20070921Second Amended Agreement.pdf

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20i11 SEP 2 \ Af'\ 9: 05
201 South Main, Suite 2300
Salt lake City, Utah 84111
September 21 , 2007
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UTilitIES COMN11~:'
VIA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702-5983
Attention:Jean D. Jewell
Commission Secretary
Re:Joint Motion for Approval of Second Amended Agreement
Case No. P AC-05-
Rocky Mountain Power, a division ofPacifiCorp and Schwendiman Wind LLC hereby submit
for filing an original and seven (7) copies of their Joint Motion for Approval of Second Amended
Agreement. Please note that the Second Amendment to Power Purchase Agreement included in
this filing as Attachment 1 is an exact duplicate of the original.
Service of pleadings, exhibits, orders and other documents relating to this proceeding should be
served on the following:
Brian Dickman
Manager, Idaho Regulatory Affairs
Rocky Mountain Power
One Utah Center, Suite 2300
201 South Main
Salt Lake City, UT 84111
brian. dickman~pacificorp. com
Jordan A. White
Senior Counsel
Rocky Mountain Power
One Utah Center, Suite 2300
201 South Main
Salt Lake City, UT 84111
Jordan. white~pacificorp.com
It is respectfully requested that all formal correspondence and Staff requests regarding this
material be addressed to:
Bye-mail (preferred):datareq uest~pacifi corp. com
By regular mail:Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, Oregon, 97232
By fax:[phone]
Idaho Public Utilities Commission
September 21 , 2007
Page 2
J( ~/
Jeffrey K. Larsen
Vice President, Regulation
Enclosures
cc: Service List
CERTIFICATE OF SERVICE
I hereby certify that on this 21 st day of September 2007 I caused to be served, via U.
Mail, a true and correct copy of the foregoing Joint Motion for Approval of Second Amended
Agreement in Case No. P AC-05-09 to the following parties as shown:
Jean Jewell
Commission Secretary
Idaho Public Utilities Commission
472 West Washington
Boise, Idaho 83702
j i ewell~puc. state.id.
Scott Woodbury
Deputy Attorney General
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702
scott. woodbury~puc. idaho. gOY
Brian D. Jackson, P.
7800 Alfalfa Lane
Melba, ID 83641
brian~clever- ideas. com
Dean J. Miller, Esq.
McDevitt & Miller LLP
420 W. Bannock
Boise, ID 83702
j oe~mcdevi tt -miller. com
Jordan A. White
Senior Counsel
Rocky Mountain Power
201 South Main, Suite 2300
Salt Lake City, UT 84111
jordan. whi te~pacificorp. com
Bruce Griswold
Manager Origination
PacifiCorp
825 NE Multnomah Ste 600
Portland, OR 97232
bruce. griswo Id~pacificorp. com
Barton Kline
Idaho Power Company
1221 W. Idaho Street
Boise, ID 83702
bkline~idahopower.com
Debbie DePetris
Supervisor, Regulatory Administration
Jordan A. White
Rocky Mountain Power
201 South Main, Suite 2300
Salt Lake City, Utah 84111
Tel: [phone]
Fax: [phone]
i ordan. w hi te~paci fi corp. com
Attorney for Rocky Mountain Power
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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]
i oe~mcdevitt-miller.com
Attorneys for Schwendiman Wind LLC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE
APPLICATION OF ROCKY MOUNTAIN
POWER FOR APPROVAL OF A POWER
PURCHASE AGREEMENT FOR THE
SALE AND PURCHASE OF ELECTRIC
ENERGY BETWEEN P ACIFICORP AND SCHWENDIMAN WIND LLC
CASE NO. PAC-O5-
JOINT MOTION FOR
APPROVAL OF SECOND
AMEND ED AGREEMENT
Pursuant to Rule 56 of the Idaho Public Utilities Commission ("Commission ), Rocky
Mountain Power, a division ofPacifiCorp ("Rocky Mountain Power" or the "Company ) and
Schwendiman Wind LLC ("Schwendiman Wind" or the "Seller ), hereinafter collectively
referred to as the "Parties " apply to the Commission for an Order approving Second Amended
Power Purchase Agreement ("Second Amended Agreement"), attached hereto as Attachment 1.
JOINT MOTION FOR APPROVAL
OF SECOND AGREEMENT
PROCEDURAL HISTORY
Rocky Mountain Power 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. Pursuant to Order Nos. 29880 and 29921 , the Parties
submitted an amended Agreement ("March 31 , 2006 Agreement") which was subsequently
approved by the Commission on March 31 , 2006, in Order No. 30000.
As set forth in the March 31 , 2006 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 (the "Facility
).
Schwendiman
Wind would sell approximately 7.15 average MW (" aMW") of electric energy generated by the
Facility to the Company. As previously described in the Application and Exhibits filed August
, 2005, the Facility has been self-certified with FERC as a qualified small power production
facility ("QF") under the Public Utility Regulatory Policies Act of 1978 ("PURP A"), and would
interconnect with the Company s system on the Sugar Mill/Goshen-Rigby 69 kV line, 11 miles
northeast of Idaho Falls, Idaho.
II.
CHANGES TO THE MARCH 31, 2006 AGREEMENT
The Second Amended Agreement includes the following changes to the March 31 , 2006
Agreement:
Replace Exhibits A, B, D, and F-2 with new exhibits reflecting Schwendiman
Wind's substitution of Nordic wind turbines for Clipper wind turbines;
Update the Recitals to reflect the Nordic wind turbine output;
JOINT MOTION FOR APPROVAL
OF SECOND AGREEMENT
Move forward in time on the Scheduled Commercial Operations Date and other
intermediate milestones in Section 2;
Stipulate (in Section 2.3) to Schwendiman Wind's liability for Delay Liquidated
Damages, from August 1 , 2007, until the Commercial Operation Date;
Update the capacity factor table in Section 4.2.1 to reflect the substitution of
turbines; and
Add a new Section 22 containing security provisions applicable to Schwendiman
Wind.
The Second Amended Agreement also adds pricing for year 2028 in Section 5 and
updates obsolete contract information in Section 21. Otherwise, no substantive changes to the
March 31 , 2006 Agreement are contemplated.
III.
NOW, THEREFORE the Parties respectfully request that the Commission proceed
pursuant to a modified procedure pursuant to Rules 201 through 204 of the Commission s Rules
of Procedure and issue its Order:
Approving the Second Amended Power Purchase Agreement between
Schwendiman Wind LLC and Company without change or condition; and
Reaffirming that prices to be paid for energy and capacity are just and reasonable
in the public interest, and that the cost incurred by Company for purchasing
capacity and energy from Schwendiman Wind are legitimate expenses, all of
which the Commission will allow Company to recover in rates in Idaho in the
event other jurisdictions deny recovery of their proportionate share of said
expenses.
JOINT MOTION FOR APPROVAL
OF SECOND AGREEMENT
Respectfully submitted this ~'day of September 2007.
ROCKY MOUNTAIN POWER McDEVITT & MILLER LLP
J ordan A
Attorney for Rocky Mountain Power
~l1~UL~
Attorneys for Schwendiman Wind LLC
JOINT MOTION FOR APPROVAL
OF SECOND AGREEMENT
ATTACHMENT
~ ~~!;.N ~QN~ P EN ERG Y 825 NE Multnomah, Suite 600
Portland, Oregon 97232
August 29,2007
Schwendiman Wind LLC
9633 East Highway 33
Newdale, ID 83436
Attn: Tyler Schwendiman
Re:SECOND AMENDMENT TO POWER PURCHASE AGREEMENT
Dear Mr. Schwendiman
This letter amends the Amended Power Purchase Agreement Between Schwendiman
Wind LLC and PacifiCorp, which was approved by the Idaho Public Utilities
Commission (IPU C) on March 31 , 2006 (March 31, 2006 Agreement), Pacifi Corp and
Schwendiman Wind LLC (Schwendiman) desire to: (1) update the Recitals to reflect the
Nordic wind turbine output; (2) move forward in time the Scheduled Commercial
Operations Date and other intermediate milestones in Section 2; (2) stipulate (in Section
2.3) to Schwendiman s liability for Delay Liquidated Damages, from August 1 , 2007
until the Commercial Operation Date; (3) update the capacity factor table in Section 4.2.
to reflect the new turbines; (4) add a new Section 22 containing security provisions
applicable to Schwendiman; and (5) replace Exhibit A, Exhibit B, Exhibit D, and Exhibit
2 with new exhibits reflecting Schwendiman s substitution of Nordic wind turbines for
Clipper wind turbines. This Agreement also adds pricing for year 2028 in Section 5, and
updates obsolete contact information, in Section 21 , but otherwise makes no substantive
changes to the Agreement.
Upon the Idaho Public Utilities Commission s unqualified approval, the attached
(SECOND) Amended Power Purchase Agreement Between Schwendiman Wind LLC
and PacifiCorp supercedes the March 31, 2006 Agreement.
By September 10, 2007, PacifiCorp shall prepare and file a joint request with
Schwendiman for IPUC approval of the proposed amendment, which shall be contingent
upon IPUC's approval without modification.
(Remainder of page is intentionally left blank)
Mr. Tyler Schwendiman
August 29, 2007
Page 2 of 3
Please indicate your approval of the foregoing amendment by signing below, initialing
next to the changes in the attached amended Agreement, and returning a copy of both to
the above address. Thank you for your assistance in this matter.
Stacey Kuste s
~ ~
Director, Origination
Commercial & Trading
'ii/
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Title
('JIb !o
Date
Attachment:(Second) Amended Power Purchase Agreement Between Schwendiman
Wind LLC and PacifiCorp
------
(Second) AMENDED PO\VER PURCHASE AGREEMENT
BETWEEN
Schwendiman Wind LLC
AND
P ACIFICORP
(IDAHO QUALIFYING FACILITY-lOaMWlMonth or less)
Original Agreement executed July 19 2005
First Amended Janua 27 2006
Second Amended (")Cj 0 7 2007
~2 ~71f-,-=5
~2~
*Chang noted "~2~1I in the margin were agreed to by letter agreement dated
C? ~2007 between PacifiCorp and Schwendiman Wind LLC
(IISec d Amendmentll)
,--_.,-,-_.,-,.... .,
Schwendiman Wind Power Project
Section l: Definitions """""""""""""""""""""""""""""""""""""'"...................,........
Section 2: Term, Commercial Operation Date ................................................................... 6*
Section 3: Representations and Wananties......................................................................... 8
Section 4: Delivery of Energy and Capacity..................................................................... 10
Section 5: Purchase Prices ..............................................................,......................""""'" 12*
Section 6: Operation and Control..................................................................................... 14
Section 7: Motive Force................................................................................"""""""""" 16
Section 8: Metering. .................... ..........
............. ......... .......... ..................... .....
""""""""" 16
Section 9: Billings, Computations and Payments ............................................................. 17
Section 10: Defaults and Remedies .................................................................................. 17
Section 11: Indemnification..................................................................""""""""""""""
Section 12: Liability and Insurance .................................................................................. 19
Section 13: Force Majeure.. .........
............. ..............,........ ""'" ...............
"""""" ""0" ........ 21
Section 14: Several Obligations.............................................................. '-"""""""""""" 22
Section 15: Choice of Law...................................................................... """"""""""""" 22
Section 16: Partial Invalidity.... ............... .........."............
""""""""""""""'"
""..no......... 23
Section 1 7: Waiver............
"-"""""""""""""""""""""""""""""""""""
........ ............... 23
Section 18: Governmental Jurisdiction and Authorizations ............................................. 23
Section 19: Successors and Assigns ................................................................................. 23
Section 20: Entire Agreement...........................................................................................
Section 21: Notices ............................ .......
..............,.......... ................... """"" ..... """""'"
24 *
Section 22: Security.......................................2S*
*These Sections contain changes agreed to in the Second Amendment. ~2~
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT, entered into this 2.~day of ua ,2006
is between Schwendiman Wind LLC, an Idaho limited liability company e "Sell r ) and
PacifiCorp, an Oregon corporation acting in its regulated electric utility capacity
PacifiCorp
).
Seller and PacifiCorp are refeITed to collectively as the "Parties" and
individually as a "Party
RECIT ALS
A. 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 00O-kilowaJtt (kW) ("Facility"); and
B. Seller intends to operate the Facility as a Qualifying Facility; as such term is defined in
Section 1.37 below.
C. . -Seller ~~,~t ~~at the average anTIual Net Output to be delivered by the Facility to L/l
PacifiCorP is -
: _
; 7 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 ITom 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 inCase No. PAC-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:
1.1 "Adjusted Scheduled Monthly Capacity Factor" shall have the meaning set
forth in Section 4.
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
1.3 "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 oftime.
5 "Capacity Factor Schedule" shall have the meaning set forth in Section 4.2 of
this Agreement.
6 "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 an10unts required by this Agreement and in
accordance with all other terms and conditions of this Agreement;
Start-Up Testing of the Facility shall have been completed;
6.3 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; and6.4 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 an Required Facility Documents and, if requested by PacifiCorp
in writing, Seller shan 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
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
Schwendiman Wind Power Project
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.
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
Section 5.
Contract Price" means the applicable price for energy and capacity, specified in
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
Agreement.
Effective Date shall have the meaning set forth in Section 2.1 of this
14 "Expiration Date shall have the meanmg 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.
1.16 "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
distribution department, as applicable, specifying the Point of Delivery and providing for, the
construction and operation of the Interconnection Facilities.
1.19 "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.
Schwendiman Wind Power Project
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 film energy. For Sunday and NERC holidays, the
24-Hour Index Price shall be used, unless Dow Jones TM shall publish a Finn 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 tl:n.e
most reasonable substitute for the index in question. PacifiCorp s 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 m
Section 4.
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, transfonners, and associated equipment, substations, relay and
switching equipment, and safety equipment.
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 'We
which such person is called to provide a certification, evaluation and/or opinion, who has !DO
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 instal1ed in the Facility. Sucl1
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.
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.
25 "Maximum Facility Delivery Rate" means the maximum instantaneous ra1te
(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.
1.26 "Maximum Monthly Purchase Obligation" means the maximum amountcf
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month, In
accordance with Commission Order 29632, the Maximum Monthly Purchase Obligation fora
given month, in kWh, shall equal 10 000 kW multiplied by the total number of hours in that
month.
Schwendiman Wind Power Project
27 "Motive Force Plan shall have the meamng set forth in Section 7 of this
Agreement.
28 "N ameplate Capacity Rating" means the maximum instantaneous generating
capacity of any qualifying small power or cogeneration generating unit supplying all or pan
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.
29 "Net Energy" means the energy component, in kWh, of Net Output.
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% ofthe 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 armum equal to the publicly armounced prime
rate or reference rate for commercial loans to large businesses in effect tram 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 armounced prime rate or reference rate for commercial loans in effect trom 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.
Schwendiman Wind Power Project
1.37 "QF" means "Qualifying Facility", as that term is defined in the version ofFERC
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 1 0.4 of this
Agreement;
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 4.2.
1.45 "Tariff' means the PacifiCorp FERC Electric Tariff Fifth Revised Volume No.
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.
SECTION 2: TERM. COMMERCIAL OPERATION DATE
This Agreement shall become effective after execution by both Parties and after
approval by the Commission C.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 ofthe Commercial Operation Date ("Expiration Date
Schwendiman Wind Power Project
Time is of the essence of this Agreement, and Seller s ability to meet certaiJn
requirements prior to the Commercial Operation Date and to achieve Commercial Operations by
the Scheduled Commercial Operation Date is critically important. Therefore
By December 31 , 2006, Seller shall use best efforts to obtain and
provide to PacifiCorp copies of all governmental permits and authorizations necessary faT
construction of the Facility.
By December 31, 2006, Seller shall use best efforts to provide 1.\0
PacifiCorp a copy of an executed Generation Interconnection Agreement, whose term:s
shall be consistent with the terms of this Agreement.
August 30, 2007 ~2~ ~.tL
2.2.By Deeember 31, JO06, Seller shall use best efforts to provideiio-
PacifiCorp written evidence acceptable to PacifiCorp that Seller has obtainoo
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).
2.2.4 By G~~~~~r ~t 2~8~Seller shall use best efforts to ~;.:id
PacifiCorp written evidence acceptable to PacifiCorp that Seller has obtained thre
contractual right to take delivery of the type and quantity of wind turbines specified in
Exhibit Ain time to achieve the Scheduled Commercial Operation Date.
Prior to Commercial Operation Date, Seller shall provide PacifiCoIjp
with an As-built Supplement acceptable to PacifiCorp. CIf I
May' 1, 2008 o:::2~ 7~
By July 31 , 1007, Seller shall have achieved Commercial Operatu:m
Scheduled Commercial Operation Date
Beginning July 1, 2006, SeHer shall provide PacifiCorp a one-page
monthly update bye-mail on the progress of the milestones in this section 2.
Seller shall causc the Facility to achie"J~ Commer.cial Operation on or before the
Sl;ht:u.uku. COJUlJ1CICial Operation Date. If Commercial Operation occYtS after the Scheduled.
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
CoJl1i1le.rcial Operation Date, up to a total of 120 days Delay Liquidated DamagesJuly 31, 2007. o:::2~
2.4 Delay Liquidated Damages equals the Delay Price times the Delay Volurne
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 Factm
from the Initial Year Capacity Factor Schedule times the Facility Capacity Rating times
twenty-four, for each day ofthe Delay Period.
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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.1.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terms ofthis Agreement.1.3 PacifiCorp has taken all corporate actions required to be taken by it
to authorize the execution, delivery and performance of this Agreement and the
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.
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
bankruptcy, insolvency, bank moratorium OT 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).
Seller represents, covenants, and warrants to PacifiCorp that:
Seller is a limited liability corporation duly organized and validly
existing under the laws ofIdaho.
3.2.Seller has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3 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
Schwendiman Wind Power Project
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.
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).
The Facility is and shaH 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 Se1ler 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 or
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.
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.
3.2.1 0 Seller owns all right, title and interest in and to the Facility, free and
clear of a1l 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 infonnation 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 infoTIl1ation) 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.
Schwendiman Wind Power Project
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.
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 acity Factor ~2~
January :3+3%28.
February B-:-3%22.
March 49:Z%34.
April 4&-:9%31.
May 30.
June 39-:+%27.
July 35:-l-%22.
August 32:9%24.
September M.4%21.
October Z6:-5%21.
November 3-5:-&%26.
December 29-:-6%22.
2.2 Seller may revise tlne Initial Year Capacity Factor Schedule any time
prior to the Commercial Operation Date..
Beginning at the em.d 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.
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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.
Adjustment of Capacity Factor.If PacifiCorp is excused ITom accepting all or part
of Seller s Net Output due to the occurrence of circumstances specified in Section 6., or if
Seller is excused ITom 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- L((Hc/Ht) * (Cc/Cmax)))
i=1
Where:
SMCF Scheduled Monthly Capacity Factor
SMCF (adj) = Adjusted Scheduled Monthly Capacity Factor.Ht total hours in the month in which curtailment occurs
CCj
Cmax
total hours of Qualifying Curtailment in month in which
curtailment occurs.
Capacity curtailed due to a Qualifying Curtailment (MW)
Facility Capacity Rating (MW)
4.4 Tennination 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.
Schwendiman Wind Power Project
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 $/MWh
2006 $52.
2007 $53.
2008 $55.
2009 $56.
2010 $57.
2011 $58.
2012 $60.
2013 $61.66
2014 $63.
2015 $64.
2016 $66.
2017 $67.
2018 $69.
2019 $70.
2020 $72.31
2021 $73.
2022 $75.
2023 $77.42
2024 $79.
2025 $81.03
2026 $82.
2027 $84.
2028 $86.~2~
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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 $/MWh
2006 43.
2007 44.
2008 45.
2009 46.
2010 47.
2011 48.
2012 49.
2013 51.00
2014 52.
2015 53.37
2016 54.
2017 55.
2018 57.
2019 58.43
2020 59.
2021 61.15
2022 62.
2023 63.
2024 65.45
2025 66.
2026 68.
2027 70.
2028 71. 68 ~2~ StL
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Payment
For the Billing Period in each Contract Year:
If Capacity Factor is between 90% and 110% of the Scheduled
Monthly Capacity Factor, then:
Payment = Conforming Energy (kWh) times Conforming Energy Purchase Price
(S/MWh) divided by 1000
If Capacity Factor is less than 90% of the Scheduled Monthly
Capacity Factor, then:
Payment = Non-Conforming Energy (kWh) times Non-Conforming Energy
Purchase Price (S/MWh) divided by 1000
If Capacity Factor is greater than 110% ofthe Scheduled Monthly
Capacity Factor, then
Payment = Conforming Energy (kWh) times Conforming Energy Purchase Price
($IMWh) divided by 1000 plus Non-Conforming (kWh) times Non-ConfonningEnergy
Purchase Price ($IMWh) 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 andPacifiCorp 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 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 D.
6.3 Energy Acceptance
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 ITom doing so by an event of Force
Majeure, or if PacifiCorp detennines that curtailment, interruption or reduction of Net
------ ,.._,--,,-,
Schwendiman Wind Power Project
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 win notify
Seller when the interruption, curtailment or reduction is tem1inated.
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)
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 win 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 s 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 Sener
Declared Suspension of Energy Deliveries will begin at the start of the next full hour
following the Seller s notification as specified in Section 6.4.2 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.
6.4.If the Seller desires to initiate a Declared Suspension of Energy
Deliveries as provided in Section 6.4.1 , the Seller will notify PacifiCorp s generation
coordination desk, bye-mail to wscc(O),vQcificoro.com.by telephone [phone]), or
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 perfonn unscheduled maintenance
during non-peak hours. The beginning hour of the Declared Suspension of Energy
Schwendiman Wind Power Project
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 6.1. PacifiCorp s acceptance ofthe 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 perfonnance related data for the Facility for a minimum of three years
and to cooperate with PacifiCorp in the event PacifiCorp decides to audit Seller
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, de~onstrating to pac
f\~~~o~t
SOnab~e satisfaction: (1) the feasibility that Facility N~12
Energy WIll equal or exceed -
, -
kWh m 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 perfonn as predicted in the Motive
Force Plan for the duration ofthis 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.
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
Schwendiman Wind Power Project
during the time the metering equipment was in service since last tested, but not exceeding three
(3) Billing Periods, in the amount the meteling 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 SeHer.
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 SeHer 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.
Any amounts owing after the due date thereof shaH bear interest at the Prime Rate
plus two percent (2%) from the date due until paid; provided, however that the interest rate shan
at no time exceed the maximum rate allowed by applicable law.
SECTION 10: DEFAULTS AND REMEDIES
10.The fonowing events shall constitute defaults under this Agreement:
10.1.1 SeHer 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
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.
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Schwendiman Wind Power Project
10.A Material Adverse Change has occurred with respect to Seller and
Seller fails to provide such perfonnance assurances as are reasonably requested by
PacifiCorp, within fifteen (15) days from the date of such request;
10.A Party otherwise fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set forth in Section 2.2) 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.
lO.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 10.3 shaH suIVive
the termination of this Agreement.
lOA If this Agreement is tenninated 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:
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 oftbe 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.
Schwendiman Wind Power Project
SECTION 11: INDEMNIFICATION
11.1 Indemnities.
11.Indemnity by Seller.Seller shall release, indemnify and hold
hannless PacifiCorp, its directors, officers, agents, and representatives against and from
any and all loss, fines, penalties, claims, actions or suits, including costs and attorney
fees, both at trial and on appeal, resulting from, or arising out of or in any way coill1ected
with (a) the energy delivered by Seller under this Agreement to and at the Point
Delivery, (b) any facilities on Seller s side of the Point of Delivery, (c) 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 othelWise
, 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 PacifiCoTP.PacifiCorp shall release, indemnify and
hold hannless 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 othelWise, 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.
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 othelWise.
SECTION 12: LIABILITY AND INSURANCE
12.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
Schwendiman Wind Power Project
insurance policy, certified as a true copy by an authorized representative of the issuing insurance
company, shall be furnished to PacifiCorp.
12.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 Tel111ination 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:
12.1 Worker s Compensation insurance which complies with the laws of
the state within which the Wind Facility is located;
12.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 tel111S available in the insurance market for
similar electric generating facilities. Such insurance shall include, but not necessarily be
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;
12.2.3 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 intemlption in 3I1 amount
covering a period of indemnity equal to twelve (12) months. Additional coverages to be
included are:
(a) Catastrophic Perils Insurance not less than 80% of lthe current
replacement cost of plant, building, andlor 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 bask and supplemental extended reporting period coverage or "tail"
reasonably available in the commercial insurance market for each such policy or policies and
Schwendiman Wind Power Project
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 Affiliates, 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 S,eller by this Agreement;
12.This insurance is primary with respect to the interest ofPacifiCorp
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 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
Schwendiman Wind Power Project
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 perfonn its
obligation under this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever perfonnance is affected by the event of Force Majeure, provided that:
13.1.1 the non-perfonning 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.the suspension ofperfonnance shall be of no greater scope and of no
longer duration than is required by the Force Majeure; and
13.1.3
to perfonn.
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.
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 Wible 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.
Schwendiman Wind Power Project
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 tenns of the Agreement are finally held or detennined to be invalid
illegal or void as being contrary to any applicable law or public policy, all other tenns of the
Agreement shall remain in effect. If any tenns are finally held or detennined to be invalid
illegal or void, the Parties shall enter into negotiations concerning the tenns affected by such
decision for the purpose of achieving confonnity 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 tenns 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 of the Facility.
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 fITst 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.
20.2 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.
Schwendiman Wind Power Project
SECTION 21: NOTICES
21 .Al1 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 receiptrequested
Notices PacifiCorp Seller
All Notices PacifiCorp Mr. Tyler Schwendiman *
825 NE Multnomah Street Portland PO Box 262 5304 Tildy Cir
, OR 97232 Ririe ill 83443 Ammon ID 83401
EMail: tyler~holdenmccarty.comAttn: Contract Administration
Suite 600 Phone:[phone]
Phone: (503) 813 - 5956 Val Schwendiman
Facsimile: (503) 813 - 6291 9633 East Hwy 33
Duns: 00-790-9013 Newdale,ID 83436
Federal Tax ill Number: 93-0246090 Phone:[phone]
All Invoices:Attn: Back Office, Suite -6ee- 700 *
Phone: (503) 813 - 5674
Facsimile: (503) 813 - 5580
Scheduling:Attn: Resource Planning, Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 - 6265
Payments:Attn: Back Office, Suite -6BB- 7 0 0*
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: (503) 813- - and (801) 220-
Event of Default 4568 7252*
Facsimile: (503) 813-ne 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.
~2~ *These changes agreed to in the Second Amendment.
Schwendiman Wind Power Project
SECTION 22-SECURITY*
22.Definitions.
22.1.1 Default Security" means $200 000 U., unless otherwise
agreed to in writing.
22.1.2 Letter of Credit" means an irrevocable standby letter of
credit, from an institution that has a long-term senior unsecured
debt rating of "A" or greater from Standard & Poors or "A2" or
greater from Moody , in a form reasonably acceptable to
PacifiCorp, naming PacifiCorp as the party entitled to demand
payment and present draw requests thereunder.
22.Duty to Post Security. Schwendiman, within 5 business days after IPUC
approval of the Second Amendment to this Agreement, shall post a Letter of Credit in the
amount of the Default Security. To the extent PacifiCorp draws on the Letter of Credit
cause the remaining Default Security to drop below $50 000, Schwendiman, within
fifteen (15) days, shall restore the Default Security to no less than $50 000.
22.Right to Draw on Security. PacifiCorp shall have the right to draw on the
Letter of Credit to collect Delay Liquidated Damages, which Schwendiman will begin
accruing, pursuant to Section 2.2 of the Second Amended Power Purchase Agreement, on
August 1 , 2007. Commencing on or about September 1, 2007, PacifiCorp will invoice
Schwendiman for Delay Liquidated Damages incurred during the preceding month. Any
undisputed amount not paid within 30 days of the invoice date shall be drawn on the
Letter of Credit. Billings and payments for Delay Liquidated Damages shall be made in
accordance with Section 9 of this Agreement.
22.4 Additional Security. The amount of Default Security represents the
estimated value of Delay Liquidated Damages, from August 1 , 2007 to the Scheduled
Commercial Operation Date (May 1 , 2008), based on forward price estimates and based
upon Schwendiman s Initial Year Capacity Factor Schedule. In the event PacifiCorp
reasonably determines at any time that the remaining amount of Default Security is less
than the estimated value of Delay Liquidated Damages (due to upward changes in market
price and/or due to Schwendiman s inability to meet the Scheduled Commercial
Operation Date), PacifiCorp may demand that Schwendiman post within 5 business days
additional Default Security equal to the estimated (unpaid) Delay Liquidated Damages.
22.Termination of Letter of Credit.Schwendiman may terminate the Letter
of Credit on the 180th day following commencement of Commercial Operation by
providing PacifiCorp with no less than thirty (30) days advanced written notice of its
intent to do so unless PacifiCorp disputes whether all Delay Liquidated Damages have
been paid.
~2~
*This Section 22 added in its entirety by the Second Amendment.
Schwendiman Wind Power Project
22.Default.Failure to maintain Security in accordance with Section 22.2 and
Section 22.4 until properly terminated in accordance with Section 22.5 shall constitute an
Event of Default, unless cured in accordance with Section 10 .1.1 of this Agreement.
(Remainder of this page intentionally left blank)
SchwendimaTJ Wind Power Project
IN 'WITNESS WHEREOF. the Parties hereto have caused this Agreement to be executed
in their respective Iuunes as ofthe date first above written.
PacifiCom Schwendiman Wind LLC
! ", :
By:(U,tlU (,~ (iL"i.t.,j~'i.----'
c' -~ l .
, "
N.ame: Judi J ahansen
Title: President and CEO Title: rvlJo f?,
'::
~2~
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 fmal configuration of the wind turbines
made by the manufacturer in its nonnal course of business, which does not cause the Facility to
exceed the Maximum Facility Delivery Rate of 10 aMW, would not constitute a default of this
Agreement.. Any change in the manufacturer and/or model of turbine Ii sed in the Facility shall
require the express written consent ofPacifiCorp.
Facility Capacity Rating: 20 000 kW at wind speed between 31 mph and 45 mph
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 ofthe Facility: The Facility is to be constructed in the vicinity ofIdaho 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 twenty 1.0 MW wind turbine
generators manufactured by Nordic Windpower. If revisions are made to the generation units by
the same manufacturer or their specifications, such infonnation 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:1. Introduction
This document derIDes the major system attributes of the Nordic Windpower 1.0 MW Wind
Turbine Generator System intended for this project at this time. Nordic reserves the right to change
any specification contained herein without prior notice. It is the purpose of this document to
provide general infonnation regarding the product represented.
~2~ ~-1tS*This Exhibit A replaces the prior Exhibit A in its entirety.
Schwendiman Wind Power Project
General Specifications
Type Horizontal Axis
Number of Blades
Orientation Upwind
Operation Fixed Speed
Rotor Speed 25 rpm
Control Principle Stall
Hub Height 60m
Primary Braking Air Brake, Turnable Blade Tips
Air Brake Activate/Deactivate Centrifugal Force/Hydraulics
Power Output 1000 kW
Yaw Active
Cut-in Wind Velocity mJs 10 min average
Cut-out Wind Velocity 20 mJs -10 min average
Rotor
Diameter 59m
Swept Area 2734m
Type of Blades Nordic Designed
Tip Speed at Rated Output 71 mJs
Blade
Blade Length 29.
Material Fiberglass Reinforced Epoxy (GRP)
Hub
Type Teeter
Teeter Bearing Elastomeric
Gearbox
Type Planetary & Helical
Gear Arrangement 2 Planetary & 1 Stage Helical
Ratio 1 :62.4
Main Bearings Integrated Turbine Bearings
Cooling Heat Exchanger
Generators
Type Pole Induction with Variable Slip
Operational Speed 1560 rpm
Rated Power 1000 kW
Voltage 690 V AC
Enc1osurelProtection IP54
Cooling Liquid (Glycol-Water)
A- 2
Schwendiman Wind Power Project
Parking Brake
Type Mechanical Disk Brake with Two
Calipers
Acti vate/Deacti vate Springs/Hydraulic Pressure
Yaw System
Type of Motor Rolling Bearing
Drive Motor Three Hydraulic
10.Tower
Type Welded Steel Tube, Painted
Diameter Top/Bottom 1.9/3.
11.Control System
Type Microprocessor
Control Remote
12.Environmental Application Limits
Extreme Wind Speed 55 m/s (standard)
13.Grid Compatibility
Frequency - Continuous 60Hz
Line Voltage - Continuous 690 V AC
Power Factor 1/.99 at 0/100% power
14.Noise Performance
Sound Power Level L W A, ref 100 db (A)
40 db (A) at Distance 330m
15.Weights
Tower 45 tonnes
Nacelle w/ Turbine 29 tonnes
Turbine 17 tonnes
A- 3
EXHIBIT B
POINT OF DELIVERY / PARTIES' INTERCONNECTION FACILITIES
The Schwendiman Wind Power Project is located approximately 11 miles northeast ofIdaho 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 kY A 4 mile, 4/0 ACSR "Penguin" 69 kV
conductor transmission line will connect the project to the PacifiCorp 31.4 mile, Sugar
MilVGoshen - Rigby 69 kV line. The Point ofInterconnection will be located about 3 miles south
of the Dcon 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 also
indicated. The metering point shall be at the substation. The site will be adjusted to
accommodate twenty turbines under the latest configuration.
*This Exhibit B replaces the prior Exhibit B in its entirety.~2~
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Schwendiman Wind Power Project
EXHIBIT C
REQUIRED FACILITY DOCUMENTS
Qualifying Facility Number from FERC:QFO4-60-00 1
The following Documents are required to complete this project:
Easements:
Wind Fall11 Easement Document ITom Property Owner
Permits:
Conditional Use Permit from Bonneville County for Commercial Wind Farm
Bonneville County Building Pe1TI1its for Foundations
State Electrical Permits for Turbines and Substation
Schwendiman Wind Power Project
EXHIBIT D
CAPACITY FACTOR SCHEDULES
Schwendiman Wind Farm Averaged Energy Production
Estimate 20MW Nameplate Capacity, Nordic Wind Turbines
Estimated Ave Monthly NET
Month Generation , kWh MW/mo Capacity Factor
January 4178339.4 28,
February 3068728.22.
March 5090696,34.
April 4511764.31.3%
May 4522168,30.4%
June 3908141.2 5.43 27.
July 3406675.22,
AuQust 3607670.24,
September 3032170,21.1%
October 3221180.21.6%
November 3873421.5 26,
December 3413827,22,
TOTAL 45834784.4 26,
Scheduled Maintenance - Seller will provide a suggested maintenance schedule annually
not to exceed 150 hours per turbine per year.
ent1 rety ,2,
*This Exhibit D replaces the prior Exhibit D in
D- 1
Schwendiman Wind Power Project
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests necessary to detem1ine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to pennit safe and efficient start-up of the 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;
Alanns, 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 detennine 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 transfonners;
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- I
Schwendjman Wjnd Power Project
EXHIBIT F-
WIND SPEED DATA SUMMARIES
The following is excerpted from the injtial meteorologist report for the project:
The on-site met tower is 40 m tall, and was instaBed the end of October 2001. Its latitude (WGS84 reference datum)
is 430 32.336', longitude 111 c 50.850', and elevation 5689 ft. This tower sits atop a knoB. 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 lO-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-Illllikely 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.
Dec 2001 10.13.14.4 14.
Jan 2002 10.15.15.15.
Feb 2002 10.4 14.14.15.2
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
Jut 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 124 12.4 12.
Dec 2002 10.15.4 16.1i1.
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 17.2 18,
Jun 2003 11.2 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%.
Fl- 1
EXHIBIT F-
ENGINEER'S CERTIFICATION
(1) THAT THE FACILITY AVERAGE NET ENERGY ESTIMATE IS 45 834 784 KWH PER
YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT;
Wind data has been collected on and near the Schwendiman wind farm site since the year 2001.
Correlation and other wind data analysis has been performed on all of the available wind data
resulting in a long-term annual average wind speed estimate of 17.4 mph at 40 meters AGL at
the Schwendiman 40 meter wind data tower location. The frequency distribution of the wind
data closely follows a Rayleigh distribution, and the calculated wind shear estimate for the site is
09. Using these figures, wind data and the wind turbine manufacturer s power curve for the
average air density of the site (1.02 kg/m\ annual gross energy production estimates were
performed for the 40 meter data tower site. For a Nordic wind turbine (59 meter rotor, 60 meter
hub height) at the 40 meter data tower location, the gross capacity factor estimate is 35.12%.
Adjusting for the other locations in the proposed wind farm array, the overall wind farm gross
capacity factor estimate is 34.19% for the Nordic wind turbines. Gross to net losses are
calculated at a total of 10%, including array and control losses, electrical distribution losses
icing, turbine availability, etc., which results in an overall wind farm net capacity factor estimate
of 30.8% for the Nordic wind turbines. Adjusting the net wind farm energy production estimate
for monthly variability from year to year in order to fall within the 90/110 band most often, the
average annual net energy production for this wind farm (20 MW of Nordic wind turbines) is
estimated at 45 834 784 kWh. Actual delivery over time will vary from this number according to
the natural wind resource variations in any given year.
(2) THAT THE FACILITY, UNDER A VERAGE DESIGN CONDITIONS, LIKELY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH.
In all of the wind data collected at Schwendiman s and other area anemometer towers, the
highest monthly wind speed average recorded since 2001 was approximately 23.3 mph. Using
this average and data for that month, the calculated wind farm. gross capacity factor for the
Schwendiman wind farm site would have been 47.3%, and net capacity factor for that month
would have been approximately 42.6% for the Nordic wind turbines. This would result in a
monthly average power generation level of 8.52 aMW for Nordic turbines for that particular
wind month, the highest monthly average recorded in the last seven years.
Therefore, under average design conditions with existing data, this project wi1l1ike1y generate no
more than 10aMW in any calendar month.
This engineering certification has been prepared by Idaho Professional Engineer Kurt S. Myers
, 4001 S. Pine Needle Cir., Idaho Falls, Idaho 83404, and is based on a detailed analysis of the
site data and intended generation equipment.
%J;J.
IDAHOPE#12048, Dated: August 12 2007
*This Exhibit F2 replaces the prior Exhibit F2 in its entirety. 0:::2::- / '
-+-
F2- 1