20090528Application.pdf

~~\~~OUNTAIN ECC:
May 28, 2009
201 South Main, Suite 2300
2níJ~\ tî~.Y 28 IU'\ \0: 31 Salt Lake City, Utah 84111
VI OVERNIGHT DELIVERY
Jean D. Jewell
Commission Secreta
Idaho Public Utilties Commssion
472 W. Washington
Boise,ID 83702
Re: Case No. P AC-E-09-05
In the Matter of the Application of PacifiCorp d/b/a Rocky Mountain Power
Company for Approval of a Power Purchase Agreement between PacuiCorp and
Lower Valley Energ Inc.
Dear Ms. Jewell:
Please find enclosed for filing an original and seven (7) copies of Rocky Mountain Power's
Petition for approval in the above-referenced matter.
Informal inquiries may be directed to Ted Weston, Idaho Regulatory Manager at (801) 220-
2963.
Very trly yours,
J ~.Ç\~k.L~ Jp..
Jeffey K. Larsen
Vice President, Reguation
Enclosures
Danel Solander
Senior Counsel, PacifiCorp
201 South Main, Suite 2300
Salt Lake City UT 84111
Telephone: (801) 220 - 4014
FAX: (801) 220 - 3299
Email: Daniel.Solandenß1PacifiCorp.com
R Ë1
Lunsi Mf;'( 28 M~ 10: 31
Attorney for PacifiCorp
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF )
PACIFICORP d//a ROCKY MOUNTAIN )
POWER COMPANY FOR APPROVAL )
OF POWER PURCHASE AGREEMENT )
)
CASE NO. PAC-E-09-05
PETITION
COMES NOW, PacifiCorp, d//a Rocky Mountain Power ("PacifiCorp" or the
"Company"), and pursuat to RP 52, hereby applies to the Idao Public Utilities
Commission (the "Commission") for an order approving the Power Purchase Agreement
between PacifiCorp and Lower Valley Energy, Inc dated May 22, 2009. In support of
this Petition, the Company states as follows:
1. PacifiCorp is an electrical corpration and public utilty doing business
as Rocky Mountan Power in the state of Idao and is subject to the jursdiction of the
Commission with regard to its public utility operations. PacifiCorp also provides retail
electrc service in the states of Uta, Oregon, Wyoming, Washington, and Californa.
2. Lower Valley Energy, Inc. ("Lower Valley") intends to constrct, own,
operate and maintain a ru of river hydroelectrc generating facilty for the generation of
electrc power located in or near the town of Afton, Lincoln County, Wyoming with an
expected nameplate capacity rating of 940-kilowatts (the "Facility"). The Facility wil
PETITION OF PACIFICORP - 1
be a quaified small power production facilty under the applicable provisions of the
Public Utilties Reguatory Policy Act of 1978 ("PUR A").
3. On May 22,2009, PacifiCorp and Lower Valley entered into a Power
Purchase Agreement ("Agreement"). Under the terms of the Agreement, Lower Valley
elected to contract with the Company for an approximate thee year term, expiring May
1,2012. Except as otherwse provided, PacifiCorp will pay Lower Valley non-Ievelized,
Conforming Energy or Non-Conforming Energy Purchase Prices for capacity and energy
adjusted for seasonality and On-PeakOff-Peak Hours in accordance with Commssion
Order 30480 and Errata to Order 30480.
4. The Facility is interconnected to Lower Valley's electrcal system and
Lower Valley will transmit Net Output to PacifiCorp at the Goshen substation in Idaho
via transmission facilties operated by Bonnevile Power Adminstration ("BP A").
Lower V alley will acquie and pay for a transmission services agreement to schedule and
deliver the power to PacifiCorp and PacifiCorp intends to accept scheduled firm delivery
via BPA of Lower Valley's Net Output.
5. The total nameplate capacity of ths Facilty is 940 kilowatts. As
described in Section 7 of the Agrement, Lower Valley will be required to provide data
on the Facility that PacifiCorp will use to determne whether under normal and/or
average conditions: (l) the feasibilty that Facility Net Energy will equal or exceed
4,696,298 kWh in each ful calenda year for the full term of ths Agreement; and (2) the
likelihood that the Facility, under average design conditions, will generate at no more
than 10 MW in any calendar month. Furer, as described in Section 5.3 of the
Agreement, should the Facility exceed 10 average MW on a monthy basis, PacifiCorp
PETITION OF PACIFICORP - 2
will accept the energy ("Inadvertent Energy") that does not exceed the Maximum
Capacity Amount, but will not purchas or pay for this Inadvertent Energy.
6. Paragraph 2.1 of the Agreement provides tht the Agreement will not
become effective until the Commission has approved the Agreement and determined that
the prices to be paid for energy and capacity are just and reasonable, in the public
interest, and that the cost incured by PacifiCorp for purchasing capacity and energy from
Lower Valley are legitimate expenses, all of which the Commission will allow
PacifiCorp to recover in rates in Idaho in the event other jursdictions deny recovery of
their proportionate share of said expenses.
7. Lower Valley has elected June 1,2009, as the Commercial Operation
Date for this Facilty. Varous requirements have been placed upon Lower Valley in
order for PacifiCorp to accept energy deliveries from ths Facility. PacifiCorp will
monitor compliance with these initial requiements. In addition, PacifiCorp will monitor
the ongoing requiements though the full term of this Agreement.
8. The Agreement, as signed and submitted to the Commssion, contas
Non-Levelized Published Avoided Cost Rates in conformity with applicable IPUC
orders. All applicable transmission service charges for delivery of the Net Output from
the Facility to PacifiCorp's electrcal system will be paid by Lower Valley.
9. Service of pleadings, exhbits, order and other documents relating to ths
proceeding should be served on the followig:
Bruce Grswold
Director, Short-Term Origination
PacifiCorp
825 N.E. Multnomah, Suite 600
Portland, OR 97232
bruce. griswold(ipacificorp.com
PETITION OF PACIFICORP - 3
Danel E. Solander
Senior Counel
Rocky Mountain Power
201 S. Main, Suite 2300
Salt Lake City, UT 84111
daniel.solander(iacificorp.com
Ted Weston
Idaho Reguatory Affairs Manager
Rocky Mounta Power
201 South Main, Suite 2300
Salt Lake City, UT 84111
ted. weston(ipacificorp.com
CONCLUSION
NOW, THEREFORE, based on the foregoing, PacifiCorp respectfly requests
that the Commission issue its Order:
(l) Approving the Power Purchase Agreement between Lower Valley and
PacifiCorp without chage or condition; and
(2) Declarng that the prices to be paid for energy and capacity are just and
reasonable, in the public interest, and that the cost incured by PacifiCorp for purchasing
capacity and energy from Lower Valley are legitimate expenses, all of which the
Commission will allow PacifiCorp to recover in rates in Idaho in the event other
jursdictions deny recovery of their proportionate share of said expenses.
DATED this 28th day of May, 2009
Respectfuly submitted,
~~r.. \~,,lr )p_
,
Danel Solander
Attorney for PacifiCorp
PETITION OF PACIFICORP - 4
..... .......,.:....:....:..;...:.:¿:..;::;
C~~~t
20n9 MAY 28 AM 10= 31
POWER PURCHASE AGREEMENT
BETWEN
LOWER V ALLEY ENERGY, INC.
(a non-fueled, non-Ievelized, non-MAG Qualifying Facility located in PacifiCorp Control
Area interconnected to non-PacifiCorp system in Wyoming delivering power to
, PacifiCorp in Idaho-l OaMW /Month or less J
AND
PACIFCORP
Section 1: Definitions. .................................. ......................... ........ ...... .................... ........ ..................... 1
Secton 2: Term, Commercial Operation Date .................................................................................... 7
Section 3: Representations and Warranties ......................................................................................... 9
Section 4: Delivery of Energy and Capacity .....................................................................................11
Section 5: Purchase Prices .................................................................:................................................ 14
Section 6: Operation and Control.........................................................;.............................................15
Section 7: Motive Force...................................................................................................................... 17
Section 8: Meterng ............................................................................................................................. 17
Section 9: Bilings, Computations and Payments ............................................................................. 18
Section 10: Defaults and Remedies ................................................................................................... 18
Section 11: Indemnification ...............................................................................................................20
Section 12: Liability and Insurnce .................................................................................................. 21
Section 13: Force Majeure.................................................................................................................. 23
Section 14: Several Obligations .........................................................................................................24
Section 15: Choice of Law .................................................................................................................24
Section 16: Partial Invalidity .............................................................................................................. 24
Section i 7: Waiver ...... ......... ..... ............. ............. ....... ......... ................... ..... ..... ................... ..... ...... ..... 2S
Section 18: Governmental Jurisdiction and Authorizations .............................................................25
Secion 19: Successors and Assigns................................................................................................... 25
Section 20: Entire Agreement ...............................................................~............................................ 25
Section 21: Notices .............................................................................................................................26
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POWER PURCHASE AGREEMENT ~
THIS POWER PURCHASE AGREEMENT, entered into ths iirJ day of . ,2009,
is between Lower Valley Energy, Inc., a Wyoming Corporation (the "Seller") a d cifiCorp,
an Oregon corporation acting in its regulated electrc utilty capacity ("PacifiCorp"). Seller and
PacifiCorp are referred to collectively as the "Partes" and individually as a "Party".
RECITALS
A. Seller intends to constrct, own operate and maintain a ru of river hydroelectrc
generting facilty for the generation of electrc power located in or near the town of Afton,
Lincoln County, Wyoming with an expected Facilty Capacity Rating of 940-kilowatt (kW)
("Facilty"); and
B. Seller intends to operate the Facilty as a Qualifying Facilty; as such term is defined in
Section 1.37 below.
C. Seller estimates that the average anual Net Output to be delivered by the Facilty to
PacifiCorp is 4,530,244 kilowatt-hour (kWh) pursuant to the monthy Energy Delivery
Schedule in Exhibit D hereto, which amount of energy PacifiCorp will include in its resource
planing; and
D. Seller shall sell and PacifiCorp shall purchase all the Net Output from the Facilty in
accordance with the terr and conditions of this Agrement.
E. Seller intends to trnsmit Net Output to PacifiCorp via trnsmission facilties operated b¥
a third part, and PacifiCorp intends to accept scheduled firm delivery of Seller's Net Output,
under the terms of this Agreement, including the Generation Scheduling Addendum attched as
Addendum W and incorporated contemporaneously herewith.
F. This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jursdictional Cost
Allocation Revised Protocol and, as such, the costs of QF energy under this Agrement shall be
allocated as a system resource unless any porton of those costs exceeds the cost PacifiCorp
would have otherwise incurred acquig comparable resources. In that event, the Revised
Protocol assigns those excess costs on a situs basis to the state in which the Facilty is located. In
addition, for the purposes of inter-jursdictional cost allocation, PacifiCorp represents that the
costs of this Agreement do not exceed the costs PacifiCorp would have otherwise incurred
acquiring resources in the market that are defined as "Comparable Resources" in Appendix A to
the Inter-Jursdictional Cost Allocation Revised Protocol. For the puroses of inter-jursdictional
cost allocation, PacifiCorp represents that the costs and revenues from the energy and capacity
sold to Seller by PacifiCorp wil be assigned on a situ basis to the state to which Net Output
from the Facility is delivered.
NOW, THEREFORE, the Paries mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings:
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1.1 "Adjusted Scheduled Monthly Energy Delivery" shall have the meang set
forth in Section 4.3.
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.
1.3 "Biling Period" meas the time period between PacifiCorp's reading of its power
purchase meter at the Facility and for this Agreement shall coincide with calenda months.
1.4 "Capacity Factor" means, for any given period of time, the Net Output divided
by the product of Facilty Capacity Rating and the total hours in the given period of time.
1.5 "Commercial Operation" means the Facilty is fully operational and reliable, at
not less than ninety percent (90%) of the expected Facility Capacity Rating, and interconnted
and synchronized with the Transmission Entity's System. In order to meet .the requirements for
Commercial Operation, all of the following events shall have occured:
1.5.1 PacifCorp shall have received a certificate addrsed to PacifiCorp
from a Licensed Professional Engieer (a) stating the Facility Capacity Rating of the
Facilty at the anticipated time of Commercial Operation and (b) statig that the Facilty
is able to generate electrc power reliably in amounts required by thi Agreeent and in
accordance with all other terms and conditions of this Agreement;
1.5.2 Start-Up Testing of the Facility shall have been completed;
1.5.3 PacifiCorp has receved an exected copy of Seller's Transmission
Agreement(s); and
1.5.4 PacifiCorp shall have received a certficate addressed to PacifiCorp
from a Licensed Professional Engieer, or an attorney in good standing in Idao or
Wyoming, stating that Seller has obtained all Requied Facility Documents and, if
requested by PacifiCorp in writing, Seller shall have provided copies of any or all such
requested Required Facility Docuents.
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
occured, 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 Opeation, the
original date of receipt of Seller's notice shall be the Commercial Operation Date. IfPacifiCor
notifies Seller within such ten (10) day period that PacifiCorp believes the Facilty 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 PacifiCurp to
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Seller. If Commercial Operation is achieved at less than one hundred percent (100%) of the
expected Facilty Capacity Rating, Seller shall provide PacifiCorp an expected date for achieving
the expected Facility Capacity Ratig, and the Facilty's Capacity Ratig on that date shall be the
final Facilty Capacity Ratig under this Agreement. In no event wil delay in achieving the
expected Facility Capacity Rating beyond the Commercial Operation Date postpone the
Expiration Date specified in Section 2.1.
1.6 "Commercial Operation Date" means the date the Facilty first achieves
Commercial Operation.
i .7 "Commission" meas the Idao Public Utilties Commission.
1.8 "Conforming Energy" meas all Net Energ.delivered to the Point of Delivery
except Non-Confonn Energ.
1.9 "Conforming Energy Price" means the applicable price for Confonng Energy
and capacity, specified in Section 5.1.
1.10 "Contract Year" means a twelve (12) month period commencing at 00:00 hours
Mountain Prevailig Time ("MPT") on January 1 and ending on 24:00 hours MPT on
December 31; provided. however, that the fist Contrct Yea shall commence on the Commercial
Operation Date and end on the next succeedi December 31, and the last Contract Yea shall end
on the Expirtion Date, uness ealier terted as provided her.
1.11 "Delay Liquidated Damages", "Delay Period", "Delay Price" and "Delay
Volume" shall have the meags set fort in Section 2.3 of this Agreeent;
1.12 "Effective Date" shall have the meanig set forth in Section 2.1 of this Agreement.
1.13 "Energy Delivery Schedule" shall have the meaning set fort in Section 4.2 of
this Agreement.
1.14 "Expiration Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
1.15 "Facilty" meas Seller's project, including the Seller's Interconnection Facilities,
as described in the Recitals, Exhibit A, and Exhibit B.
1.16 "Facilty Capacity Rating" meas the sum of the Nameplate Capacity Ratigs
for all generators comprising the Facility.
1.17 "Force Majeure" has the meaing set fort in Section 13.1.
1.18 "Generation Scheduling Addendum" means Addendum W, the portion of this
Agreement providing for the measurement, scheduling, and delivery of Net Output from the
Facility to the Point of Delivery via a non-PacifiCorp Transmission Entity(s).
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1.19 "Inadvertent Energy means energy delivered to the Point of Interconnection (1)
in excess of the Maxum Monthly Purchase Obligation; or (2) at an average hourly rate
exceedig the Maxmum Facility Delivery Rate. Inadvertent Energy is not included in Net
Output.
1.20 "Index Price" shall mean the weighted average of the daily On-Peak and Off-Peak
Dow Jones Palo Verde index prices for firm energy. For Sunday and NERC holidays, the 24-
Hour Index Pnce shall be used, uness Dow Jones TM shall publish a Firm On-Peak and Fir Off-
Peak Price for such days for Palo Verde, in which event such indices shall be utilzed for such
days. If the Dow Jones TM index or any replacement of that index ceases to be published durig
the term of this Agreement, PacifiCorp shall select as a replacement a substantially equivalent
index that, after any appropriate or necessar adjustments, provides the most reasonable
substitute for the index in question. PacifiCorp's selection shall be subject to Seller's consent,
which Seller shall not uneasonably withold, condition or delay.
1.21 "Initial Year Energy Delivery Schedule" shall have the meanig set forth in
Section 4.2.1.
1.22 "Interconnected Utilty" means Lower Valley Energy, Inc., the operator of the
electric utility system at the Point of Interconnecion.
1.23 "Interconnection Facilties" means all the facilities and ancilar equipment used
to interconnect the Facilty to the Interconnected Utilty, including electrical transmission lines,
upgrades, transformers, and associated equipment, substations, relay and switching equipment,
and safety equipment.
1.24 "Licensed Professional Engineer" meas a person acceptable to PacifiCorp in
its reasonable judgent who is licensed to practice engieerig in the state of Wyoming, who has
trainig and expenence in the engieeg discipline(s) relevant to the matters with respet to
which such person is called to provide a certfication, evaluation and/or opinion, who has no
economic relationship, assQciation, or nexus with the Seller, and who is not a representative of a
consulting engieer, contractor, designer or other individual involved in the development of the
Facilty, or of a manufacter or supplier of any equipment installed in the Facility. Such
Licensed Professional Engiee shall be licensed in an appropriate engieeg disciplin for the
required certification being made. The engagement and payment of a Licesed Professional
Engieer solely to provide the certifications, evaluations and opinions requird by this Agreement
shall not constitute a prohibited economic relationship, association or nexus with the Seller, so
long as such engieer has no other economic relationship, association or nexus with the Seller.
1.25 "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.
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1.26 "Maximum Curtailed Facilty Delivery Rate" meas the maxum
instantaneous rate (kW) at which the Facility is capable of deliverig Net Output at the Point of
Interconnection durg a Qualifyng Curilent.
1.27 "Maximum Facilty Delivery Rate" means the maxum instantaneous rate
(kW) at which the Facility is capable of deliver Net Output at the Point of Interconnection, as
specified in Exhibit A, and in compliance with the Facility's generation interconnection
ageement, if applicable.
1.28 "Maximum Monthly Purchase Obligation" meas the maxum amount of
energ PacifiCorp is obligated to purchase under ths Agreement in a caendar month, In .
accordance with Commssion Order 29632, the Maxum Monthly Purchase Obligation for a
given month, in kWh, shall equa 10,000 kW multiplied by the total number of hour in that
month.
1.29 "Motive Force Plan" shall have the mea set forth in Section 7 of this
Agreement.
1.30 "Nameplate Capacity Rating" meas the maxum instataneous generting
capacity of any qualifying small power or cogenertion generting unit supplying all or part of
the energy sold by the Facility, expressed in MW, when operated consistent with the
manufactuer's recommended power factor and operatig parameters, as set fort in a notice from
Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable, updated
in the As-built Supplement.
1.31 "Net Energy" meas the energ component, in kWh, of Net Output.
1.32 "Net Output" means all energy and capacity produced by the Facilty, less station
use and less transformation and transmission losses and other adjustments, if any. For purposes
of calculating payment under this Agrement, Net Output of energy shall be the amount of
energy flowing through the Point of Interconnection, less any station use not provided by the
Facility. Net Output does not include Inadverent Energy.
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1.33 "Non-Conforming Energy" mean for any Biling Period: (1) that portion of Net
Energy delivered to the Point of Delivery in exces of 110% of the Scheduled Monthly Energy
Delivery for that Biling Period delivered subsequently to that intial i 10%; or (2) all Net Energy
delivered to the Point of Deliver when Net Energy delivered is less than 90% of the Scheduled
Monthly Energ Deliver for that Biling Perod; or (3) all Net Output produced by the Facility
prior to the Commercial Operations Date.
1.34 "Non-Conforming Energy Price" means the applicable pnce for Non-
Conforming Energ and capacity, specified in Section 5.1.
i.35 "Off-Peak Hours" means all hours of the week that ar not On-Peak Hours.
1.36 "On-Peak Hours" meas hours from 7:00 a.m. to 11 :00 p.m. Mountain Prevailing
Time, Monday through Saturday, excluding Western Electricity Coordinating Council (WCC)
and North America Electric Reliability Corporation (NERC) holidays.
1.37 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting in
its transmission fuction capacity.
1.38 lip oint of Delivery" means PacifiCorp's 161 kV busbar at the Goshen Substation,
Idao the point of interconnection between Bonnevie Power Administration's system and
PacifCorp's system where PacifCorp has agree to receive Seller's Net Output.
1.39 "Point of Interconnection" means the high voltage side of Seller's step-up
transformer at the point of interconnection between Seller's Facility and the Interconnected
Utility's system.
1.40 "Prime Rate" means the rate per anum equal to the publicly anounced prime
rate or reference rate for commercial loans to lare businesses in effect from tie to time quoted
by JPMorgan Chase & Co. ifa lPMorgan Chase & Co. prime rate is not available, the applicable
Prime Rate shall be the anounced prime rate or reference rate for conuercialloans in effect from
time to time quoted by a bank with $10 billon or more in assets in New York City, N.Y.,
selected by the Pary to whom interest based on the prime rate is being paid.
i A i "Prudent Electrical Practices" meas any of the practces, methods and acts
engaged in or approved by a signifcat portion of the eleccal utility industry or any of the
practices, methods Or acts,. which, in the exercise of reasonable judgment in the light of the facts
Iaown 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 Electrcal
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 spectrm of possible practices, methods or acts.
1.42 "Qualifying Curtailment" shall have the meanig set forth in Section 4.3.
1.43 "QF" meas "Qualifying Facilty", as that term is defined in the version of
FERC Regations (codied at 18 CFR Par 292) in effect on the date of this Agreement.
1.44 "Replacement Period", "Net Replacement Power Costs", "Replacement
Price" and "Replacement Volume" shall have the meas set forth in Section lOA of this
Agreement;
1045 "Required Facilty Documents" means all material licenses, permits,
authorizations, and ageements necessar for construction, operation, and maitenance of the
Facility, including without limitation those set forth in Exhibit C.
1.46 "Scheduled Commercial Operations Date" means the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.5.
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1.47 "Scheduled Maintenance Periods" means those times scheduled by Seller with
advance notice to PacifiCorp as provided in Section 6.2 unless otherwse mutually aged.
1.48 "Scheduled Monthly Energy Delivery" means the Net Energy scheduled to be
delivered to the Point of Delivery durg a given calenda month, as specified by Seller in the
Energy Delivery Schedule.
1.49 "Start-Up Testing" means the completion of required factory and star-up tests
as set forth in Exhibit E hereto.
1.50 "Subsequent Energy Delivery Schedule" shall have the meag set forth in
Secion 4.2.3.
1.51 "Tanff'mean the PacifCorp FERC Electrc Tarff Fift Revised Volume No.1 1
Pro Forma Open Access Transmission Tariff, as revised from tie to time.
SECTION 2: TERM, COMMERCIAL OPERATION DATE
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1.52 "Transmission Agreement(s)" mean the ageement(s) (or contemporaneous
agreements) between Seller and the Transmitting Entity(s) providing for Sellêr's unnterptible
right to transmit Net Output to the Point of Deliver.
1.53 "Transmitting Entity(s)" means the Bonnevile Power Administration, the (non-
PacifiCorp) operator(s) of the transmission system(s) between the Point of Interconnection and
the Point of Delivery.
2.1 This Agreement shall become effective afer exection by both Paries and after
approval by the Commssion ("Effective Date"); provided, however, ths Agrent shall not
become effective until the Commssion bas determined that the prices to be paid for energ and
capacity are just and reasonable, in the public interest, and that the costs incurd by PacifiCor
for purchases of capacity and energy from Seller are legtimate expenses, all of which the
Coimission wil allow PacifiCorp to recover in rates in Idaho in the event other jursdictions
deny recovery of their proportonate share of said expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect until May 1,
2012 ("Expiration Date").
2.2 Time is of the essence of this Agrment, and Sellers ability to meet cerain
requirements prior to the Coimercial Operation Date and to achieve Commercial Operations by
the Scheduled Commercial Operation Date is crtically important. Therefore,
7
2.2.1 By May 22, 2009, Seller shall use best efforts to obtain and provide
to PacifiCorp copies of all governental permts and authonzations necessary for
construction ofthe Facility.
2.2.2 By May 22, 2009, Seller shall provide PacifiCorp with a copy of an
executed Transmission Agreement(s), which shall be 'consistent with all materal terms
and requirements of this Agrement.
2.2.3 By May 22, 2009, 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 prime mover(s) specified in Exhibit A.
2.2.4 Prior to Commercial Operation Date, Seller shall provide PacìfiCorp
with an As-built Supplement acceptable to PacifiCorp.
2.2.5 By June 1, 2009, Seller shall have achieved Commercial Operation
("Scheduled Commercial Operation Date").
2.2.6 PacifiCorp has received an executed copy of Exhibit H-8eller's
Interconnection Request.
2.3 Seller shall cause the Facility to achieve Commercial Operation on or befor the
Scheduled Commercial Operation Date. If Commerial Operation occurs after the Scheduled
Commercial Operation Date, Seller shall be, liable to pay PacifiCorp delay damages for the
hunberofdays("Delay Period") the Commercial Operation Date occus after the Scheduled
Commercial Operation Date, up to a tota of 120 day~ ("Delay Liquidated Damages"). Bilings
and payments for Delay Liquidated Damages shall be made in accordance with Section 9. Any
undisputed amount of Delay Liquidated Damages not paid within 30 days of the invoice date
shall be drawn on the Delay Securty.
Delay Liquidated Damages equas the sum of the Delay Price times the Delay Volume, for
each day of the Delay Period.
Where:
"Delay Price" equals the positive difference, if any, of the Index Price minus the
weighted average ofthe On-Peak and Off-Peak monthly Conforming Energy Prices; and
"Delay Volume" equals the applicable Scheduled Monthly Energy Delivery divided by
the number of days in that month.
The Parties agree that the damages PacifiCorp would incur due to delay in the Facilty achieving
Commercial Operation on or before the Scheduled Commercial Operation Date would be diffcult
or impossible to predict with certainty, and that the Delay Liquidated Damages are an
appropriate approximation of such daages.
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2.3.1 Duty to Post Securty. Seller, within thirty (30) days after
Commission approval of this Agrment, shall provide Delay Securty in the amount
determned pursuant to 2.3.2 and in a form deemed acceptable by Section 2.3.3.
2.3.2 Delay Secty Amount. PacifiCorp shall calcuate the amount of
Delay Secuty by makg good faith forecast of Delay Liquidated Damages, as calculated
in Section 2.3, for each month of the potential 120 day delay period. The Delay Securty
will be $0.
2.3.3 Acceptable Forms of Secty. Seller shall provide Delay Securty in
the form of:
Letter of Credit: An irevocable standby letter of credit, from an institution that
has a long-tenn senior unsecued debt rating of "A" or greater from Standard &
Poor's or "A2" or greater from Moody's, iii a form reasonably acceptable to
PacifiCorp. naming PacifiCorp as the. part entitled to demand payment and
present draw requests thereunder;. or .
Cash Escrow: fuds deposited in an escrow account established by the Seller in a
banng institution acceptable to both Pares.
2.3.4' Teration of Delay Security. Seller may terminate or withdraw
the Delay Secuty on the i 80th day following commencement of Commercial Operation
by providing PacifiCorp with no less than thirty (30) days advanced wrtten notice of its
intent to do so unless PacifiCorp disputes whether all Delay Liquidated Damages have
been paid.
SECTION 3: REPRESENTATIONS AND WARRANTIES
3.1 PacifiCorp represents, covenats, and warts to Seller that:
3.1.1 PacifiCorp is duly orgzed and validly exsting under the laws of
the State of Oregon.
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to pedorm accordig to the terms of this Agreement.
3.1.3 PacifiCorp has taen all corporate actions required to be taken by it
to authorize the exection, deliver and performance of this Agreeent and the
consummation of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contrvene any provision of, or constitute a default under, any
indenture, mortgage, or other materal ageement binding on PacifiCorp or any valid order
of any cour, or any regulatory agency or other body having authority to which
PacifiCorp is subject.
9
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3.1.5 Subject to Connission approval, this Agreement is a valid and
legally binding obligation ofPacifiCorp, enorceable agaist PacifiCorp in accordace with
its terms (except as the enforceability of this Agreement may be limited by bankptcy,
insolvency, ban moratorium or simlar laws affecting creditors' rights generlly 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 considerd in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warts to PacifiCorp that:
3.2.1 Seller is a Wyoming corporation duly organzed and validly existing
under the laws of Wyoming. .
3.2.2 Seller has the requisite power and authority to enter into ths
Agreement and to perform according to the terms hereof, includin all required regatory
authority to make wholesale sales from the Facilty.
3.2.3 Seller's shareholders, directors, and officers have taken all actions
required to authorize the execution, delivery and performance of this Agrement and the
consumation of the transactions contemplated hereby.
3.2.4 The exection and delivery of this Agreement does not contravene
any provision of, or constitute a default under, any indentue, mortgage, or other material
agreement binding on Seller or any valid order of any cour, or any reglatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally bindin obligation of Seller,
enforceable agaist Seller in accordance with its terms (except as the enforceability of this
Agreement may be limited by bankptcy, insolvency, ban moratorium or similar laws
affecting creditors' rights generally and laws restricting the availability of equitable
remedies and except as the enforceabilty of this Agreement may be subject to general
principles of equity, whether or not such enforceabilty is considered in a proceeing at
equity or in law).
3.2.6 The Facilty is and shall for the term of this Agrement continue to
be a QF. Seller has provided the appropriate QF certfication,. which may include a
Federal Energy Regulatory Connission self-cetification to PacifiCorp prior to
PacifiCorp's execution of ths Agreement. At any time PacifiCorp has reason to believe
durig the term of this Agreement that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written legal opinion from an attorney in
good standing in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facility, stating that the Facility is a QF and providing
suffcient proof (including copies of all documents and data as PacifiCorp may request)
10
demonstrating that Seller has maintained and wil continue to maitain the Facility as a
QF.
3.2.7 Neither the Seller nor any of its pricipal equity owners is or has
within the past two (2) years been the debtor in any bankptcy proceding, is unable to
pay its bils in the ordiar course of its business, or is the subject of any legal or
regulatory action, the result of which could reaonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement.
3.2.8 Seller has not at any time defaulted in any of its payment obligations
for electrcity purchased from PacifiCorp.
3.2.9 Seller is not in default under any of its other agrents and is
cunt on all of its fmancial obligations.
3.2.10 Seller owns all right, title and interest in and to the Facility, free and
clear of all liens and encumbraces other than liens and encumbraces related to third-
party finacin of the Facilty.
3.3 Notice. If at any time dung ths Agreement, any Party obtains actal knowledge
of any event or information which would have caused any of the representations and warnties
in this Section 3 to have been materialy untre or misleading when made, such Par shall
provide the other Pary with wrtten notice of the event or information, the representations and
warrnties affected, and the action, if any, which such Part intends to take to make the
representations and warrties tre and correct. The notice required pursuant to this Section
shall be given as soon as practicable after the ocurence of each such event.
SECTION 4: DELIVERY OF ENERGY AND CAPACITY
4.1 Delivery and Acceptance of Net Output-Unless otherwise provided herein,
PacifCorp will purchase and Seller will sell all of the Net Output from the Facilty.
4.2 Energ Deliver Schedul~eller shall prepare and provide to PacifiCorp, on an
c;ingoing basis, a written schedule of Net Energy exected to be delivered to the Point of Deliver
by the Facility ("Energy Delivery Schedule"), in accordance with the following:
4.2.1 Durng the fit twelve full calenda months following the
Commercial Operations Date, Seller predicts that the Facilty wil produce and deliver to
the Point of Delivery the following monthly amounts ("Initial Year Energy Delivery
Schedule"):
Month
January
Energy Delivery (kWh)
193,440
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February 147,840
March 163,680
April 282,939
May 562,150
June 671,287
July 677,951
August 550,511
September 382,459
October 374,729
November 300,058
December 223,200
4.2.2 Seller may revise the Initial Yea Energy Deliver Schedule any time
prior to the Commercial Operation Date.
4.2.3 Begiing at the end of the ninth full calendar month of operation,
and at the end of every 3rd month thereafter, Seller shall supplement the Energy Delivery
Schedule with three additional months of forward estimates (which shall be appended to
this Agreement as Exhibit D) ("Subsequent Energy Delivery Schedule"), such that
the Energy Delivery Schedule wil provide at least six months of scheduled energy
estimates at all times. Seller shall provide Subsequent Energy Delivery Schedules no later
than 5:00 pm of the 5th day after the due date. If Seller does not provide a Subsequent
Energy Delivery Schedule by the above deadline, scheduled energy for the omitted period
shall equal the amounts scheduled by Seller for the same thee-month period dur the
previous year.
4.2.4 Begiing 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 imedate next thee months of previously provided Energ Delivery
Schedules, 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 Energ Delivery Schedules. Failure to provide timely written notice of changed
amounts wil be deemed to be an election of no change.
4.3 Adjustment of Energy Delivery Schedule. If PacifiCorp is excused from accepting
all or part of Seller's Net Output due to the occurrence of circumstances specified in Section
6.3.1 and 6.3.2 and, or if Seller is excused from delivery due to the occwrence of circumstaces
specified in Section 6.4, or due to a combination thereof ("Qualifying Curtailment') the
Scheduled Monthly Ener Delivery will be adjusted, pro rata ("Adjusted Scheduled Monthly
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Energy Delivery"). The Adjusted Scheduled MontWy Energy Delivery shall be calculated as
follows:
SMED(adj)= SMED*(i- ~(HCi *DRm-DRCi))i..) Ht DRm
Where:
SMED =
SMED(adj)=
Hc¡=
Ht ==
Scheduled Monthly Energy Delivery for the month in which the
curlment occurs
Adjusted Scheduled Monthy Energy Delivery for the month in
which culment occur
total hours of the Qualifing Curilment in the month subject of
this calculation
tota hours in the month in which curtailment occurs
DRc¡ == the Maximum Cuiled Facility Delivery Rate
DRm == the Maximum Facilty Deliver Rate
i = a Qualifying Curilment
n == the number of Qualifyg curilments in the month
Where Qualifyg Curilments overlap, each distict period of overlap shall be
calculated as a separte Qualifyg Curilment such that no hour with a month
may figue into more than one Quaifying Cuilment.
4.4 Termination for Non-availabilty. Unless excued by an event of Force Majeure,
Seller's failur to deliver any Net Ener to the Point of Delivery for a continuous period of thee
months shall constitute an event of default.
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SECTION 5: PURCHASE PRICES
5.1 Energy Purchase Price. Except as provided in Section 5.3, PacifiCorp wil pay
Seller non-Ievelized, Conforming Energy or Non-Conforming Energy Purchase Prices for capacity
and energy adjusted for seasonality and On- PeakOff-Peak Hours using the following formulae, in
accordance with Commission Order 30480 and Errata to Order 30480:
Conforming Energy Purchae Price = ARe * MPM
Non-Conforming Energy Purchase Price = Minimum of (ARe * MPM; PV-85)
Where "ARce" is the Conforming Energy annual rate from
Table 1; "MPM"is the appropriate monthly On-Peak or Off-Peak multiplier from Table 2; and
"PV-85" is 85% of the monthly weighted averge of the daily On-Pea and Off-Peak Dow Jones
Palo Verde Index for firm energy. The appropriate MPM depends on the month of delivery and
whether the hour of delivery is On-Peak or Off-Peak. Example calculations are provided in
Exhibit G.
Table 1: Conforming Energy Annual Rates
Conforming Energy
Annual Rate (ARc)
Year S/MWh
2009 76.73
2010 75.83
2011 77.95
2012 .80.24
Table 2: Monthly On-PeaklOff-Peak Multipliers
Month On-Peak Off-Peak
Hours Hours
Januar 103%94%
Februarv 105%97%
M.arch 95%80%
Anril 95%76%
Mav 92%63%
June 94%65%
Julv 121%92%
August 121%106%
Sentember 109%99%
October 115%105%
November 110%96%
December 129%120%
5.2 Payment
For the Billng Period in each Contract Year:
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5.2.1 If Net Energy delivered to the Point of Delivery is between 90% and
110% of the Scheduled Monthly Ener Deliver, then:
Payment = Conforming Energy (kWh) times Conformin Energy Purchase Price
($/MWh) divided by 1000.
5.2.2 ifNet Energ delivered to the Point of Delivery is less than 90% of
the Scheduled Monthy Ener Deliver, then:
Payment = Non-Conformg Ener (kWh) ties Non-Conformng Energy
Purchase Price ($/M) divided by 1000.
5.2.3 ifNet Energy delivere to the Point of Delivery is grater than 110%
of the Scheduled Monthly Energy Delivery, then
Payment = Conform Energ (kWh) times Conforming Ener Purchase Price
($/MWh) divided by 1000 plus Non-Conforming (kWh) ties Non-Conform Ener
Purchase Price ($/M) divided by 1000.
5.3 Inadverent EnemY. PacifiCorp may accept Inadvertent Energy at its sole
discretion, but will not purchase or pay for Inadverent Energ.
SECTION 6: OPERATION AND CONTROL
6.1 Seller shall operate and maintain the Facility in a safe maner in accordace with
this Agreement, the Facility's genertion interconnection agreement, if applicable, Trasmission
Agreement(s), Prudent Electrcal Practices and in accordance with the requirements of all
applicable federal, state and loclaws and the National Electrc Safety Code as such laws and
code may be amended from time to time. PacifiCorp shall have no obligation to purchase Net
Output from the Facility to the extent the interconnection between the Facility and the Point of
Delivery is disconnected, suspended or interrpted, in whole or in par, pursuant to the
Facility's generation interconnection agreement, if applicable, or Transmission Agreement(s), or
to the extent genertion curailment is required as a result of Seller's non-compliance with the
F:acilty's generation interconnection agreement, if applicable, or Transmission Agreement(s).
PacifiCorp shall have the right to inspect the Facility to confi that Seller is operating the
Facilty in accordace with the provisions of this Section 6.3 upon reasonable notice to Seller.
Seller is solely responsible for the operation and maitenace of the Facility. PacifiCorp shall
not, by reason of its decision to inspect or not to inspect the Facility, or by any action or
inaction taken with respect to any such inspection, assume or be held responsible for any
liability or occurence arsing from the operation and maintenance by Seller of the Facility.
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6.2 Seller may cease operation of the entire Facilty or any individual unt for
Scheduled Maintenance Periods for each calendar year at such times as ar provided in the
monthly operating schedule set forth as Exhibit D.
6.3 Energy Acceptance
6.3.1 PacifiCorp shall be excused from accepting and paying for Net
Output or accepting Inadverent Energ 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
Majeure, or if PacìfiCorp determnes that curtailment, interrption or reduction of Net
Output or Inadvertent Energy deliveres is necsar because of line constrction or
maintenance requirements, emergencies, electrcal system operating conditions on its
system or as otherwse required by Prudent Electrca Practices. If, for resons other than
an event of Force Majeur, PacifiCorp requires such a curtailment, interrption or
reduction of Net Output deliveries for a period that exceeds twenty (20) days, beging
with the twenty-first day of such interrption, curilment or reduction, Seller wil be
deemed to be deliverig Net Output at a rate equivalent to the pro rata daily average of
the amounts specified for the applicable month in the Energy Deliver Schedule under
Section 4.2 unadjusted by Section 4.3. PacifCorp wil notify Seller when the
interrption, curtailment or reduction is termted.
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 becuse the interconnection between the Facility and
PacifiCorp's system is disconnected, suspended or interrpted, in whole or in par,
pursuant to the Facility's generation interconnection agreement, if applicable, or
Transmission Agreeent(s), (b) durig times and to the extent that such energy is not
delivered becuse the Transmission Entity Curails (as defied in the Tarff Transmission
Servce (as defined in the Tarff to PacifiCorp pursuant to the terms of the Tarff, or (c)
durng times and to the extent that an event of Force Majeure prevents either Pary from
delivering or receivig such energy.
6.3.3 Under no circumstances wil the Seller deliver Net Output anor
Inadvertent Energy from the Facility to the Point of Delivery in an amount that exceds
the Maximum Facility Delivery Rate, except as provided in Addendum W. Seller's
failure to limit deliveres to the Maxum Facilty Delivery Rate shall be a Material
Breach of this Agreement.
6.4 Seller Declared Suspension of Energ Deliveries.
6.4.1 If the Seller's Facilty 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, afr 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 hour to corrt the
forced outage condition ("Declared Suspension of Energy Deliveries"). The Seles
Declared Suspension of Energy Deliveries wil begi at the star of the next full hour
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following the Sellers notification as specified in Section 6.4.2 and wil continue for the
time as specified (not less than 48 hour) in the wrtten notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occued, the
Scheduled Monthly Energy Deliver will be adjusted as specifed in Section 4.3.
6.4.2 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~acificorp.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 maitenance, and to perfonn unscheduled maintenance
durg Off-Peak Hours. The begig hour of the Declard Suspension of Energy
Deliveries wil be at the earliest the next full hour after mang contact with PacifiCorp.
The Seller wiL, within 24 hours after the telephone contact, provide PacifiCorp a wrtten
notice in accordace with Section 21 declar the begig hour and durtion of the
Declard Suspension of Ener Deliveres and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energ Deliveres. PacifiCorp wil review
the documentation provided by the Seller to detere PacifiCorp' s acceptance of the
described forced outage as qualifyng for a Declard Suspension of Energ Deliveries as
specified in paragrph 6.4.1. PacifiCorp's acceptance of the Seller's forced outage as an
acceptable forced outage will be based upon the clea 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 Sellers Facility. Seller
agees to retain al perormance related data for the Facilty for a minum of
thre years,
and to cooperate with PacifCorp in the event PacifiCorp decides to audit Seller's
reporting of Facilty Net Output and Adjusted Scheduled Monthly Energ Delivery.
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SECTION 7: MOTIVE FORCE
Prior to the Effective Date of this Agreement, Seller provided to PacifiCorp an engineering
report, demonstrting to PacifiCorp's reasonable satisfaction: (1) the feasibilty that Facility Net
Energy will equal or exceed 4,696,298 kWh in each ful calendar year for the full term of this
Agreement; and (2) the likelihood that the Facilty, under average design conditions, wil
generate at no more than 10 aMW in any calendar month ("Motive Force Plan") acceptable to
PacifiCorp in its reasonable discretion and attched hereto as Exhibit F-l, together with a
certification from a Licensed Professional Engineer attached hereto as Exhibit F-2, certifying to
PacifiCorp that the Facility can reasonably be expected to perform as predicted in the Motive
Force Plan for the durtion of this Agreement.
SECTION 8: METERING AT THE POINT OF INTERCONNECTION
8.1 Metering shall be performed at the loction and in a maner consistent with this
Agreement, as specified in Exhibit B. Seller shall provide to PacifiCorp metered Facility Net
Output in hourly increments, and any other energy measurements required to administer this
Agreement. If the Transmitting Entity(s) requires Seller to telemeter data, PacifiCorp shall be
entitled to receive the same data Seller provides to the Transmitting Entity, if such data is useful
to PacifiCorp's adminstration of this Agrement. Seller's metered output shall be adjusted to
account for electrcal losses, if any, between the point of metering and the Point of
Interconnection ("adjusted metered output"). The loss adjustment shall be 2% of the kWh
energy production recorded on the Facility output meter until actually measured and confined in
letter agreeent between the Paries. Subject to other provisions applicable to Net Output in
this Agreement (e.g., disallowance of Inadvertent Energy), PacifiCorp shall subtrct Seller's
station servce load from Seller's adjusted metered output to determine Net Output.
8.2 Seller shall pay for the installation, testing, and maintenance of any meterig
required by Section 8.1, and shall provide reasonable access to such meters. PacifiCorp shall
have reasonable access to inspection, testing, repair and replacement of the metering equipment.
If any of the inspections or tests discloses a measurement error exceeding two percent (2%),
either fast or slow, proper correction, based upon the inaccurcy found, shall be made of
previous readings for the actual period during which the metering equipment render inaccurate
measuements. Any correction in billigs or payments resulting from a correction in the meter
records shall be made in the next monthly biling or payment rendered following the repair of the
meter, or durng the shortest reasonable perod.
SECTION 9: BILLINGS, COMPUTATIONS AND PAYMENTS
9.1 On or before the thirtieth (30th) day following the end of each Bilin Period,
PacifiCorp. shall send to Seller payment for. Seller's deliveres of Net Output to PacifiCorp,
together with computations supportig such payment. PacifiCorp may offset any such payment
to reflect amounts owing from Seller to PacifiCorp pursuant to this Agrent and any other
agreement(s) between the Partes.
9.2 Any amounts owing after the due date thereof shall bear interest at the Prme Rate
plus two percent (2%) from the date due until paid; provided, however, that the interest rate
shall at no time exceed the maxum rate allowed by applicable law.
SECTION 10: DEFAULTS AND REMEDIES
10.1 The following events shall constitute defaults under this Agreement:
10.1.1 Seller's failure to make a payment when due under this Agreeent,
or maintain insurance in conformance with the requirements of Section 12 of this
Agreement, if the failure is not cured within ten (l0) days after the non-defaulting Party
gives the defaulting Pary a notice of the default.
10.1.2 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 wrtten
notice.
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10.1.3 Seller's failure to cure any default under any commercial or financing
agreements or instrment (including the Facilty's generation interconnection agrement, if
applicable) within the time allowed for a cue under such agreement or instrment.
10.1.4 A Pary (a) makes an assignent for the benefit of its creditors; (b)
files a petition or otherise commences, authorizes or acquiesces in the commencement of
a proceeding or cause of action under any banptcy or simlar law for the protection of
creditors, or has such a petition filed agast it and such petition is not withdrawn or
dismissed within sixty (60) days after such filing; (c) beomes insolvent; or (d) is unable
to pay its debts when due.
10.1.5 A Material Adverse Change has occured with respect to Seller and
Seller fails to provide such performance assurances as are reasonably requested by
PacifiCorp, withi fifteen (15) days from the date of such request.
10.1.6 Failur to maitai Delay Secty in accordace with Section 2.3.1
until properly terinated in accordace with Section 2.3.4.
10.1.7. A Par otherise fais to perform any material obligation (includi
but not limited to failure by Seller to meet any deadline set fort in Section 2.2) imposed
upon that Party by this Agreeent if the faiure is not.cure within thirty (30) days after
the non-defaulting Party gives the defaulting Par notice of the default; provided,
however, that, upon wrtten notice from the defaulting Pary, this thirty (30) day period
shall be extended by an additional niety (90) days if (a) the failure caot reasonably be
cured within the thirty (30) day period despite diligent efforts, (b) the default is capable
of being cured withn the additional niety (90) day perod, and (c) the defaultig Pary
commences the cure within the origial thiry (30) day period and is at all ties thereafter
diligently and contiuously proceedig to cure the failur.
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10.2 In the event of any default hernder, the non-defaulting Pary must notify the
defaulting Party in writing of the cicumstances indicating the default and outlnig the
requirments to cure the default. If the default has not been curd within the prescrbed time,
above, the non-defaulting Party may terminate this Agreeent at its sole discretion by deliveri
written notice to the other Party and may pursue any and all legal or equitable remedes provided
by law or pursuant to this Agrent. The rits provided in this Section 10 are cumulative such
that the exercise of one or more rights shaIl not constitute a waiver of any other rights.
10.3 In the event this Agrment is termnated because of Seller's default and Seller
wishes to agai sell Net Output from the facilty usin the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of this Agrment, including but not limted to the purchase prices as set forth in
(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
PacifiCorp agree to execute a wrtten document ratifying the term of this Agreement.
10.4 If this Agreement is ternated as a result of Seller's default, Seller shall pay
PacifiCorp for the energ 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 admstrative cost to acquire the replaceent power ("Net Replacement Power
Costs"). Net Replacement Power Costs equals the sum of the Replacement Price times the
Replacement Volume for each day of the Replacement Penod, plus the estimated admstrtive
cost to the utility to acquire replacement power.
Where:
"Replacement Price" equals the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and Off-Peak Conforming Energy Prices; and
"Replacement Volume" equals the applicable Scheduled Monthly Energy Delivery
divided by the number of days in that month.
10.5 Upon an event of default or termination event resulting from default under this
Agrement, in addition to and not in limitation of any other nght or remedy under this Agreement
or applicable law (including any right to set-off, counterclaim, or otherwise withold payment),
the non-defaulting Party may at its option set-off, agaist any amounts owed to the defaulting
Party, any amounts owed by the defaulting Party under any contract(s) or agreeent(s) between
the Paries. The obligations of the Parties shall be deemed satisfied and di'Scharged to the extent
of any such set-off. The non-defaulting Party shall give the defaulting Party wrtten notice of
any set-off, but faiur to give such notice shall not affect the validity of the set-off.
. 1 0.6~ Amounts owed by Seller pursuant to this paragrph shall be due within five (5)
business days after any invoice from PacifiCorp for the same.
SECTION 11: INDEMNIFICATION
11.1 Indemnities.
11.1.1 Indemty by Seller. Seller shall release, indemfy and hold
hamless PacifiCorp, its directors;' offcers, agents, and representatives .against and from
any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at tral and on appeal, resultig from, or arsing 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 facilties on Seller's side of the Point of Delivery, ( c) Seller's operation
and/or maintenance of the Facilty, or (d) arising from this Agrement, including without
limitation any loss, claim, action or suit, for or on account of injur, bodily or otherise,
to, or death of, persons, or for damage to, or destruction or economic loss of property
belongig to PacifiCorp, Seller or others, excepting only such loss, clai, action or suit as
may be caused solely by the fault or gross negigence of PacifiCorp, its directors, offce,
employees, agents or representatives.
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11.1.2 Indemnty by PacifiCoi:. PacifiCorp shall release, indemnfy and
hold haress Seller, its directors, offices, agents, Lenders and representatives against and
from any and all loss, fmes, penalties, clai, actions or suits, including costs and
attorney's fees, both at tral and on appeal, resultig from, or arsing out of or in any way
connected with the energ delivered by Seller under this Agrement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on aCCQunt of
injur, bodily or otherise, 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, offcers, employees,
agents, Lender or representatives.
11.2 No Dedication. Nothing in ths Agreeent shall be constred to create any duty
to, any standard of cae with reference to, or any liability to any person not a Part to this
Agreement. No undertlång by one Pary to the other under any provision of this Agreement
shall constitute the dedication of that Pary's system or any portion thereof to the other Pary or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an independent individual or entity.
SECTION 12: LIABILITY AND INSURANCE
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11.3 CONSEQUENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES,
OR OTHER SPECIFIED MEASUR OF DAMAGES EXPRESLY PROVIDED FOR IN
THIS AGREEMENT, NEITHER PARTY SHALL BE LIALE TO THE OTHER PARTY
FOR SPECIAL, PUNITN, INIRECT, EXEMPLARY QR CONSEQUENTIAL
DAMAGES, WHTHER SUCH DAMAGES AR ALLOWED OR PROVIDED BY
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRCT LIABILITY, STATUTE OR
OTHERWISE.
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 Liabilty coverage wrtten on a "claims-made" basis, if any, shall
be specifically identified on the cerficate. If requested by PacifCorp, a copy of each insurce
policy, cerified as a tre copy by an authorized reresentative of the issuing insurance company,
shall be fushed to PacifiCorp.
12.2 Required Policies and Coveraes. Without limtin any liabilities or any other
obligations of Seller under this Agrement, from the commencement of interconnection with
PacifiCorp's electric transmission system until the Termation 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:
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12.2.1 Worker's Compensation insurance which complies with the laws of
the state withn which the Facilty is located;
12.2.2 Commercial General Liability insuance with bodily injur and
property damage combined single limts 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 insuce shall include, but not necssarily be limited
to, specific coverage for contractual liability encompassing the indemification provisions
in this Agreement, broad form property damage liability, personal injury liabilty,
explosion and collapse hazard coverage, products/completed operations liability, and,
where applicable, watercraft protection and indemnty liability;
12.2.3 All Risk Insurance. The policy shall provide coverge in an amount
equal to not less than 80% of the curent replacement in kind of the Facility for "all risks"
of physical loss or damage except as hereinafter provided, including covere for boiler
and machiery, 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-limts and deductibles subject to insurance company
underiting gudelines. Seller shall maintain the policy in accordance with terms
available in the insurance market for similar electrc generating facilities. The policy shall
include coverage for business interrption in an amount coveri a period of indemnty
equal to twelve (12) months. Additional coverages to he included are:
(a) Catastrophic Perils Insurance not less than 80% of the current
replacement cost of plant, building, and/or equipment.
12.3 Insurance Strcture. Seller may satisfy the amounts of insurance required above by
purchasing primar coverage in the amounts specified or by buying a separate excess Umbrella
Liability policy together with lower limt primar underlying coverage. The strcture of the
coverage is at Seller's option, as long as the total amount of insuance meets the above
requirements.
12.4 OccurrenceBased Coverage. The coverage required above, and any umbrella or
excess coverge, shall be "occurence" form policies. In the event that any policy is wrtten on a
"claims-made" basis and such policy is not renewed or the retractive date of such policy is to be
changed, the fist insured Party shall obtain or cause to be obtained for each such policy or
policies the broadest basic and supplementa 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 reportin period
coverage or "tail" has been obtained.
12.5 Endorsement Items. Seller shall imediately 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 12.5.3 and 12.5.4 below:
22
12.5.1 PacifiCorp and its Afliates, their respective directors, officers,
employees, and agents as an additional insured under this policy and to the maxum
extent allowed by law, shal be provided with coverge at least as broad as those required
of the Seller by this Agreement;
12.5.2 This insurance is priar with respect to the interest of PacifiCorp
and its Affiliates and their respective dictors, offcers, employees, and agents;
12.5.3 Insurer hereby waives all rights of subrogation aginst PacifiCorp, its
Affiiates, offcers, diectors, employees and agents;
12.5.4 Notwithstandi any provision of the policy, this policy may not be
canceled, non-renewed or materially chaged by the insuer without givig ten (10) days'
prior wrtten notice to PacifiCorp; and
12.5.5 Cross liability cover so that the insuce applies separately to
each insured agt whom clai is made or suit is brought, even in instaces where one
insured claims agint or sues another insured.
12.6 Perodic Review. PacifiCorp may review this schedule of requied insurnce as
often as once ever two (2) years. PacifCorp may, in its discretion and if allowed by the
Commission, requir the Seller to mae changes to the policies and coverages described in this
Exbit to the extent reasonably necessary to cause such policies and coverages to confonn to the
insurance policies and coverges typically obtained or requied for power generation facilties
comparble to the Facility at the tie 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 requird under this Section, to the extent
the coverges and limts specified herein are not reasonably available at commercially reasonable
rates.
23
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SECTION 13: FORCE MAJEURE
13.1 As used in this Agreeent, "Force Majeure" or "an event of Force Majeure"
meas any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite the
exercise of due diligence, such Pary is unable to prevent or overcome. By way of example, Force
Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil strife,
stries, and other labor disturbances, eaquakes, fies, lightning, epidemics, sabotage, restraint
by court order or other delay or failur in the pedonnance 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 Pary,
(ii) by the exercise of reasonable foresight such Party could not reasonably have bee expected to
avoid and (ii) by the exercise of due dilgence, 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 Facilty or changes in market conditions that affect the price of enery 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 perfonnance is affected by the event of Force Majeure, provided that:
13.1.1 the non-perfonnin Pary, shall, within two (2) weeks after the
occurence of the Force Majeure, give the other Party written notice describing the
particulars of the ocurence, including the star date of the Force Majeur, the cause of
Force Majeure, whether the Facilty remains partially operational and the expeted end
date of the Force Majeure;
13.1.2 the suspension ofperfonnance shall be of no grter scope and of no
longer duration than is required by the Force Majeue;
13.1.3
to pedonn; and
the non-pedonning Pary uses its best efforts to remedy its inabilty
13.1.4 the non-pedonning 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 ofthe Force Majeure.
13.2 No obligations of either Pary which arose bef.ore the Force Majeure causin the
suspension ofperfonnance shall be excused as a result of the Force Majeure.
13.3. Neither Party shall be requied 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 contr to
the Pary's best interests.
SECTION 14: SEVERAL OBLIGATIONS
Nothing contained in ths Agreement shall ever be constred to create an association, trst,
parership or joint ventue or to impose a trst or partership duty, obligation or liabilty
between the Paries. If Seller includes two or more parties, each such par shall be jointly and
severally liable for Seller's obligations under this Agreement.
SECTION is: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 16: PARTIAL INVALIDITY
It is not the intention of the Paries to violate any laws governing the subject matter of this
Agreement. If any of the terms of the Ageement are finally held or determined to be invalid,
24
ilegal or void as being contrar to any applicable law or public policy, all other terms of the
Agreement shall remain in effect. If any terms are finally held or determined to be invalid,
ilegal or void, the Paries shall enter into negotiations concerning the term affected by such
decision for the purose of achievig conformity with requirements of any applicable law and
the intent of the Paries to this Agreement.
SECTION 17: WAIVER
Any waiver at any time by either Par 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: GOVERNMENT AL JURISDICTION AND
AUTHORIZATIONS
This Agreement is subject to the jursdiction of those governenta agencies having control over
either Par or this Agreement. PacifiCoip's compliance with the terms of this Agreement is
conditioned on Seller's submission to PacifiCoip 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 constrction, operation and maintenance of the Facility.
SECTION 19: SUCCESSORS AND ASSIGNS
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Ths Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
... .. benefit of the respective successors and assigns of the Partes hereto, except that no assignment
hereof by either Part shall become effective without the wrtten consent of both Pares being
first obtained. Such consent shall not be uneasonably witheld. Notwithstading the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may conveyor transfer substatially all of its electrc utility assets, shall automatically, without
fuer act, and without need of consent or approval by the Seller, succeed to all ofPacifiCorp's
rights, obligations, and interests under this Agreement. This artcle shall not prevent a financing
entity with recorded or secued rights from exercising all rights and remedies available to it
under law or contrct. PacifiCorp shall have the right to be notified by the financing entity that it
i~ exercising such rights or remedies.
SECTION 20: ENTIRE AGREEMENT
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20.1 This Agreement supersedes all prior agreeents, proposals, representations,
negotiations, discussions or letters, whether oral or in wrting, regarding PacifCorp's purchase of
Net Output from the Facilty. No modification of this Agreement shall be effective uness it is in
wrting and signed by both Parties.
20.2 By executing this Agreement, each Party releases the other from any claims,
known or unkown, that may have arsen prior to the Effective Date with respect to the Facilty
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 wrting
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 cerified or registered mail and retu receipt
requested
Notices PacifCorp Seller
All Notices PacifiCorp Lower Valley Energy, Inc.
825 NE Multnomah Street Portland,PO Box 188
OR 97232 Afton, Wyoming 83110
Att: Contract Administration,Attention Rick KnoriSuite 600
Phone: (503) 813 - 5952 Director of Engineering
Facsimile: (503) 813 - 6291 Phone [phone]
Duns: 00-790-9013
Federal Tax ID Number: 93-0246090 Facsimile: [phone]
All Invoices:Att: Back Offce, Suite 700 Attention GayLyn Turner
Phone: (503) 813 - 5578 Phone [phone]
Facsimile: (503) 813 - 5580
Facsimile: [phone]
Scheduling:Att: Resource Planning, Suite 600 Attention Rick Knori
Phone: (503) 813 - 6090 Phone: [phone]Facsimile: (503) 813 - 6265
Facsimile: [phone]
Payments:Attn: Back Office, Suite 700 Attention GayLyn Turer
Phone: (503) 813 - 5578 Phone [phone]Facsimile: (503) 813 - 5580
Facsimile: [phone]
Wire Transfer:Bank One N.A.To be provided in separate letter
To be provided in separate letter from from Lower Valley Energy to Buyer
PacifiCorp to Seller
Credit and Att: Credit Manager, Suite 1900 Attention GayLyn Turer
Collections:Phone: (503) 813 - 5684 Phone [phone]Facsimile: [phone]
Facsimile: [phone]
With Additional Attn: PacifiCorp General Counsel James Web, General Manager
Notices of an Phone: [phone]
26
Notices PacifCorp Seller
Event of Default Facsimile: [phone] Lower Valley Energy, Inc.
or Potential Phone [phone] i 75
Event of Default Facsimile: [phone]
to:
The Paries may change the person to whom such notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Subsection.
IN WITNSS WHREOF, the ParÍes herto have caused this Agreement to be executed
in their respective names as of the date first above wrtten.
Seller
By:
: James R. Webb
Title: President! CFO
Name: e G swold
Title: Director Short Term Orgination
and QF Contracts
27
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EXHIBIT A
DESCRIPTION OF SELLER'S FACILITY
(Seller to Complete)
Seller's Facility consists of one generator manufactued. by Marell Motori
More specifically, each generator at the Facility is described as:
Type (synchronous or inductive): SI Induction Generator
Model: C4G500 LC 10
Number of Phases: 3
Rated Output (kW): 940 Rated Output (kVA):
Rated Voltage (line to line):
Rated Current (A): Stator: 1131 A; Rotor: Induction i i 3 1 A
Maximum kW Output: 940 kW Maximum kVA Output: 986 kV A
Minimum kW Output: 0 kW
Manufacturer's Guaranteed Cut-in Wind Speed (if applicable):
Facilty Capacity Rating: 940 kW at Hz 60 A
1360
Identify the maximum output ofthe generator(s) and describe any differences between that
output and the Nameplate Capacity Rating:
Station service requirements, and other loads served by the Facilty, if any, are described
as follows: Station service loads are metered and connected on a separate servce and meter from
the 12.47 kv distribution system through a 120/240 sinle phase servce.
Location ofthe Facilty: The Facilty is located in Lincoln County, W Wyoming. The location
is more particularly described as follows:
The project is located on Swift Creek, in Lincoln County, Wyoming, partally within the
Bridger-Teton National Forest at approximately 42°43' Nand 110°54' W.
Power factor requirements:
Rated Power Factor (PF) or reactive load (kV AR): PF = .83
A-I
EXHIBITB
SELLER'S INTERCONNECTION FACILITIES
(Seller to provide its own diagram and description)
POINT OF DELIVERY / SELLER'S INTERCONNECTION FACILITIES I
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Instrctions to Seller:
1. Descrbe the point(s) of meterng, including the tye ofmeter(s), and the owner of the
meter(s).
2. Provide single line diagr of Facility including station use meter, Facilty output
meter(s), Interconnection Facilities, Point oflnterconnection, One-Line diagram of
facilty was provided on April 15,2009, see attched document
3. Specify the Point of Deliver, and any transmission facilities on Seller's side of the Point
of Delivery used to deliver Net Output. The power wil be delivered from the Lower
Valley Energy distrbution system to BPA. BPA will deliver the power to PacifiCorp at
the Goshen Substation. See attched one-line diagr.
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EXHIBITC
REQUIRED FACILITY DOCUMENTS
REQUIRED OF ALL FACILITIES:
QF Certfication QF 08-641-000
Generation Interconnection Agreement Not applicable
Fuel Supply Agreement, if applicable N/A
BP A point-to-point transmission service agreement
The following Documents are required to complete this project:
Easements:
Permits:
C-l
EXHIBITD
ENERGY DELIVRY SCHEDULE
0.940MW Nameplate
Swif Creek Hydro Capacit
Base Scheduled Montly Monthly NET Capacity
Estimates EnerQY Delivery (kWh)Ave MW/mo Factor
Januarv 193,440 0.26 28%
Februarv 147,840 0.22 23%
March 163,680 0.22 23%
April 282,939 0.39 42%
Mav 562,150 0.76 80%
June 671,287 0.93 99%
Julv 677,951 0.91 97%
Auaust 550,511 0.74 79%
SeJ)tember 382,459 0.53 57%
October 374,729 0.50 54%
November 300,058 0.42 44%
December 223,200 0.30 32%
TOTAL:4,530,244 0.52 55%
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Scheduled Maintenance - Seller wil provide a suggested maintenance schedule annually.
EXHIBITE
START -UP TESTIG
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 effcient start-up of the Facilty, which may
include but are not limited to:
1. Test of mechanical and electrical equipment;
2. Calibration of all monitoring instrments;
3. Operating tests of all valves, operators, motor starers and motor;
4. Alar, signals, and fail-safe or system shutdown control tests;
5. Point-to-point continuity tests;
6. Bench tests of protective devices; and
7. Tests required by manufactuer of equipment
Required star-up tests are those checks and tests necessary to deterine that all featues
and equipment, systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operatig simultaneously in such condition that the Facilty is
capable of continuous delivery into PacifiCorp's electrical system, which may include but are
not limited to:
i. Turbine/generator mechanical rus and fuctionality;
2. System operation tests;
3. Brake tests;
4. Energization of transformer;
5. Synchronizing tests (manual and auto);
6. Excitation and voltage regulation operation tests;
7. Auto stop/star sequence;
8. Completion of any state and federal environmental testing requirements.
9. Tests required by manufactuer of equipment;
For wind projects only, the following Wind Turbine Generator Installation Check Lists are
required documents to be signed offby Manufactuer or Subcontract Category Commissioning
Personnel as par of the Commissioning and starp 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
EXHITF-l
MOTIVE FORCE PLAN
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Ex h'lbi~+F-3-
nightte hours, for the penod May 1 though September 30; and
4 cfs average
. (24. hours)minimum flow'
with amaum
flucttion of 1
cis (never to fa
below 4 cfs)
frm October 1
through April
30, durng al
hour."
..
Upper Swif Creek
Power Development
The chacterstcs of
the varations in flows as
ilustrted in figues 3-1 to 3-
6 were reviewed in order to
dete the appropriate
power development at the Figue 3~5 Upper Swi Creek tubine siz char for a 36" pensoc
Upper Swif Creek=::'.j 1 ! ! ' ) , ! ! I t ¡ '! ; i ! i I i I! I 1,24.0.0, i' ~, rl ¡ it f!' I ¡ t i ~'Ji', j . f,' ,I . j ¡ ¡ . tl ; ~ : .r':-:j j'" i . , J ' I l i I 'i' i .4,60,0- .~ i ,"!" t ¡ r 1 ,¡ r t " . i "I ¡ !' i :"" 1.004,iioo ; ; '1' i I" i" l' 'it i' l i,', ! ;- t ., t.; iii' ~ ; j 1.05
4.i,oo. t! i,'. -: . ¡n4 I I ii !. r i ! ¡. i ,; i' 1,0040000 -1-. ,¡ t i~,.. "I ¡. ;' i ,i . I t S5iùioo:O. ~.L ~ i l 'i. Ul' :"'1'. t ~ L, i l 'r' . ,i,~ i ~-: ~ 9Q, , i l~. i l. 1 : t, ., l 'j I .3,60.00' ¡-! ¡ . 1 ! : .' r 'i'j 'r mi' ¡, *' ' . ¡ -¡-: 1, ,850
~3.40,o L ' i j , I' '.. ~'I ¡ r i' f ,,' r'" i ''k ~" i .' 800.13,20,0' I ¡. t I~'i ''j' :.. f ,¡;..i ¡ ¡.i ¡ '.1 ¡ ¡ '750 ..~3.oo.o : ii' ! 'if i" -I l ¡ ~,¡ j.1"; 1" 'j I. ¡ ¡. 11. i ' r' li', 70 ~
";80,o ;" -I i ! t L' t..y~ l! l 1 l¡ ,,1, . ¡ . ¡ : 65 i:
,92,60' t -!' 'r'! . . ;";1 ;- ¡, t ' j,: I ¡ i . . /l-
~2.40,OIO' ,11..1, I l!' t Lt'1 ;. ~ t ¡, ,1 It i I if, to' ~ \. ,! -55 ~"'l . C . . . l' i. . i t I -l"2, ir i'' 'i .1... "'¡"'lr'50tI- J' t. .. ..! t i . l I!! ' 0(;2,00,0 'IL' !~.' i i Y' ¡ , i ¡. i I ¡. 'I! i ¡ I ) ~. 451.80,00 ,'! ¡. i , i /"1,' I j' 'i' ! ., "; ~.i I' , i i 400. 1 f v.:;.. l l I i 'I . l l ~ i1.60.00 .¡ , ' 1/' .' ; , ' , · "I i, i i . . r: i'. 35¡ ~ l f I' 1 ; : ii 1: I J r i' I: . .1,4,000 ! ' , ! ; ¡ I' i ¡ t ; i ! ¡ \ i, I ! , r ; ¡ 301,2,00 i i'; ,1\ II ; . '1 i' i' I" ! ' "! ' 25
1 ooOøo ~;m ! t ,; .: , ; ¡. ¡ i ' i i ¡ ~ 20
'80~00 - ',1 . , I , ~ ! i' : 1, i; , i ,t i :" I; i. ;, ¡ . 150. i ':' t L. J :. ¡, I" ~ . .
60.00 l: t ¡-.i i i' 'I' :..~. ,.. ì - j l i I, . i !.! i ¡ i ì 10040,00 .~j..:~.l;~;;;i~f;l:.\ 5020000 "ff ....".."i;; t..,.O: i : ' : t : j ( '! ~ ¡ : : i i ! l : f ! ~ : i : ~ i ~ ; . : ~ J ~ : i_i! : ~ ~ t : ;~! ..
o 5 10 15 20 25 30 3S 40 45 50 55 GO 65 70 75 80 85 90 95 100105110115120
Aows(cf)
- - Generaon _.... capaci
Fige 3"6 Upp Swift Creek tubine sizig char for a 42" penstock
6
site. It wa assmed tlat
the past recrds for the
selecd peod provided
the be mease offutu
flows. It is 'anticipated
that a horizonta Fracis
ty tubine wil be used
forthe project A Francis
tubie has a ruer with
fied vanes, which the
water ente the tubine in
a radial diecon, with
respect to the sha and
discharges in an axal
direction. Major
components consist of the
ruer, a water .suply
case to convey the water
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to the ruer, wicket gates to contrl the qutity of water and distbute it eqaly
to the ruer and a dr tube to convey the water away from the tubine. Uti the
estiated effciencies, head. losses, tuine confgutions, and '5% genera losses;
the estiated average anua producton for th site was betee 3.9 and 4.5 millon
kiowatt/year pendig on the si of the penock.
2f l '\
Flow da used was 18.. .'.
provided in Sune Engiee's 1.;
update to FeaibiltY Stuy date ' i:
Augut 7, 2001, Exhbit A. Flow 110
data consist of monthy anua u. a
averages. The estte flow a
duron cure, figu 3-7, was of
2extapolated from the monty 0 .
anual averges whch appea as 0 & 10 15 20 ?,S 30 35 40 :en Il 6I 70 75 æ 85 so lI 100
blue in figme 3-7.
Culinary
Hydrology
Flows
3.2 Project
Power Deve/rJpment
Data frm figue 3-7 was
used to preliminariy s~etubies
and .estimat anua averge
generation for ths site. Uti
the estite effciencies, hea
losses; tubme confgutions, and
5% general losses; the esated
average anua production for ths
site wäs 1.27 mion kiowatt
hour per yea.
!.
Culinary Water Supply
. Es Flow Duran Curv
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, i' ..1....¡... t I, ~.: '1-.
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Figue 3-7 The estite floW'durtion cue for Afn .
Cuai Wat Supply
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~:: f; ¡ .: i. ; ! .~~~..:.....; ¡ ;;; ¡::1,00.00 11 '. .. " . . . i ;~ l. ¡ . '''" i" 300
r' . . -- II.1.10000 . -. ¡ .. l;". ot. .~-.. '. 275
It. I '....,11.00.QO .'. :, l. ;" 1 . i :; .¡ 25~ .. i' i : ,.~ 90,00 J :. . '. j': , . ...~..;.-..~.-:,..-.. .... . 'i 22 ~ ,
ec 80,00 '.' . , ,J, '. .... . 200 s:I /4''''' """~.,"'.!' ;:.e 700,00" l. ' /. , i 175-- '.: / i' i. ë~ 80.0' I '.. . '\ ' 150 g,- t.r '\ ,i lUci 50.00 - !' ;/ \. /125 0400,00 ./' .\: 100, /' .30.00 I' ,7' \1 75~,OO 15010000 . i 25o . -~! 001234567 8 9ro"~UM~~Wre~~Flo (ds).
,- Gl!en .. Capa.
Figue 3-8 Culiar Water Suply tubine sizing char
7
....................... ......:......:..:~::;:...:..::?¡:,'~:
EXHITF-2
ENGINEER'S CERTIICATION
(1) THAT THE FACILITY AVERAGE NET ENERGY ESTIMTE IS 4.530.237
KWH PER YE IN EACH FUL CALENDAR YE OF THS AGREEM;
Wyoming Civil 9585 ffngieer's cerfication)
(2) THT TH FACILITY, UNER AVERGE DESIGN CONDITIONS, LIKLY WILLGENTE NO MORE THA 10 aM IN ANY CALEAR MONTH.
F2-1
..H_"~'_'I
EXHIBITF-2
ENGINEER'S CERTIFICATION
(1) THAT THE FACIUTY AVEGE NET ENRGY ESTIMATE is KWH
PER YEAR IN EACH FUL CALENDAR YEAR OF THIS AGREMENT;
(Engineer' s certfication)
(2) THAT TH FACIUTY, UNER AVERAGE DESIGN CONDITIONS, UKEL Y WILL
GENERATE NO MORE THA 10 aM IN ANY CALENDAR MONTH.L
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(Engineer's certfication)
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F2- 1
Estimated Monthly NET
Base Generation Capacity
Estimates kWh Ave MW/mo Factor
January 193,440 0.26 28%
February 147,840 0.22 23%
March 163,680.0.22 23%
April 282,939 0.39 42%
May 562,150 0.76 80%
June 671,287 0.93 99%
July 677,951 0.91 97%
August 550,511 0.74 79%
September 382,459 0.53 57%
October 374,729 0.50 54%
November 300,058 0.42 44%
December 223,200 0.30 32%
TOTAL:4,530,244 0.52 55%
EXHIBITG
SAMPLE ENERGY PURCHASE PRICE CALCUATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the purchase price durng an On-Peak Hour in May of
2009 is $76.73/Mh
(the 2009 anual rate for Conforming Energy) multiplied by 92% (0.92) (the May On-Peak Hour
multiplier), which equals $70.59/M.
Table 3: Sample Calculations for Conforming Energy in 2009 (Purchase Price = anual rate *
monthy On-PeakOtl-Peak multiplier).
Calculated Calculated
Conforming Purchase Price Purchase Price
Energy for 2009 On-for 2009 Off-
Annual Peak Peak
Rate for On-Peak Conforming Off.Peak Conforming
2009 Hour Energy Hour Energy
Month (per MWh) Multiplier (per MWh) Multiplier (perMWh)
January $76.73 103%$79.03 94%$72.13
February $76.73 105%$80.57 97%$74.43
March $76.73 95%$72.89 80%$61.38
April --$76.73 95%$72.89 76%$58.31
May $76.73 92%$70.59 63%$48.34
June $76.73 94%$72.13 65%$49.87
July $76.73 121%$92.84 92%$70.59
August $76.73 121%$92.84 106%$81.33
September $76.73 109%$83.64 99%$75.96
October $76.73 115%$88.24 105%$80.57
November $76.73 110%$84.40 96%$73.66
December $76.73 129%$98.98 120%$92.08
G- 1
lllWER FAllEYI:iFa'''''', ENE R G Y 236N.Washington . PoO.Box188. Afton, WY83110. 307;88H17S. Fo:307-B85-5787
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EXHIBITH
Seller Authorization to Release Generation Data to PacifCorp
Transmission Services
Attn: Director, Transmission Services
825 1'"E Muiinomah. Suite j 60Ci
Portland, OR 97232
RE: Lower Valley Energy, Inc. Interconnection Request
Dear Sir:
Lower Valley Energy, Inc. l1ereby vol.untaiiJy authorizes PacifiCorp's Transmission
business unit to share Lower Valley Energy, Inc.'s generator interconnection infom)Rtion
and generator meter data with Marketing Affliate employees ofPacifiCorp Energy,
incllidiiig,büt hor limited to those in the Commercial and Trading group. Lower Valley
Energy, Inc. acknowledges that PacifiCorp did not pro\'ide it any preferences, either
operational or rate-related, in exchange for this voluntary consent.
. N
_ßJ._:J_f_i'..k- / a: 0Title r-'
W ~ .... 'J;., r;¿. :.",,0,. ;; .', .. :;., ..-_.~-- ---Q _._~---------Date'."...
. : ~.,.:.
."'. .;',
, : ,; l : :! ':: ~
. ;." /", ;:..:.;:;.: ',: ! ! f' :: ';,' , ,;L ~':' ::.1 ~~.~ ,).! ~;t;.: ~ C,: ¡
ADDENDUMW
GENERATION SCHEDULING ADDENDUM
WHEREAS, Sellerts Facilty will not interconnect diectly to PacifiCorp's System;
WHREAS, Seller and PacifiCorp have not executed, and wil not execute, a generation
interconnection agreement in conjunction with the Power Purchase Agreement;
WHREAS, Seller has elected to exercise its right under PURA to deliver Net Output
from it's QF Facility to PacifiCorp via one (or more) Transmittng Entities.
WHREAS, PacifiCorp desire that Seller schedule delivery of Net Output to the Point
of Delivery on a firm, hourly basis;
WHEREAS, PacifiCorp does not intend to buy, and Seller does not intend to deliver,
more or less than Net Output from the Facility (except as expressly provided, below);
THEREFORE, Seller and PacifiCorp do hereby agree to the following, which shall
become par of their Power Purchase Agreement:
DEFINITIONS
The meaning of the terms defied in the Power Purchase Agreement ("this Agrement")
and this Addendum W shall apply to ths Addendum:
"Day" means midnight to midnight, prevailing local time at the Point of Delivery, or any
other mutully agreeable 24-hour period.
"Energy Imbalance Accumuiåtion," or "ElA," means, for a given Settlement Perod,
the accumulated difference (beginning at zero (0) at the star of each Settlement Period) between
Seller's Net Output and the energy actually delivered at the Point of Delivery. Each Settement
Period contains two independent EIAs, one for On-Peak Hours and one for Off-Pea Hours. A
positive accumulated difference indicates Seller's delivery of Surplus Delivery.
"Firm Delivery" mea uninterrptible transmission service that is reserved and/or
scheduled between the Point of Interconnection and the Point of Delivery pursuant to Seller's
Transmission Agreement(s).
"Settlement Period" mean one month unless changed pursuant to Section 9 of this
Addendum.
"Supplemented Output" means any increment of scheduled hourly energy or capacity
delivered to the Point of Delivery in excess of the Facilty's Net Output durg that same hour.
"Surplus Delivery" means any energy delivered to the Point of Delivery by the Facilty
in excess of hourly Net Output that is not offset by the delivery of energy to the Point of
Delivery in deficit of hourly Net Output during the Settlement Period. PacifiCorp shan accept
Surplus Deliveryt but shall not pay for it.
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SELLER'S OBLIGATIONS IN LIEU OF THOSE CONTAINED IN A
GENERATION INTERCONNECTION AGREEMENT.
1. Seller's Responsibilty to Arrange for Deliverv of Net Output to Point of
Delivery. Seller shall arange for the Fir Delivery of Net Output to the Point of Deliver.
Seller shall comply with the terms and conditions of the Transmission Agreement(s) between the
Seller and the Transmittng Entity(s). All Net Output delivered via non-finn transmission rights
shall be subject to the payment rate of Non-Conforming Energy in provision in Section 5.1 of
this Agreement.
2. Seller's Responsibilty to Schedule Deliverv. Seller shall coordinate with the
Transmitting Entity(s) to provide PacifiCorp with a schedule of the next Day's hourly scheduled
Net Output deliveries to the Point of Delivery at least 24 (twenty-four) hours prior to the
beginnng of the day being scheduled, and otherwise in accrdance with the WECC Prescheduling
Calendar (which is updated annually and may be downloaded at: http://www.wecc.biz/.
3. Seller's Responsibilty to Maintain Interconnection Facilties. PacifiCorp
shall have no obligation to install or maintain any interconnection facilities on Seller's side of
the
Point of Interconnection. PacifiCorp shall not pay any costs arising from Seller interconnectin
its Facility with the Transmittng Entity(s).
4. Seller's Responsibilty to Pay Transmission Costs. Seller shall make all
arangements for, and pay all costs associated with, trsmitting Net Output to PacifiCorp,
scheduling energy into the PacifiCorp system and any other costs associated with delivering the
Seller's Net Output to the Point of Delivery.
5. Energy Reserve Requirements. The Transmitting Entitys) shall provide all
generation reserves as required by the WECC and/or as required by any other governing agency
or industr standard to deliver the Net Energy to the Point of Delivery, at no cost to PacifiCorp.
6. Seller's Responsibilty to Report Net Output. On or before the tenth (10~ day
following the end of each Biling Period, Seller shall send a report documenting hourly sttion
service, Inadverent Energy (energy delivered to the Point of Interconnection at an average
hourly rate exceeding the Maximum Facility Delivery Rate), and Net Output from the Facilty
during the previous Biling Perod, in columnar format substantially similar to the attached
Example 1. If requested, Seller shall provide an electronic copy of the data used to calculate Net
Output, in a standard format specified by PacifiCorp. For each day Seller is late delivering the
certfied report PacifiCorp shall be entitled to postpone its payment deadline in Section 9 of this
Agreement by one day. Seller hereby grants PacifiCorp the right to audit its certified reports of
hourly Net Output. In the event of discovery of a biling error resulting in underpayment or
overpayment, the Pares agree to limit recovery to a period of three years from the date of
discover.
7. Seller's Supplemental Representations and Warranties. In addition to the
Seller's representations and warranties contained in Section 3 of this Agreement, SeHer warrants
that:
(a) Seller's Supplemented Output, if any, results from Seller's purchase of
some form of energy imbalance ancilar service;
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(b) The Transmitting Entity(s) requires Seller to procur the service, above, as
a condition of providing trsmission servce;
(c) The Transmittng Entíty(s) requires Seller to schedule deliveres of
Net
Output to the Point of Delivery in increments of no less than one (1) megawatt;
(d) Seller is not attempting to sell PacifiCorp energy or capacity in excess of
its Net Output; and
( e) The energy imbalance service, above, is designed to correct a mismatch
between energy scheduled by the QF and the actual real-time production by the QF.
8. Seller's Right to Deliver Supplemented Output. In reliance upon Seller's
waranties in Section 7, above, PacifiCorp agrees to accept and pay for Supplemented Output by
treating it as Net Output for those purses; provided, however, that Seller agres to achieve an
EIA of zero (0) kilowatt-hour durg On-Peak Hour and an EIA of zero (0) kilowatt-hours
during Off-Peak Hour at the end of each Settement Perod.
(a) Remedy for Seller's Positive Energy Imbalance Accumulations. In the
event Seller does not achieve zero (0) EIA at the end of a Settement Period, any positive
balance shall be Surplus Delivery and shall not be included in or treated as Net Output.
PacifiCorp will include an accounting of Surlus Delivery in each monthly statement
provided to Seller pursuant to Section 9.1 of this Agreement. .
(b) Negative Energy Imbalance Accumulations. A negative EIA at the end
of a Settlement Period (indicating that the Trasmitting Entity has delivered less than
Seller's Net Output) wil not result in any corresponding compensation by PacifiCorp.
9. PacifCorp's Option to Change Settlement Period. In the event PacifiCorp
reasonably deternes that doing so likely wil have a de minimis net effect upon the cost of
Seller's Net Output to PacifiCorp, it may elect to enlarge the Settement Period, up to a
maximum of one Contract Year. Conversely, ifPacifiCorp reasonably determines, based on the
QF's performance during the current year, that reducing the Settlement Period likely will
significantly lower the net cost of Seller's Net Output to PacifiCorp, it shall have the right to
shorten Seller's EIA settlement period beginng the first day of the following Contract Year.
However, in no case shall the Settlement Perod be less than one month. If a Settlement Period
does not coincide with a Biling Period, PacifiCorp shall deduct any amount paid for Surplus
Delivery during that Settlement Period from the Biling Period termnating concurently or
soonest subsequently to the Settement Period.
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Example of Seller's Output Reportng Requirement
E FC(=Max (0,
A B (=A-B)D C-D))(C-E)
Meter
reading
Meter Reading'"
at
Station Adjusted Maximum
Hour at Point of Power Gross Facilty Inadvertent Net
ending Interconnection Meter*Output Delivery Energy Output
Day (HE)(M)(MW)(M)Rate(M (MWh)(MWh)
1 7:00 0.50 0.01 0.49 1.50 0 0.49
1 8:00 0.50 0.02 0.48 1.50 0 0.48
1 9:00 0.50 0.01 0.49 1.50 0 0.49
1 10:00 0.50 0.01 0.49 1.50 0 0.49
1 11:00 0.50 0.01 0.49 1.50 0 0.49
1 12:00 1.60 0.01 1.59 1.50 0.09 1.50
1 13:00 1.70 0.01 1.69 1.50 0.19 1.50
1 14:00 1.60 0.01 1.59 1.50 0.09 1.50
1 15:00 1.50 0.01 1.49 1.50 0 1.49
- ______._.._,_..__ ,-----.0--
1 16:00 1.50 0.01 1.50 1.50 0 1.50
1 17:00 1.50 0.00 1.50 1.50 0 1.50
1 18:00 1.50 0.01 1.49 1.50 0 1.49
1 19:00 0.50 0.02 0.48 1.50 0 0.48
1 20:00 0.50 0.01 0.49 1.50 0 0.49
'l Seller shall show adjustment of Meter Reading for losses, if any, between point of meterig
and the Point of Interconnection,. in accordance with Section 8.1.
.. Does not apply if Station Servce is provided from the gross output of the Facility.
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