times
twenty- four, for each day of the Delay Period.
The parties agree that the damages PacifiCorp would incur due to delay in the
Facility achieving Commercial Operation on or before the Scheduled Commercial Operation
Date would be difficult or impossible to predict with certainty, and that the Delay Liquidated
Damages are an appropriate approximation of such damages.
SECTION 3: REPRESENTATIONS AND WARRANTIES
PacifiCorp represents , covenants , and warrants to Seller that:
1.1 PacifiCorp is duly organized and validly existing under the laws of
the State of Oregon.
PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terms of this Agreement.
PacifiCorp has taken all corporate actions required to be taken by it
to authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.
1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contravene any provision of, or constitute a default under, any
indenture, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any court, or any regulatory agency or other body having authority to which
PacifiCorp is subject.
1.5 Subject to Commission approval, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance
with its terms (except as the enforceability of this Agreement may be limited by
bankruptcy, insolvency, bank moratorium or similar laws affecting creditors ' rights
generally and laws restricting the availability of equitable remedies and except as the
enforceability of this Agreement may be subject to general principles of equity, whether
or not such enforceability is considered in a proceeding at equity or in law).
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3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.Seller is a limited liability corporation duly organized and validly
existing under the laws ofIdaho.2.2 Seller has the requisite power and authority to enter into this
Agreement and to perfonn according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3 Seller s shareholders, directors , and officers have taken all actions
required to authorize the execution, delivery and perfonnance of this Agreement and
the consummation of the transactions contemplated hereby.
2.4 The execution and delivery of this Agreement does not contravene
any provision of, or constitute a default under, any indenture, mortgage, or other
material agreement binding on Seller or any valid order of any court, or any regulatory
agency or other body having authority to which Seller is subject.
2.5 This Agreement is a valid and legally binding obligation of Seller
enforceable against Seller in accordance with its tenns (except as the enforceability of
this Agreement may be limited by bankruptcy, insolvency, bank moratorium or similar
laws affecting creditors ' rights generally and laws restricting the availability of
equitable remedies and except as the enforceability of this Agreement may be subject to
general principles of equity, whether or not such enforceability is considered in a
proceeding at equity or in law).
3.2.The Facility is and shall for the tenn of this Agreement continue to
be a QF. Seller has provided the appropriate QF certification, which may include a
Federal Energy Regulatory Commission self-certification to PacifiCorp prior to
PacifiCorp s execution of this Agreement. At any time PacifiCorp has reason to
believe during the tenn of this Agreement that Seller s status as a QF is in question
PacifiCorp may require Seller to provide PacifiCorp with a written legal opinion from
an attorney in good standing in the state of Idaho and who has no economic
relationship, association or nexus with the Seller or the Facility, stating that the Facility
is a QF and providing sufficient proof (including copies of all documents and data as
PacifiCorp may request) demonstrating that Seller has maintained and will continue to
maintain the Facility as a QF.
Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankruptcy proceeding, is unable to
pay its bills in the ordinary course of its business, or is the subject of any legal
regulatory action, the result of which could reasonably be expected to impair Seller
ability to own and operate the Facility in accordance with the tenns of this Agreement.
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Seller has not at any time defaulted in any of its payment
obligations for electricity purchased from PacifiCorp.
3.2.Seller is not in default under any of its other agreements and is
current on all of its financial obligations.
3.2.10 Seller owns all right, title and interest in and to the Facility, free
and clear of all liens and encumbrances other than liens and encumbrances related to
third-party financing of the Facility.
Notice If at any time during this Agreement, any Party obtains actual
knowledge of any event or information which would have caused any of the representations
and warranties in this Section 3 to have been materially untrue or misleading when made, such
Party shall provide the other Party with written notice of the event or information, the
representations and warranties affected , and the action, if any, which such Party intends to take
to make the representations and warranties true and correct. The notice required pursuant to
this Section shall be given as soon as practicable after the occurrence of each such event.
SECTION 4: DELIVERY OF ENERGY AND CAPACITY
Delivery and Acceptance of Net Output Unless otherwise provided herein
PacifiCorp will purchase and Seller will sell all of the Net Output from the Facility.
4.2 Capacity Factor Schedule Seller shall prepare and provide to PacifiCorp, on an
ongoing basis , a written schedule of Net Energy expected to be delivered by the Facility
Capacity Factor Schedule ), in accordance with the following:
During the first twelve full calendar months following the
Commercial Operations Date, Seller predicts that the Facility will produce and deliver
the following monthly amounts ("Initial Year Capacity Factor Schedule
Month
January
February
March
Capacity Factor
31.3%
27.
April
May
June
49.2%
48.
46.
37.
July
August
September
35.1 %
32.
31.
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October
November
26.
35.
December 27.
4.2.2 Seller may revise the Initial Year Capacity Factor Schedule any
time prior to the Commercial Operation Date.
4.2.Beginning at the end of the ninth full calendar month of operation
and at the end of every 3rd month thereafter, Seller shall supplement the Capacity
Factor Schedule with three additional months of forward estimates (which shall be
appended to this Agreement as Exhibit D) ("Subsequent Capacity Factor Schedule
such that the Capacity Factor Schedule will provide at least six months of Capacity
Factor estimates at all times. Seller shall provide Subsequent Capacity Factor
Schedules no later than 5:00 pm of the 5th day after the due date. If Seller does not
provide a Subsequent Capacity Factor Schedule by the above deadline, Capacity
Factors for the omitted period shall equal the Capacity Factors scheduled by Seller for
the same three-month period during the previous year.
4.2.4 Beginning with the end of the third month after the Commercial
Operation Date and at the end of every third month thereafter; (1) the Seller may not
revise the immediate next three months of previously provided Capacity Factors , but by
written notice given to PacifiCorp no later than 5:00 PM of the 5th day following the
end of the previous month, the Seller may revise all other previously provided Net
Energy Amounts. Failure to provide timely written notice of changed amounts will be
deemed to be an election of no change.
4.3 Adjustment of Capacity Factor.If PacifiCorp is excused from accepting all or
part of Seller s Net Output due to the occurrence of circumstances specified in Section 6.
or if Seller is excused from delivery due to the occurrence of circumstances specified in
Section 6.4
, ("
Qualifying Curtailment") the Scheduled Monthly Capacity Factor will be
adjusted pro rata Adjusted Scheduled Monthly Capacity Factor
).
The Adjusted
Scheduled Monthly Capacity Factor shall be calculated as follows:
SMCF(adj) -SMCF* (1- I((Hc/Ht) * (Cc/Cmax))Ji=l
Where:
SMCF Scheduled Monthly Capacity Factor
SMCF (adj) = Adjusted Scheduled Monthly Capacity Factor.Ht total hours in the month in which curtailment occurs
total hours of Qualifying Curtailment in month in which
curtailment occurs.
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CCj
Cmax
Capacity curtailed due to a Qualifying Curtailment (MW)
Facility Capacity Rating (MW)
4.4 Termination for Non-availability.Unless excused by an event of Force Majeure,
Seller s failure to deliver any Net Energy for a continuous period of three months shall
constitute an event of default.
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SECTION 5: PURCHASE PRICES
Confonning Energy Purchase Price Except as provided in Sections 5.2 and 5.4
PacifiCorp will pay Seller the following non-levelized prices for capacity and energy, in
accordance with Commission Order 29646:
Year
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
$/MWh
$52.
$53.
$55.
$56.30
$57.
$58.
$60.27
$61.66
$63.
$64.
$66.
$67.
$69.
$70.
$72.
$73.
$75.
$77.42
$79.20
$81.03
$82.
$84.
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5.2 Non-Conforming Energy Purchase Price For all Non-Conforming Energy and
associated capacity, PacifiCorp will pay Seller the following non-levelized prices for capacity
and energy
Year
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
$/MWh
43.
44.
45.
46.
47.
48.
49.
51.00
52.
53.
54.
55.
57.12
58.43
59.
61.15
62.
63.
65.45
66.
68.49
70.
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Payment
For the Billing Period in each Contract Year:
3.1 If Capacity Factor is between 90% and 110% of the Scheduled
Monthly Capacity Factor, then:
Payment = Conforming Energy (kWh) times Conforming Energy Purchase
Price ($/MWh) divided by 1000
3.2 If Capacity Factor is less than 90% of the Scheduled Monthly
Capacity Factor, then:
Payment = Non-Conforming Energy (kWh) times Non-Conforming Energy
Purchase Price ($/MWh) divided by 1000
If Capacity Factor is greater than 110% of the Scheduled Monthly
Capacity Factor, then
Payment = Conforming Energy (kWh) times Conforming Energy Purchase
Price ($/MWh) divided by 1000 plus Non-Conforming (kWh) times Non-Conforming
Energy Purchase Price ($/MWh) divided by 1000
5.4 Inadvertent Energy PacifiCorp may accept Inadvertent Energy at its sole
discretion, but will not purchase or pay for Inadvertent Energy.
SECTION 6: OPERATION AND CONTROL
Seller shall operate and maintain the Facility in a safe manner in accordance with
the Generation Interconnection Agreement, Prudent Electrical Practices and in accordance with
the requirements of all applicable federal, state and local laws and the National Electric Safety
Code as such laws and code may be amended from time to time. PacifiCorp shall have no
obligation to purchase Net Output from the Facility to the extent the interconnection between
the Facility and PacifiCorp s electric system is disconnected, suspended or interrupted, in
whole or in part, pursuant to the Generation Interconnection Agreement, or to the extent
generation curtailment is required as a result of Seller s non-compliance with the Generation
Interconnection Agreement.
6.2 Seller may cease operation of the entire Facility or any individual unit for
Scheduled Maintenance Periods not to exceed one hundred fifty (150) hours for each calendar
year at such times as are provided in the monthly operating schedule set forth as Exhibit
Energy Acceptance
6.3.PacifiCorp shall be excused from accepting and paying for Net
Output or accepting Inadvertent Energy produced by the Facility and delivered by the
Seller to the Point of Delivery, if it is prevented from doing so by an event of Force
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Majeure, or if PacifiCorp determines that curtailment, interruption or reduction of Net
Output or Inadvertent Energy deliveries is necessary because of line construction or
maintenance requirements , emergencies, electrical system operating conditions on its
system or as otherwise required by Prudent Electrical Practices. If, for reasons other
than an event of Force Majeure , PacifiCorp requires such a curtailment, interruption or
reduction of Net Output deliveries for a period that exceeds twenty (20) days, beginning
with the twenty-first day of such interruption, curtailment or reduction, Seller will be
deemed to be delivering Net Output at a rate equivalent to the pro rata daily average of
the amounts specified for the applicable month in Section 4.3. PacifiCorp will notify
Seller when the interruption, curtailment or reduction is terminated.
6.3.2 PacifiCorp shall not be obligated to purchase , receive or pay for
Net Output that is not delivered to the Point of Delivery (a) during times and to the
extent that such energy is not delivered because the interconnection between the Facility
and PacifiCorp s system is disconnected, suspended or interrupted , in whole or in part
pursuant to the Generation Interconnection Agreement , (b) during times and to the
extent that such energy is not delivered because the Transmission Provider Curtails (as
defined in the Tariff) Network Integration Transmission Service (as defined in the
Tariff) to PacifiCorp pursuant to the terms of the Tariff, or (c) during times and to the
extent that an event of Force Majeure prevents either Party from delivering or receiving
such energy.
Under no circumstances will the Seller deliver Net Output and/or
Inadvertent Energy from the Facility to the Point of Delivery in an amount that exceeds
the Maximum Facility Delivery Rate. Seller failure to limit deliveries to the
Maximum Facility Delivery Rate shall be a Material Breach of this Agreement.
6.4 Seller Declared Suspension of Energy Deliveries.
6.4.If the Seller s 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 Seller s Facility, Seller
may, after giving notice as provided in Section 6.4.2 below , temporarily suspend all
deliveries of Net Energy to PacifiCorp from the Facility or from individual generation
unites) within the Facility affected 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 Seller s Declared Suspension of Energy Deliveries will begin at the
start of the next full hour following the Seller s notification as specified in Section 6.4.
and will continue for the time as specified (not less than 48 hours) in the written
notification provided by the Seller. In the month(s) in which the Declared Suspension of
Energy occurred, the Net Energy Amount will be adjusted as specified in Section 4.3.
6.4.If the Seller desires to initiate a Declared Suspension of Energy
Deliveries as provided in Section 6.4., the Seller will notify PacifiCorp s generation
coordination desk, bye-mail to wscc(fj)paci(icorp.com by telephone [phone]), or
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by fax [phone]), of Seller s unscheduled outage. Seller shall take all reasonable
measures and exercise its best efforts to avoid unscheduled maintenance, to limit the
duration of such unscheduled maintenance, and to perform unscheduled maintenance
during non-peak hours. The beginning hour of the Declared Suspension of Energy
Deliveries will be at the earliest the next full hour after making contact with
PacifiCorp. The Seller will, within 24 hours after the telephone contact, provide
PacifiCorp a written notice in accordance with Section 21 declaring the beginning hour
and duration of the Declared Suspension of Energy Deliveries and a description of the
conditions that caused the Seller to initiate a Declared Suspension of Energy Deliveries.
PacifiCorp will review the documentation provided by the Seller to determine
PacifiCorp s acceptance of the described forced outage as qualifying for a Declared
Suspension of Energy Deliveries as specified in paragraph 6.4.1. PacifiCorp
acceptance of the Seller s forced outage as an acceptable forced outage will be based
upon the clear documentation provided by the Seller 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 Seller s Facility. Seller agrees to retain all performance related data
for the Facility for a minimum of three years, and to cooperate with PacifiCorp in the
event PacifiCorp decides to audit Seller s reporting of Facility Net Output and Adjusted
Scheduled Monthly Capacity Factor.
SECTION 7: MOTIVE FORCE
Prior to the Effective Date of this Agreement, Seller provided to PacifiCorp an engineering
report, demonstrating to PacifiCorp s reasonable satisfaction: (1) the feasibility that Facility Net
Energy will equal or exceed 62 723 088 kWh under average design conditions in each full
calendar year for the full term of this Agreement; and (2) the likelihood that the Facility, under
average design conditions, will generate at no more than 10 aMW in any calendar month
Motive Force Plan ) acceptable to PacifiCorp in its reasonable discretion and attached hereto
as Exhibit F-, together with a certification from a Licensed Professional Engineer attached
hereto as Exhibit F-, certifying to PacifiCorp that the Facility can reasonably be expected to
perform as predicted in the Motive Force Plan for the duration of this Agreement.
SECTION 8: METERING
PacifiCorp shall design, furnish , install, own, inspect, test, maintain and replace
all metering equipment required pursuant to the Generation Interconnection Agreement.
Metering shall be performed at the location and in the manner specified in
Exhibit B and the Generation Interconnection Agreement. All quantities of energy purchased
hereunder shall be adjusted to account for electrical losses (as reasonably calculated by
PacifiCorp), if any, between the point of metering and the Point of Delivery, so that the
purchased amount reflects the net amount of power flowing into PacifiCorp' s system at the
Point of Delivery .
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8.3 PacifiCorp shall periodically inspect, test, repair and replace the metering
equipment as provided in the Generation Interconnection Agreement or at the request of Seller
if Seller has reason to believe metering may be off and requests an inspection in writing. Seller
shall bear the cost for any Seller requests. If any of the inspections or tests disclose an error
exceeding two percent (2 %), either fast or slow, proper correction, based upon the inaccuracy
found , shall be made of previous readings for the actual period during which the metering
equipment rendered inaccurate measurements if that period can be ascertained. If the actual
period cannot be ascertained, the proper correction shall be made to the measurements taken
during the time the metering equipment was in service since last tested, but not exceeding three
(3) Billing Periods , in the amount the metering equipment shall have been shown to be in error
by such test. Any correction in billings or payments resulting from a correction in the meter
records shall be made in the next monthly billing or payment rendered.
8.4 To the extent not otherwise provided in the Generation Interconnection
Agreement, all PacifiCorp' s costs relating to all metering equipment installed to accommodate
Seller s Facility shall be borne by Seller.
SECTION 9: BILLINGS. COMPUTATIONS AND PAYMENTS
On or before the thirtieth (30th) day following the end of each Billing Period
PacifiCorp shall send to Seller payment for Seller s deliveries of Net Output to PacifiCorp,
together with computations supporting such payment. PacifiCorp may offset any such payment
to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement and the
Generation Interconnection Agreement.
9.2 Any amounts owing after the due date thereof shall bear interest at the Prime
Rate plus two percent (2 %) from the date due until paid; provided, however that the interest
rate shall at no time exceed the maximum rate allowed by applicable law.
SECTION 10: DEFAULTS AND REMEDIES
10.The following events shall constitute defaults under this Agreement:
10.1.1 Seller s failure to make a payment when due under this Agreement
or maintain insurance in conformance with the requirements of Section 12 of this
Agreement, if the failure is not cured within ten (10) days after the non-defaulting Party
gives the defaulting Party a notice of the default.
10.Breach by a Party of a representation or warranty set forth in this
Agreement, if such failure or breach is not cured within thirty (30) days following
written notice.
10.1.3 Seller failure to cure any default under any commercial or
financing agreements or instrument (including the Generation Interconnection
Agreement) within the time allowed for a cure under such agreement or instrument; or
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10.1.4 A Party (a) makes an assignment for the benefit of its creditors; (b)
files a petition or otherwise commences, authorizes or acquiesces in the commencement
of a proceeding or cause of action under any bankruptcy or similar law for the
protection of creditors , or has such a petition filed against it and such petition is not
withdrawn or dismissed within sixty (60) days after such filing; (c) becomes insolvent;
or (d) is unable to pay its debts when due.
10.1.5 A Material Adverse Change has occurred with respect to Seller and
Seller fails to provide such performance assurances as are reasonably requested by
PacifiCorp, within fifteen (15) days from the date of such request;
10.Party otherwise fails to perform any material obligation
(including but not limited to failure by Seller to meet any deadline set forth in Section
2) imposed upon that Party by this Agreement if the failure is not cured within thirty
(30) days after the non-defaulting Party gives the defaulting Party notice of the default;
provided, however, that, upon written notice from the defaulting Party, this thirty (30)
day period shall be extended by an additional ninety (90) days if (a) the failure cannot
reasonably be cured within the thirty (30) day period despite diligent efforts, (b) the
default is capable of being cured within the additional ninety (90) day period , and (c)
the defaulting Party commences the cure within the original thirty (30) day period and
is at all times thereafter diligently and continuously proceeding to cure the failure.
10.In the event of any default hereunder, the non-defaulting Party must notify the
defaulting Party in writing of the circumstances indicating the default and outlining the
requirements to cure the default. If the default has not been cured within the prescribed time
above, the non-defaulting Party may terminate this Agreement at its sole discretion by
delivering written notice to the other Party and may pursue any and all legal or equitable
remedies provided by law or pursuant to this Agreement. The rights provided in this Section
10 are cumulative such that the exercise of one or more rights shall not constitute a waiver of
any other rights.
10.3 If this Agreement is terminated because of Seller s default, Seller may not
require PacifiCorp to purchase energy or capacity from the Facility prior to the Expiration
Date, and Seller hereby waives its rights to require PacifiCorp to do so. This subsection 10.
shall survive the termination of this Agreement.
lOA If this Agreement is terminated as a result of Seller s default, Seller shall pay
PacifiCorp for the energy and associated capacity that Seller was scheduled to provide for a
period of twelve (12) months ("Replacement Period") from the date of termination plus the
estimated administrative cost to acquire the replacement power ("Net Replacement Power
Costs ). Net Replacement Power Costs equals the Replacement Price times the Replacement
Volume plus the estimated administrative cost to the utility to acquire replacement power.
Where:
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Replacement Price equals the positive difference, if any, of the average Index Price
minus the Contract Price for the Replacement Period; and
Replacement Volume equals , for the Replacement Period, the sum of: the applicable
Capacity Factor from the Capacity Factor Schedule times the Facility Capacity Rating
times twenty-four, for each day of the Replacement Period.
Amounts owed by Seller pursuant to this paragraph shall be due within five (5) business days
after any invoice from PacifiCorp for the same.
SECTION 11: INDEMNIFICATION
11.Indemnities.
11.Indemnity by Seller Seller shall release , indemnify and hold
harmless PacifiCorp, its directors, officers , agents, and representatives against and
from any and all loss, fines, penalties , claims , actions or suits , including costs and
attorney s fees, both at trial and on appeal, resulting from, or arising out of or in any
way connected with (a) the energy delivered by Seller under this Agreement to and at
the Point of Delivery, (b) any facilities on Seller s side of the Point of Delivery, (
Seller s operation and/or maintenance of the Facility, or (d) arising from this
Agreement, including without limitation any loss, claim, action or suit, for or on
account of injury, bodily or otherwise, to , or death of, persons, or for damage to , or
destruction or economic loss of property belonging to PacifiCorp, Seller or others,
excepting only such loss, claim, action or suit as may be caused solely by the fault or
gross negligence of PacifiCorp, its directors officers, employees, agents or
representatives.
11.1.2 Indemnity by PacifiCorp. PacifiCorp shall release, indemnify and
hold harmless Seller, its directors, officers, agents, Lenders and representatives against
and from any and all loss, fines, penalties, claims , actions or suits, including costs and
attorney s fees, both at trial and on appeal, resulting from, or arising out of or in any
way connected with the energy delivered by Seller under this Agreement after the Point
of Delivery, including without limitation any loss, claim, action or suit, for or on
account of injury, bodily or otherwise, to, or death of, persons, or for damage to, or
destruction or economic loss of property, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of Seller, its directors
officers, employees, agents , Lenders or representatives.
11.2 No Dedication. Nothing in this Agreement shall be construed to create any duty
, any standard of care with reference to, or any liability to any person not a Party to this
Agreement. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party s system or any portion thereof to the other Party or
to the public , nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an independent individual or entity.
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11.Consequential Damages. Except to the extent such damages are included in the
liquidated damages, delay damages, or other specified measure of damages expressly provided
for in this Agreement, neither Party shall be liable to the other Party for special, punitive
indirect, exemplary or consequential damages, whether such damages are allowed or provided
by contract, tort (including negligence), strict liability, statute or otherwise.
SECTION 12: LIABILITY AND INSURANCE
12.1 Certificates Seller shall provide PacifiCorp insurance certificate(s) (of
ACORD Form" or the equivalent) certifying Seller s compliance with the insurance
requirements hereunder. Commercial General Liability coverage written on a "claims-made
basis , if any, shall be specifically identified on the certificate. If requested by PacifiCorp, a
copy of each insurance policy, certified as a true copy by an authorized representative of the
issuing insurance company, shall be furnished to PacifiCorp.
12.2 Required Policies and Coverages . Without limiting any liabilities or any other
obligations of Seller under this Agreement, from the commencement of interconnection with
PacifiCorp s electric transmission system until the Termination Date of this Agreement, at its
own expense, Seller shall secure and continuously carry, with an insurance company or
companies rated not lower than "A- or better" by the A.M. Best Company, the insurance
coverage specified below:
12.2.1 Worker s Compensation insurance which complies with the laws of
the state within which the Wind Facility is located;
12.2.Commercial General Liability insurance with bodily injury and
property damage combined single limits of at least $1 000 000 per occurrence. Seller
shall maintain the policy in accordance with terms available in the insurance market for
similar electric generating facilities. Such insurance shall include, but not necessarilybe limited to specific coverage for contractual liability encompassing the
indemnification provisions in this Agreement, broad form property damage liability,
personal injury liability, explosion and collapse hazard coverage, products/completed
operations liability, and, where applicable, watercraft protection and indemnity
liability;
12.All Risk Insurance. The policy shall provide coverage in an
amount equal to not less than 80 % of the current replacement in kind of the Facility for
all risks" of physical loss or damage except as hereinafter provided , including
coverage for boiler and machinery, transit and off-site storage accident exposure, but
excluding the equipment owned or leased by Operator and its subcontractors and their
personal property. The policy may contain separate sub-limits and deductibles subject
to insurance company underwriting guidelines. Seller shall maintain the policy in
accordance with terms available in the insurance market for similar electric generating
facilities. The policy shall include coverage for business interruption in an amount
covering a period of indemnity equal to twelve (12) months. Additional coverages to
be included are:
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(a) Catastrophic Perils Insurance not less than 80% of the current
replacement cost of plant, building, and/or equipment.
12.Insurance Structure. Seller may satisfy the amounts of insurance required above
by purchasing primary coverage in the amounts specified or by buying a separate excess
Umbrella Liability policy together with lower limit primary underlying coverage. The
structure of the coverage is at Seller s option, as long as the total amount of insurance meets
the above requirements.
12.4 Occurrence-Based Coverage . The coverage required above, and any umbrella or
excess coverage , shall be "occurrence " form policies. In the event that any policy is written
on a "claims-made " basis and such policy is not renewed or the retroactive date of such policy
is to be changed, the first insured Party shall obtain or cause to be obtained for each such
policy or policies the broadest basic and supplemental extended reporting period coverage or
tail" reasonably available in the commercial insurance market for each such policy or policies
and shall provide the other Party with proof that such basic and supplemental extended
reporting period coverage or "tail" has been obtained.
12.Endorsement Items Seller shall immediately cause its insurers to amend its
Commercial General Liability and Umbrella or Excess Liability policies with all of the
following endorsement items, and to amend its Worker s Compensation policy with the
endorsement items set forth in Paragraphs 12.3 and 12.5.4 below:
12.PacifiCorp and its Aff1liates, their respective directors, officers
employees, and agents as an additional insured under this policy and to the maximum
extent allowed by law , shall be provided with coverage at least as broad as those
required of the Seller by this Agreement;
12.5.2 This insurance is primary with respect to the interest of PacifiCorp
and its Affiliates and their respective directors , officers , employees , and agents;
12.Insurer hereby waives all rights of subrogation against PacifiCorp,
its Affiliates, officers, directors, employees and agents; and
12.5.4 Notwithstanding any provision of the policy, this policy may not be
canceled , non-renewed or materially changed by the insurer without giving ten (10)
days ' prior written notice to PacifiCorp.
12.Cross liability coverage so that the insurance applies separately to
each insured against whom claim is made or suit is brought, even in instances where
one insured claims against or sues another insured.
12.Periodic Review . PacifiCorp may review this schedule of required insurance as
often as once every two (2) years. PacifiCorp may, in its discretion and if allowed by the
Commission, require the Seller to make changes to the policies and coverages described in this
Exhibit to the extent reasonably necessary to cause such policies and coverages to conform to
Schwendiman Wind Power Project
the insurance policies and coverages typically obtained or required for power generation
facilities comparable to the Facility at the time PacifiCorp s review takes place. In addition
Seller shall have the right , subject to PacifiCorp s consent, to make changes in the coverages
and limits of the Builder s All-Risk Insurance and the All-Risk Insurance required under this
Section, to the extent the coverages and limits specified herein are not reasonably available at
commercially reasonable rates.
SECTION 13: FORCE MAJEURE
13.1 As used in this Agreement
, "
Force Majeure" or "an event of Force Majeure
means any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite
the exercise of due diligence, such party is unable to prevent or overcome. By way of
example, Force Majeure may include but is not limited to acts of God, fire, flood, storms
wars , hostilities , civil strife, strikes, and other labor disturbances , earthquakes, fires, lightning,
epidemics, sabotage, restraint by court order or other delay or failure in the performance as a
result of any action or inaction on behalf of a public authority which is in each case (i) beyond
the reasonable control of such party, (ii) by the exercise of reasonable foresight such party
could not reasonably have been expected to avoid and (iii) by the exercise of due diligence
such party shall be unable to prevent or overcome. Force Majeure, however, specifically
excludes the cost or availability of fuel or motive force to operate the Facility or changes in
market conditions that affect the price of energy or transmission. If either party is rendered
wholly or in part unable to perform its obligation under this Agreement because of an event of
Force Majeure, both Parties shall be excused from whatever performance is affected by the
event of Force Majeure, provided that:
13.1.1 the non-performing party, shall, within two (2) weeks after the
occurrence of the Force Majeure, give the other party written notice describing the
particulars of the occurrence, including the start date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains partially operational and the expected end
date of the Force Majeure; and
13.1.2 the suspension of performance shall be of no greater scope and
no longer duration than is required by the Force Majeure; and
13.1.3
to perform.
the non-performing party uses its best efforts to remedy its inability
13.1.4 the non-performing party shall provide prompt written notice to the
other party at the end of the Force Majeure event detailing the end date, cause there of
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
13.2 No obligations of either party which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
Schwendiman Wind Power Project
13.Neither party shall be required to settle any strike , walkout, lockout or other
labor dispute on terms which, in the sole judgment of the party involved in the dispute, are
contrary to the party s best interests.
SECTION 14: SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association, trust
partnership or joint venture or to impose a trust or partnership duty, obligation or liability
between the Parties. If Seller includes two or more parties, each such party shall be jointly and
severally liable for Seller s obligations under this Agreement.
SECTION 15: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 16: PARTIAL INVALIDITY
It is not the intention of the Parties to violate any laws governing the subject matter of this
Agreement. If any of the terms of the Agreement are finally held or determined to be invalid
illegal or void as being contrary to any applicable law or public policy, all other terms of the
Agreement shall remain in effect. If any terms are finally held or determined to be invalid
illegal or void, the Parties shall enter into negotiations concerning the terms affected by such
decision for the purpose of achieving conformity with requirements of any applicable law and
the intent of the Parties to this Agreement.
SECTION 17: WAIVER
Any waiver at any time by either party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement must
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 18: GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either party or this Agreement. PacifiCorp s compliance with the terms of this Agreement is
conditioned on Seller s submission to PacifiCorp prior to the Commercial Operation Date and
maintaining thereafter copies of all local, state and federal licenses, permits and other approvals
as then may be required by law for the construction, operation and maintenance ofthe Facility.
Schwendiman Wind Power Project
SECTION 19: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms hereof shall be binding upon and inure to the benefit of the
respective successors and assigns of the Parties. No assignment hereof by either party shall
become effective without the written consent of the other party being first obtained and such
consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may
assign this Agreement without the other Party s consent to a lender as part of a financing
transaction or as part of (a) a sale of all or substantially all of the assigning Party s assets, or (b) a
merger, consolidation or other reorganization of the assigning Party.
SECTION 20: ENTIRE AGREEMENT
20.This Agreement supersedes all prior agreements , proposals , representations
negotiations, discussions or letters , whether oral or in writing, regarding PacifiCorp s purchase
of Net Output from the Facility. No modification of this Agreement shall be effective unless it
is in writing and signed by both Parties.
20.By executing this Agreement, each party releases the other from any claims
known or unknown, that may have arisen prior to the Effective Date with respect to the
Facility and any predecessor facility proposed to have been constructed on the site of the
Facility.
SECTION 21: NOTICES
21.1 All notices except as otherwise provided in this Agreement shall be in writing,
shall be directed as follows and shall be considered delivered if delivered in person or when
deposited in the U.S. Mail, postage prepaid by certified or registered mail and return receipt
requested
Notices PacifiCorp Seller
All Notices PacifiCorp Mr. Tyler Schwendiman
825 NE Multnomah Street Portland PO Box 262
OR 97232 Ririe, ID 83443
Attn: Contract Administration EMail: tyler(illholdenmccarty.com
Suite 600
Phone: (503) 813 - 5956
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Federal Tax ID Number: 93-0246090
All Invoices:Attn: Back Office, Suite 600
Phone: (503) 813 - 5674
Facsimile: (503) 813 - 5580
Scheduling:Attn: Resource Planning, Suite 600
Phone: (503) 813 - 6090
Schwendiman Wind Power Project
Notices PacifiCorp Seller
Facsimile: (503) 813 - 6265
Payments:Attn: Back Office, Suite 600
Phone: (503) 813 - 5674
Facsimile: (503) 813 - 5580
Wire Transfer:Bank One N.
To be provided in separate letter from
PacifiCorp to Seller
Credit and Attn: Credit Manager, Suite 1800
Collections:Phone: (503) 813 - 5684
Facsimile: (503) 813 - 5609
With Additional Attn: General Counsel. and
Notices of an Dean Brockbank, AttyEvent of Default
or Potential Phone: [phone] and (801) 220-
4568Event of Default Facsimile: [phone] and (801)to:220-3299
The Parties may change the person to whom such notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Subsection.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in their respective names as of the date first above written.
PacifiCorp Schwendiman Wind LLC
By:By:
Name: Judi Johansen Name:
Title: President and CEO Title:
Jan 27 06 12: 12p T~ 1 5223380 p. 1
Schwendiman Wind Power Project
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in their respective names as of the date first above written.
Paci fiCorp Schwendiman Wind LLC
By: \I~ l'-i ; (1 6, A, L..
/ -'" ';/
0 '
Name: judi Johansen
.. ' ,----,-,-----,-
By:
-erTitle: President and CEO Title:
EXHIBIT A
DESCRIPTION OF SELLER'S FACILITY
Turbine Selection and Configuration: Seller intends to construct the Facility using the wind
turbine described in this Exhibit A. Any changes to the final configuration of the wind turbines
made by the manufacturer in its normal course of business, which does not cause the Facility to
exceed the Maximum Facility Delivery Rate of 10 aMW, would not constitute a default ofthis
Agreement.. Any change in the manufacturer and/or model of turbine used in the Facility shall
require the express written consent ofPacifiCorp.
Facility Capacity Rating: 20,000 kW at wind speed between 30 mph and 55 mph
The maximum possible output of each wind turbine unit currently selected could be up to 2624
kW based on four 656 kW generators in each turbine unit, however, electronically this is
typically limited to 2500 kW each as listed on the nameplate rating.
The maximum net output of the Facility should be below the nameplate 20 000 kW based on
ancillary station loads. However at this facility such auxiliary loads are very small so as to be
inconsequential and thus the maximum nameplate should be considered the maximum facility
output.
Location of the Facility: The Facility is to be constructed in the vicinity of Idaho Falls in
Bonneville County, Idaho. The location is more particularly described as follows:
Sections 3 and 4 of Township 2 North, Range 39 East
Sections 33 and 34 of Township 3 North, Range 39 East
The equipment to be installed meets and exceeds industry standards and PacifiCorp requirements
for low voltage ride through and power factor compliance.
Total Project design constraint specifies less than 10aMW capacity per month or approximately
20MW facility output. Seller s Facility current design consists of eight 2.5 MW wind turbine
generators manufactured by Clipper Wind. If revisions are made to the generation units by the
same manufacturer or their specifications, such information will be provided to PacifiCorp in the
As-Built drawings at project completion or when appropriate. More specifically, the current
generators planned for each wind turbine at the Facility is described as:
Introduction
This document defines the major system attributes of the Clipper Windpower
Technology, Inc. ("Clipper ) 2.5 MW Wind Turbine Generator System intended for this project
at this time. Clipper reserves the right to change any specification contained herein without prior
notice. It is the purpose of this document to provide general information regarding the product
represented.
Schwendiman Wind Power Project
General Specifications
Type
Number of Blades
Orientation
Operation
Rotor Speed
Hub Height
Primary Braking
Power Output
Yaw
Cut-in Wind Velocity
Cut-out Wind Velocity
Cut-out Wind Gust
Rotor
Diameter
Swept Area
Type of Blades
Tilt
Tip Speed at Rated Output
Blade
Blade Length
Material
Maximum Chord Length
Pitch System
Type
Drive
Motor Type
Failsafe Braking
Blade Bearings
Hub
Type
Material
Gearbox
Type
Gear Arrangement
Output Shafts
Ratio
Rated Power
Housing Material
Mainshaft
Main Bearings
Horizontal Axis
Upwind
Variable Speed
6 - 15.5 rpm
73., 75m or 80m
Aerodynamic, Full-Span Blade Pitch
2500 kW
Active
mIs - 10 min average
25 mIs - 10 min average
29 mIs - 3 sec average
93m
6793m
Clipper Designed
5.50
75 mIs
43.2m, 45., 48.2m
Fiberglass Reinforced Epoxy
Individual Blade Pitch - Failsafe
Electro-mechanical Gearmotor
DC Servo-drive
Battery Powered
Internal Gear - Ball Bearing
Spherical
Ductile Cast Iron
Distributed Generation
Multi-output , 2 Stage
1 :72.4
2675 kW
Ductile Cast Iron
Forged Steel
Tapered Roller
Schwendiman Wind Power Project
Lubrication
Filtration
Cooling
Generators
Type
Number of Units
Operational Speed Range
Rated Power
Voltage
Enclosure
Insulation Class
Cooling
Parking Brake
Type
Location
10.Machine Base
Material
11.Yaw System
Type
Bearing
Drive
Motor
Number of Drives
Brake
12.Tower
Type
Material
Sections
13.Power Converter
Type
Controller
Rated Power
Location
Power Factor
Forced Mechanical Pump
Multi-element - Course/Fine
Radiator
Synchronous Permanent Magnet
700 -120 rpm
656 kW at 1120 rpm
000 -350 VDC
IP54
Liquid Cooled
Dual Disk w/ Hydraulic Calipers
Gearbox Intermediate Stage
Ductile Cast Iron
Multiple, Electro-Mechanical Drives
Internal Gear - Ball Bearing
Planetary Gearmotor
AC Induction
Active Hydraulic - Disk
Partial Conical- Tubular
Steel Plate
PWM 4 module IGBT Rectifier/Converter
DSP
2525 kW
Within Tower Base
Unity
14.Controller
Voltage 3 X 690 VAC
3 X480 VAC
3 X 240 VAC
Schwendiman Wind Power Project
15.
16.
17.
Frequency
Computer
Configuration
Connectors
Operator Interface
SCADA
Environmental Application Limits
Survival Wind Velocity
Operational Ambient Temperature
Operational Ambient Temperature
Survival Temperature
Grid Compatibility
Frequency - Continuous
Line Voltage - Continuous
Line Voltage - 5 sec
Line Voltage - 500 ms
Line Fault Ride-thru Capability
Line Phase Imbalance - Continuous
Line Phase Imbalance - Cut-
Line Phase Imbalance - 5 sec
Line Phase Imbalance - 5 sec
Power Quality
Lightning Protection
Blade
Nacelle
Electrical Systems
18.Noise Performance
SPL at 8 rnIs
19.Maintenance Interval
Post-Commissioning
Periodic
20.Weights
Tower Assembly
Rotor Assembly
Nacelle Assembly
1 X 120 VAC
47 - 63 Hz
Embedded Power PC
Embedded Single Board System with
Palm Top or Laptop PC compatible
Standard Fiber Optic or Copper Serial Interface\
According to IEC la, IIa, and IlIa
200 C to +400 C
400 C to +400 C (Available Option)
400 C to +500 C
50 Hz or 60 Hz :i: 3 Hz
690 V AC :i: 10%
690 V AC :i: 20%
690 V AC :i: 30%
90% of Nominal Line for 150 ms
:i: 5% at Rated Power
:i: 10%
:i: 10% at Rated Power
:i: 20 % at Cut-
IEEE 519 Compliant
Tip Receptor - Internal Down Conductor
Air Termination - Full Shielded (Faraday Cage)
IEC 61400-24 Level III
104 db (A) - According to IEC 61400-
Once at 500 Hours
Every 12 Months
452 000Ibs.
117 000Ibs.
158 000 Ibs.
EXHIBIT B
POINT OF DELIVERY / PARTIES' INTERCONNECTION FACILITIES
The Schwendiman Wind Power Project is located approximately 11 miles northeast of Idaho
Falls Idaho. The project consists of several wind turbine generators, connected to a 14.4 kV
distribution system. Each generator is connected to the distribution circuit via a pad-mount
transformer at the base of each tower. A single, 3-phase, 69/14.4 kV, 15/20/25 MV A
transformer is used to step up the voltage of the project to 69 kV. A 4 mile, 4/0 ACSR
Penguin" 69 kV conductor transmission line will connect the project to the PacifiCorp 31.4
mile, Sugar Mill/Goshen - Rigby 69 kV line. The Point of Interconnection will be located
about 3 miles south of the Ucon substation tap and three miles north of the Sandcreek
substation tap. Schwendiman will own the 4 mile, 69 kV line to the Point ofInterconnection.
Bi-directional revenue metering will be installed at the wind plant end of the 69 kV line. The
metering will use CTs and revenue class meters. The meter readings will be adjusted for
losses back to the Point of Interconnection.
The following map shows a general turbine array Layout with the Substation location at the
Northeast Comer of Section 3 near the end of the existing site access road indicated in red.
The metering point shall be at the substation. The site will be adjusted to accommodate eight
turbines under the latest configuration.
SCHWENDIMAN WIND FARM111051.000' W WGS84 111050.000'
" .'\ ./" "~" --::~
., h
r""
--------"--
111051.000' W WGS84 111050.000' TI\ ~~ ~ooo FEET
~ -
1000 MET~S
Map created with roPO'% e~OO3 Naiional Geographic (ww,vnalionalgeognpbic.cOIInopo)
Schwendiman Wind Power Project
EXHIBIT C
REQUIRED FACILITY DOCUMENTS
Qualifying Facility Number from FERC:QF04-60-001
The following Documents are required to complete this project:
Easements:
Wind Farm Easement Document from Property Owner
Permits:
Conditional Use Permit from Bonneville County for Commercial Wind Farm
Bonneville County Building Permits for Foundations
State Electrical Permits for Turbines and Substation
Schwendiman Wind Power Project
EXHIBIT D
CAP ACITY FACTOR SCHEDULES
20MW Nameplate
SCHWENDIMAN WIND FARM Capacity
Base Estimated Generation Monthly NET Capacity
Estimates kWh Ave MW/mo Factor
January 652 761 31.
February 664 323 5.45 27.
March 319,690 49.
April 035 624 48.
May 851 861 46.
June 337 387 7.41 37.
July 215 690 35,
August 892 296 32.
September 552 895 31.
October 938 093 26.
November 158,014 35.
December 104,455 27,
TOTAL:723 088 35.
Scheduled Maintenance - Seller will provide a suggested maintenance schedule annually not
exceed 150 hours per turbine per year.
Schwendiman Wind Power Project
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to permit safe and efficient start-up ofthe Facility, which may
include but are not limited to:
Test of mechanical and electrical equipment;
Calibration of all monitoring instruments;
Operating tests of all valves, operators, motor starters and motor;
Alarms, signals, and fail-safe or system shutdown control tests;
Point-to-point continuity tests;
Bench tests of protective devices; and
Tests required by manufacturer of equipment
Required start-up tests are those checks and tests necessary to determine that all features
and equipment, systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp s electrical system, which may include but are
not limited to:
Turbine/generator mechanical runs and functionality;
System operation tests;
Brake tests;
Energization of transformers;
Synchronizing tests (manual and auto);
Excitation and voltage regulation operation tests;
Auto stop/start sequence;
Completion of any state and federal environmental testing requirements.
Tests required by manufacturer of equipment;
The following Wind Turbine Generator Installation Check Lists are required documents to be
signed offby Manufacturer or Subcontract Category Commissioning Personnel as part of the
Commissioning and startup testing:
Turbine Installation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Check Lists including:Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E- 1
Schwendiman Wind Power Project
EXHIBIT F-
WIND SPEED DATA SUMMARIES
The following is excerpted from the initial meteorologist report for the project:
The on-site met tower is 40 m tall, and was installed the end of October 2001. Its latitude (WGS84 reference datum)
is 430 32.336', longitude 1110 50.850', and elevation 5689 ft. This tower sits atop a knoll. There are
anemometers at the 20-m, 30-m and 40-m levels, with the 40-m level being a stub mast. There are data through
September 2003. We have also included data from the Twin Falls airport as a provisional reference anemometer.
The correlation coefficient is not that great (0.47 for daily winds, 0.77 for monthly winds), but it does help a little to
place the two years of on-site data in a greater climatological context.
For the 23-month period, the average wind speed at the 20-m and 30-m levels of the Schwendiman tower were 16.43
and 16.95 mph, respectively. The 40-m level data appears to have been compromised after a few months, as it
typically runs less than the 30-m level-unlikely to be real. Therefore, we have completely ignored the 40-m data in
our analyses below,
Monthly Mean Wind Speeds (mph)
Schwendiman Tower, Idaho
NREL Calibration Constants
Mostly
Twin Invalid
Month Year Falls 20-m 30-m 40-m
Nov 2001 10.17.18.18.
Dee 2001 10.13.14.4 14.
Jan 2002 10.15.15.15.
Feb 2002 10.14.14.15.
Mar 2002 12.20.20.20.
Apr 2002 12.20.21.21.
May 2002 12.19.20.20.
Jun 2002 10.17.17.17.4
Jul 2002 10.17.4 17,18.
Aug 2002 10.13,13.4 13.4
Sep 2002 14.4 14,14,
Oct 2002 13.14.13.
Nov 2002 12.4 12.12.
Dee 2002 10.15.4 16.16.
Jan 2003 13.14,14.
Feb 2003 11.16.17.17.
Mar 2003 13.23.24,24,
Apr 2003 11,17.18,18,
May 2003 17,18.17.
Jun 2003 11.16,17.16.
Jul 2003 15.15.14.
Aug 2003 16.17.16.
Sep 2003 11.15.4 15,15.
Overall 10.16.43 16.
Data Recovery Key: black = 90-100%; green = 75-90%; blue = 50-75%;
orange = 25-50%; purple = 10-25%; "" = 0-10%. All values represent the
estimate for the full month when data recovery is less than 100%.
F1- 1
EXHIBIT F-
ENGINEER'S CERTIFICATION
(1) THAT THE FACILITY AVERAGE NET ENERGY ESTIMATE IS 62 723 088 KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT;
The following table shows the data analysis summary for the full year of repaired data set
from the 30m anemometer at the site. This data set is from November 8, 2001 through
November 7 2002. The data was repaired using 30m anemometer data from the nearby Black
Canyon anemometer or other anemometers in the region where holes and icing existed to
create a complete year of data for best analysis. The data indicates a gross capacity factor of
40% when scaled to 80m with power curves from the manufacturers. An expected net
capacity factor of35.8% results when consideration of the following losses are taken into
consideration: array losses between turbines and across the ridge top as well as individual
turbine perfonnance due to micro-siting arrangement; distribution losses from the turbine
generators to the individual transformers and from the transformers to the substation at the
site; substation losses through the high voltage transformers; misc. efficiencies through the
overall system to the point of delivery to the utility. Thus, the expected annual delivery based
on this actual data set would be a net 62 723 088 kWh to the utility. Actual delivery over time
will vary from this number according to the natural wind resource variations in any given
year.
Days in File
Hours in File
Total Days in Period:
Average Wind Speed (mph)
Average Wind Direction
359.
8623.
365
17.
182,
Maximum Wind Speed (mph) 70.
4/23/2002
Maximum Wind Speed Time 2:50
Minimum Wind Speed (mph)
Minimum Wind Speed Time
Total # of Data Points
# of Data Points with 0 mph Average
Windspeed
% of data at 0 mph
Power Curve Used for Calculations
Turbine Rating (kW)
Gross Capacity Factor from Data at
Anemometer Ht.
Turbines
8/1/2002
9:30
52560
819
56%
02 Alt 2.5MW Turbine
2500 20 MW
35%
Gross Capacity Factor at Scaled Height 40% 8.
D -
Schwendiman Wind Power Project
Scale to Hei ht (m)
Wind Shear Estimate
Calculated Air Density Rating (kg/m"3)020
Scaled Energy Output Per Turbine ~ Hub
Height (kWh)
Substation, Line Losses & Arra Losses
40%
NET
aye MW
Estimated ACTUAL NET CAPACITY
FACTOR of Arra 35.
(2) THAT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS , LIKELY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH.
The following table shows the results of a detailed analysis of the monthly data from the
project site using the same 2001-2002 Data set. Discussions with Idaho National Laboratory
personnel indicate this data to be a fairly good representation of an "average year.This
analysis calculates the expected generation for each particular month and calculates the
resulting net capacity factor as well as the average MW capacity of the project per month
(aMW). The results show the average net capacity factor on an annual basis to be 35.8% and
the average MW per month factor of 7.15 MW which differs only from the analysis of the
entire year data set by a mathematical rounding error. This confirms that the monthly data
sets were accurately taken from the total annual data set without errors since this represents
560 data points as indicated in the table above. The results show that October, February,
and December have the lowest average monthly MW values of 5., 5.45, and 5.52 aMW
respectively. The results show that March and April have the highest average monthly MW
values of9.84 and 9.77 aMW.
Thus, under average design conditions with existing data, this project will likely generate no
more than 10 aMW in any calendar month.
F- 4
Schwendiman Wind Power Project
20MW
Nameplate
SCHWENDIMAN WIND FARM Capacity
Monthly
Estimated NET
Generation Capacity
kWh Ave MW/mo Factor
January 652 761 31,
February 664 323 5.45 27.
March 319,690 49,
April 035 624 48.
May 851 861 46.
June 337 387 7.41 37.
July 215 690 35.
August 892 296 32.
September 552,895 31.
October 938,093 26,
November 158,014 35.
December 104,455 27,
TOTAL:723 088 35.
This engineering certification has been prepared by Idaho Professional Engineer Brian D.
Jackson, PE, 7800 Alfalfa Lane, Melba, Idaho 83641 and is based on a detailed analysis of the
site data and intended generation equipment.
IDAHO PE#8711 , Dated: January 22 2006
F- 4