20091207Application.pdf

~~l~OUNTAIN REeE ED
iong DEC -4 AM 10: 2 lDecember 4, 2009 . . . ..
IDAHO p.~j~.~iil\:'.':\('\1
VI OVERNIGHT DELIVEMIUTIES CUrv1f.H;;;;:.i'~.J';
201 South Main, Suite 2300
Salt Lake City, Utah 84111
Idaho Public Utilties Commssion
472 West Washington
Boise, ID 83702-5983
Attention:Jean D. Jewell
Commssion Secreta
Re:Case No. PAC-E~09-09
IN THE MATTER OF THE APPLICATION OF PACIFICORP DBA
ROCKY MOUNTAIN POWER FOR APPROVAL OF THE PURCHASE
POWER AGREEMENT BETWEN ROCKY MOUNTAIN POWER AND
BELL MOUNTAIN HYRO, LLC
Enclosed for filing please fid an original and seven (7) copies of Rocky Mountan Power's
Application in the above matter.
JtiiÌ" i.'Ii tr~ 'f~e ey K. Lan (1
Vice President, Reguation .
Enclosures
Danel Solander
Senior Counel, PacifiCorp
201 South Main, Suite 2300
Salt Lake City UT 84111
Telephone: (801) 220 - 4014
FAX: (801) 220 - 3299
Email: DaneLSolander(iPacifiCorp.com
REeEI
2009 DEC -i. AM 10: 2'
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 )
BETWEEN PACIFICORP AN BELL )MOUNTAIN HYDRO, LLC )
CASE NO. PAC-E-09-09
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
Commssion (the "Commssion") for an order approving the Power Purchase Agreement
between PacifiCorp and Bell Mountain Hydro, LLC, dated November 17, 2009. In
support of this Petition, the Company states as follows:
1. PacifiCorp is an electrcal corporation and public utility doing business
as Rocky Mounta Power in the state of Idaho and is subject to the jursdiction of the
Commission with regard to its public utilty operations. PacifiCorp also provides retail
electrc service in the states of Uta, Oregon, Wyoming, Washington, and Californa.
2. Bell Mountain Hydro, LLC ("Bell Mountan Hydro") intends to
constrct, own, operate and mainta a Pelton-wheel hydroelectrc generating facility for
the generation of electrc power located approximately 40 miles nort of Howe, Idaho, in
Butte County with an expected nameplate capacity rating of 290 kilowatts (the
PETITION OF PACIFICORP - 1
"Facilty"). The Facility will be a qualified small power production facilty under the
applicable provisions of the Public Utilities Reguatory Policy Act of 1978 ("PUR A").
3. On November 17, 2009, PacifiCorp and Bell Mounta Hydro entered
into a Mechancal Availability Guartee ("MAG") Power Purchase Agreement
("Agreement"). Under the terms of the Agreement, Bell Mountain Hydro elected to
contract with the Company for an approximate twenty year term, expirng December 31,
2029. Except as otherwse provided, PacifiCorp will pay Bell Mountan Hydro non-
levelized, Conformg Energy or Non-Conforming Energy Puchase Prices for capacity
and energy adjusted for seasonality and On-PeakOff-Peak Hours in accordace with
Commission Order 30480 and Errata to Order 30480. PacifiCorp will also subtract $5.10
per megawatt hour as a MAG Wind Integration Cost as prescribed in Commssion Order
30497..
4. The tota nameplate capacity of this Facility is 290 kilowatts. As
described in Section 7 of the Agreement, Bell Mountan Hydro will be required to
provide data on the Facility that PacifiCorp will use to determine whether under normal
and/or average conditions: (1) the feasibility that Facilty Net Energy will equal or exceed
1,102,530 kWh in each full calendar year for the ful term of ths Agreement; and (2) the
likelihood that the Facility, under average design conditions, wil 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
will accept the energy ("Inadvertent Energy") that does not exceed the Maximum
Capacity Amount, but will not purchase or pay for this Inadvertent Energy.
PETITION OF PACIFICORP - 2
5. Paragrph 2.1 of the Agreement provides that the Agreement will not
become effective until the Commssion 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
Bell Mounta Hydro are legitimate expenses, all of which the Commssion will allow
PacifiCorp to recover in rates in Idaho in the event other jursdictions deny recovery of
their proportionate share of said expenses.
6. Bell Mountain Hydro has elected December 15,2009, as the Commercial
Operation Date for this Facility. Varous requirements have been placed upon Bell
Mounta Hydro in order for PacifiCorp to accept energy deliveries from this Facility.
PacifiCorp will monitor compliance with these intial requirements. In addition,
PacifiCorp will monitor the ongoing requirements through the ful term of ths
Agreement.
7. The Agreement, as signed and submitted to the Commission, contans
Non-Levelized Published Avoided Cost Rates in conformity with applicable IPUC
orders. All applicable interconnections charges and monthly operation and maintenance
chages under the Generation Interconnection Agreement with PacifiCorp transmission
will be assessed to Bell Mountain Hydro.
8. Service of pleadings, exhbits, order and other documents relating to ths
proceeding should be served on the followig:
Bruce Griswold
Director, Short-Term Orgination
PacifiCorp
825 N.E. Multnomah, Suite 1800
Portland, OR 97232
bruce. grswold(ipacificorp.com
PETITION OF PACIFICORP - 3
Danel E. Solander
Senior Counsel
Rocky Mountain Power
201 S. Main, Suite 2300
Salt Lake City, UT 84111
daniel.solander(ipacificorp.com
Ted Weston
Idaho Reguatory Affais Manager
Rocky Mountan Power
201 South Main, Suite 2300
Salt Lake City, UT 84111
ted. weston(ipacificorp.com
CONCLUSION
NOW, THEREFORE, based on the foregoing, PacifiCorp respectfully requests
that the Commission issue its Order:
(1) Approving the Power Purchase Agreement between Bell Mounta Hydro
and PacifiCorp without change 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 Bell Mountan Hydro are legitimate expenses, all of which the
Commssion 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 4th day of December, 2009
Respectfully submitted,
.1"l)~~L/~11
iDaniel Solander
Attorney for PacifiCorp
PETITION OF PACIFICORP - 4
Idaho Public Utilities Commission
Office of the SecretaryRECEIVED
DEC - 42009
POWER PURCHAE AGREEMENT
BETWEN
BELL MOUNAIN HYRO, LLC
(anon-fueled,l1on-1evelized,Interittent Resoure with Mechacal Avaiabilty
Guaantee,IdahoQuafyingFaeilty-l OaMW/Monthor less)
AN
PACIFICORP
Section 1: Defitions .... ..... ...... ... ... ...... ....................... ......... ... ........ ............ ......... ... ... ... ..... 1
Section2:TerCommercia1 OperationDate ...................................................................7
Section 3: Representations and Waranties.........................................................................8
Secton 4: Delivery of Power; Avaiabilty Guaanty.. ...... ... ... ... ..... ...... ...... ... ...... ... ...... ... 10
Section 5: Purhae Prices ................................................................................................12
Section 6: Operation and Control.....................................................................................15
Section 7: Motive Force................................................. ........................... ..................... ... 16
Section 8: Meteg. ................. ....... ............ ....... ...... ... ... ............................ ......... ..... ... ...... ...... 17
Section 9: Billis, Computaions and Payments . ............ ..... ... ... ... ............ ........ .... ......... 18
Section 10: Defaults and Remedies...................................................................................18
Section '11: Indemnfication......... ...... ...... ...... ...... .............. ... ............ ........ ... ... ... ... ...... ...... 20
Section 12: Liabilty aidInsurce ..................................................................................21
SectionJ3:.ForceMajeure................................................................................................23
Section 14: SeveralOhligations................................... .................... ............ ...... .............. 24
Secton 15: Choìce of Law...... .................................................. ......................................... 24
Secon 16: Paral Invalidity ... ... ....... ........ ......... ... ... ... ... ... ...... .............. ... ...... ... ... ... ...... ......24
Section 17: .Waìver.....................................................................................................................24
Section 18: Govermenta lurisdiction and Authorizations ...... ... ... ... ... ... ... ... ... ... ... ......... 24
Section 19.: Successorsa.d Assign ..... ...... ... ... ... ..... .... ........ ... ... ... ... ... ...... ... ...... ... ........... 25
Secon 20: Entie Agreement.......................................~...................................................25
Section 21: Notices ........................................................................................................... 25
Boise, Idaho
i
POWER PURCHASE AGREEMENT
THS POWER PURCHASE AGREEMENT, enter into this 11 day of 2009,is between Bell Mounta Hydro, Ltc, an Idao limited liabilty company (the "SeDer") and
PacifiCorp,.. an Oregon corporation acting in its merchant fuction capacity ("PacifCorp").
Seller and PacifiCorp ar referrd to collectvely as the "Partes" and individualy as a "Part".
RECITALS
Seller inteds to constr ()~ operate and' maita a Pelton-wheel hydroelectrc
facilty forthe generationof electrc
power locate approximtely 40 miles nort of Howe, Idao
in Butte County with an expecte Facilty Capity Rag of 290.kilowatt (kW)("Facity").
The Faciltyislocated at the end of a conduit used for irgation, which conduitandirrgation
system are operated by a thd par. Seller has no' abilty to alter diversions, but will. cycle itsapproximately 10 acre-feet of active storage in the power canal on a daily (24-hour) basis (or
less) ("Cycle Period").
B.lhePareshave agreed to treat the Facilty as an intermttnt resoure despite Seller's
control over theniotive force because such control, as descrbed in ths Agrment, is mial
and does not substtialy alte ru-of-river flow avaiable to the hydroelectc facilty. The
aforementioned agreement.is par of a copromise beee PacifiCorp and Seller resolving a
dispute, as such, and due also to the Facilty's unque confguationand circumtances, this
Agreeent shal not estblish any. precedent regardig PacifiCorp's. tratment of ...futûe
hydroelectric Quifyng Facilties.
C. Seller intends to ope the Facilty as a Quafyg Facilty; as such term is defined in
Section 1.41 below.
D. . Seller estimates that the average anua.Net Output to be deHvere by the Facilty to
PacifiCorp isJ,102,530 kilowatt-hour (kWh) C"Average Annual Net Output") puruat to the
monthy Energy Delivery ScheduleÌn Exhibit D her, whch amomit of energy PacifiCorp willinclude in its. resoure plang.
E. Seller sha sell and PacìfiCorp sha purhae all Net Output from the FaciHtyIn
accordace with the ters and conditions of ths Agreement.
F. PacifiCorp shall designte Seller's' Facilty asa Netork Resource for the puroses of
servg Network Load.
G. This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jursdictiona Cost
Allocation Revised Protocol.
NOW, THEREFORE, the Pares muty agree as follows:
SECTION 1: DEFIIONS
When used in ths Agreement, the followig term shal have the following meanngs:
1.1 "86 Relay" is identified in Exhibits A andB.
1
1.2 "As~built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completon of construction of the Facilty, describing the Facilty as actuly built.
1.3 "Availabilty" mea, for any Billng Perod, the ratio, expresse as a percentage,
of (x) the aggrgate sum of .the minutes in which the Facì1ty was available to generate at the
Maximum Facilty. Delivery Rate dunng .the Biling Perod divided by (y) the number of minuts
in. the.. BillngiPerod. The Facilty shall be deeiiednot available to .operate · durg miutes in
wmch/(a) the 86' Relay is in the lockout position or, while the pond is at or above the.high level
se point and the Facilty is offine, as fuher describe in Exhibits A and B; or (b) the Facilty
is otherwse not opeationa or capable of deliverg at the Maximum Facilty Delivery Rate to
the Point of Deliver, unless if unavailable due solely to one or more. of (i) a default by
PacifiCorp; (ii)PacifiCorp is . excused' from accepti and payig for Net Output pursuat to
Section 6.3.1; (ii) insufficient water; (iv) due to water conveyance system outages/beyond
Seller's contrl; (v) a disruption on the Sysem (e.g., high or low voltage) plus sucient tie not
exceedin 20 miutes after the disruption ceases for Seller to resta the generator; or (vi) a
scheduled maintenace outge durg a Scheduled Maitenace Period in accordace with
Section 6.2.
1.4 'dBillng.Period" means the tie period between PacifiCorp's readg of its power
purcha meter at the Facilty and for this Agreement shal coincide with calenda month.
1.5 d'Commercial Operation" means.the Facilty is fuly opertional and reliable, at
not less th ninety percent (90%). of the expected Facilty Capacity Rating, and interconnected
and synchrnized with the Tramission Provider's System, all of which shal be Seller's
responsibilty to receive or obta and which occurs when al of the followig events (i) have
occured,/and. (ii)remain.true..and. accurate as of the moment Seller request PacifiCorp to
dec1areihtComnercial Operation has occured:
1.5.1 PacifCorp shal have reeived a certficate addressed toPacifiCorp
froma Licensed Professional Engineer (a) sttig the Facilty Capacity Ratig of the
Facilty at the anticipated time of Commercial Operation and (b) statig tht the Facilty
is able to generate electric power reliably in amounts required by ths Agreement and in
accordce with al other terms and conditions ofthis Agreement;
1.5.2 Sta-Up Testing of the Facilty shall have been completed;
1.5.3 PacifiCorp shal have received a certficate addressed to PacifiCorp
from a Licensed Professiona Engineer, an attorney in good-stading in Idaho, or a letter
from Transmission Provider, stating tht,.. in accordace with the Generation
Intercnnection Agreement, all required Interconnection Facilties have been constrcted,
all required intennection tests have. been completed and the Facilty is physically
interconnected with the Systm in conformance with the. Generation Interconnection
Agrement; and
PacifiCorp shall have reeived a certficate addressed to PacifiCorp
from a Licensed Professional Engineer, or an attrney in good stadig in Idao, statig
that Seller ha obtained all Requied Facilty Documents and, if requested by PacifCorp
2
in wrtig, Seller shal have provided copies of any or all such reuested Required
Facilty Documents. .
1.5.5 Seller shall provide notice to PacifiCorp when Seller believes tht
the Facilty has achieved Commerial Operation. PacifCorp shal have ten (10) days
afr receipt of such notice . either .to confrm to Seller tht all of the conditions to
Commercial Opration have been satisfied or have occur,. or to state with speificity
those. conditions that PacifiCorp reonably believes have not be satisfied or have. not
occured. If, within such ten (10) day period, PacifiCorp does not respond or notifies
Seller confg that the Facilty ha achieved Commercial Opation, the origina date
of receipt of Seller's notice sh be the Commercial Opration Date. If PacifCorp
notifies Seller with such ten (10) day perod that PacifCorp believes the Facilty. has
not achieved Commercial OptiOl1 Seller must adss the concer stted. in
PacifiCorp's notice to the mutu satisfaction of both Pares, and Commercial Opration
shal occur on the date of such satisfacon, as specified in a notice from PacifCorp to
Seller. If Commercial Operation is achieved at less th one hundred pecent (100%) of
the expected Facilty Capacity Rating, Seller shal provide PacifiCorp an expected date
for achieving the expectd Facilty Capacity Rating, and the Facilty Capacity Ratig on
tht date shall be the.fi Facilty Capaity Ra under ths Agreement. In no event
will delay in achievig the expected Facilty Capacity Ratig beyond the Commercial
Opetion Date postone the Expirtion Date speified in Section 2.1.
1.5.6 PacifCorp ha reived an execut copy of Exhibit H-Seller
Authorition to Releas Geeration Data to PacifiCorp
1.6 "Commercial Operation Date" mea the date the Facilty first achieves
Commercial Operation.
1.7 "Commission" mean the Idao Public Utilities Commssion.
1.8 "Conforming Energ" means all Net Energy excep Non-Conformg Energy and
Invertent Energy.
1.9 "Conforming Energ Purchase Price" mean the applicable pnce for
Conformng Energy and capacity, specified in Section 5.1.
1.10 "Contract Year" means a twelve (12) month period commencing at 00:00 hour
Mounta Prevaiing Time ("MPT") on Janua 1 and ending on 24:00 hours MPT on
December 31; provided, however, that the fi Contrt Yea shal commence on the
Commerial Opeaton Date and end on the next succeeding December 31, and the last Contrt
Year shl end on the Expirtion Date,. uness earlier termte as provided herein.
1.11 "Delay Liquidated Damages", "Delay Period", "Delay Price" and "Delay
Volume" shall have the meangs' set fort in · Section 2.3 of ths Agreement.
1.12 "Effece Date" shal have the meang set fort in Secon 2.1 of this
Agreent.
3
1.13 "Energy Delivery Schedule" shal have the meanng set fort ii Section 4.3 of
ths Agreement.
1.14 "Expiration Date" shl have the meag set fort in Section 2.1 of ths
Agreement.
1.15 "Facilty" mea Seller's project, includig the Seller's Intercnnecon Facilties,
as described in the Recitals, Exhibit A, and Exhibit B.
1.16 "Facilty Capacity Rating" means the sum of the Nameplate Capacity Ratings for
all generators comprising the Facilty.
1.17 "Force Majeure" ha the meag set fort in Secton 13.1.
1.18 "Generation Interconnection Agreement" mean the generation interconnection
agrement to be entered into separately between Seller and Tranmission Provider, as applicable,
specifyg the Point of Delivery and providi for the constction and operation of the
Interconnecon Facilties.
1.19 "Inadvertent Energy" mea: (1) energy deliver in excess of the Maxum
Monthy Purchase Obligation; and (2) energy delivered at a rate exceeding the Maximum
FaciltyDeliver Rate on an hour-averaged basis.
1.20 "Index Price" shall mean the average of: (1) the weighte average of the day
On-Pea and Off-Peak Intercontinenta Exchage™ (ICE) Mid-Columbia index (Mid-C) prices
for fi energy; and (2)the weighted average of the daily On-Pea and Off-Peak ICE Palo Verde
index (ICE Palo Verde Index) prices forfinn energy. If the ICE index or any replaceent of tht
index ceases to be published durg the term of this Agrement, PacifiCorp sha select as a
replacement a substtially equivalent index that, af any appropriate or necessa adjustents,
providesthe most reasonable substitute for the index in question. PacifiCorp's selection shalLbe
subject to Seller's consnt, which Seller shal not unasnably withold, condition or delay.
1.21 "Initial Year Energy Delivery Schedule" shall have the meanng set fort in
Section 4.3.1.
1.22 "Interconnection Facilities" ha the meang set fort in the Generation
Interconnection Agreement.
1.23 "Licensed Professional Engineer" meas a person acceptable to PacifCorp in its
reasonable judgment who is licensed to practice engineerng in the stte of Idaho, who has
trag and experience. in the engineering discipline(s) relevant to the matts with respect to
which such person is called to provide a certfication, evaluation and/or opinon, who has no
economic relationship, association, or nexus with the Seller, and who is not a representative of a
consulting engineer, contrtor, desigier or other individua involved in the development of the
Facilty,orofa manufacturer or supplier of any equipment intaled in the Facilty. . Such
Licensed Professional Engineer shall be licensed in an appropriate engieering discipline for the
required certfication being made. The engagement and payment of a Licensed Professional
Engieer solely to provide the certfications, evauations and opinions requid by this
4
Agreement shall not constitute a prohibited economic relationship, association or nexus with the
Seller, so long as such engieer ha no other economic relationship, association or nexus with the
Seller.
i .24 "Materil AdveneChange" sha mean, with respect to the Seller, if the Seller,
in the reasnable opinion of PacifiCorp, has. experienced a,material, adverse chage in abilty to
fufillitsob1igation under this Agreement.
1.25 ":Mum FacUity Delivery Rate" mean the maxum intaeous rate(kW)
at whchthe Facilty is capab1eotdeliverng Net Ouut at the Point of Deliver, as specified in
Exhibit.A, and in compliance with the Generation Interconnection Agreement.
1.26 "Maximum Monthly Purchase Obliation" mea'the'maxum amount..of
energy PacìfiCorp is obligatd to purchas under ths Agrement in a calenda month In
accordance with Commission Order 29632, the Maxum Monthy Puchae Obligation for a
given month, in kWh, shall equal 10,000 kW multiplied by the tota number of hour in tht
month and proraed for any partal month.
1.27 "Motie Force. Plan". shl have the meag set fort in Section 7 of ths
Agreement,
1.28 "Nameplate Capacity . Ratig" .... mea the maum . instataeous generatig
capaity of any quag smal power or cogeneration generating unt. supplying al or par of
the.. energy sold by the Facilty, expresed in MW, whe opera consistnt with the
maufactuer' sreommende power fator and operg parameters, as set fort in a notice
from Seller to PacifCorp delivered before the Commercial Opeation Date and, if applicable,
updtedinthe As-built Supplement.
"NefEnerg"means the energy component, in kWh, of Net Output.
1.30 "Net Output"mea all energy and capacity produced by the Facilty, less sttion
use and less trsformtion and transmission losses and other adjustments, if any. For puroses
of calculating payment under ths Agreement, Net Output of energy shal be the amount of
energy flowig thugh the Point of Delivery, less any station us not provided by the Facilty.
Net Output does not include Inadvertnt Energy.
1.31 "Non*Conforming Energ" mean Net Output produced by the Facilty prior to
the Commercial Opation Date.
1.32 "Non-Conforming Energ Purchase Price" means the applicale price for Non-
Conformng Energy and capacity, specified in Section 5.1.
1.33 "Off-PeakHoun" means all hours of the week tht ar not On-Peak Hours.
.34 "On-PeakHoun"mea hours frm 7:00 a.m. to 11 :00 p.m. Mountain Prevailing
Time, Monday thugh Satuday, excludig Weste Electrcity Coordiating Council (WECC)
and Nort Amerca Electrc Reliabilty Corporation (NRC) holidays.
5
1.35 "Output Shortfall" and "Output Shortall Damages" shal have the meanngs
set fort in Section 4.5 of ths Agreement.
1.36 "PacifiCorp" is defined in the fist paragraph of ths Agreement, and excludes
PacifiCorp Tranmission.
1.37 "PacifCorp Tranmission" mean PacifiCorp, an Oregon corpration, acting in
its trmission function capacity.
1.38 "Point of Delivery" means the high side of the generation st-up trformer(s)
located at the point of interconnection between the Facilty and the System, as specified in the
Generation Interconnection Agreement and in Exhbit B.
1.39 "Prime Rate" mea the rate per anum equal to the publicly anounced prie
rate or reference rate for commercial loans to large businesses in effect from time to tie quoted
by JPMorgan Chae & Co. If.a JPMorgan Chae & Co. prime rate is not available, the
applicable Prie Rate sha be the anounced prme rate or reference rate for commercial loans
in effect from time to time quoted by a ban with $10 bilion or more in assets in New York
City, N.Y., selected by the Par to whom interest based on the prime rate is being paid.
lAO. "Prudent Electric.al Practices" meas any of the practices, methods and acts
engaged in or approved by a. signifcant porton of the, electrica., utilty industr or any of the
pracces, metods or acts, which, in the exercise of reasonable judgment in the light of the fac
known,atthe time a decision is made, could have been expected to accomplish the desire result
at theJowestreaonale cost consistent with reliabilty, safety and expedition. Prdent Electrca
Practices is not intended to be limited to the, optium practice,. method or act to the exclusion of
al10thers,.butrather.to be a spec of possible pratices, methods or acts.
1A1 "QF"means"QualifyingFacilty", as that term is defied in the version ofFERC
Reguations (codified at 18 CFR Par 292) in effect on the date of ths Agreement.
1.42 "Required Facilty Documents" mean all material licenes, permits,
authorizations, and agreements necessa for constrction, operation, and matece of the
Facilty, including without limitation those set fort in Exhibit C.
1.43 "Scheduled Commercia Operation Date" means the date by which Seller
promises to achieve Commercial Opration, as specified in Secton 2.2.4.
1.44 "Scheduled Maintenance Periods" mean those times scheduled by Seller with
advance notice to PacifCorp as provided in Section 6.2 unless otherwse mutuly ageed.
1.45 "Scheduled Monthly Energ Delivery" means the Net Energy scheduled to be
delivered durng a given calendar month, as specifed by Seller in the Energy Deliver Schedule.
1.46 "Subsequent Energ Delivery Schedule" shal have the meanng set fort in
Section 4.3.3.
6
1.47 "System" mean the electrc trsmission substation and transmission or
distrbution facilties owned, operated or mantaed by Tramission Provider, which shal
include, afer constrction and intalation of the Facilty, the ciruit reinorcments, extensions,
and associated ter facilty reinorcements or additions require to interconnect the Facilty,
all as set fort in the Genertion Interconnecon Agrent.
1.48 "Tari' mea the PacifiCorp Trassion FERC Elecc Tarff Seventh
Revised Volume No. 11 Pro Forma Open Access Tramission Tarff or the Transmssion
Provider's corrsponding FERC taff or both, as revised frm tie to time.
1.49 "Transmission Provider" mean PacifiCorp Tranmission or a successor,
includng any regional trsmission organtion (''RTO'').
SECTION 2: TERM COMMRCIA OPERATION DATE
2.1 Ths Agrement sha become effective afer execution by both Pares and af
approval by the Commssion ("Effecte Date"); provided, however, ths Agreement shall not
beome effective until the Commssion ha deter tht the prices to be paid for energy and
capacity ar just and reasonable, in the public interst, and tht the costs incured by PacifCorp
for purhases of capacity and energy frm Seller are legitimate expenses, all of which the
Commssion will allow PacifiCorp to . reover in . rates in Idaho in the event other jursdctions
deny recovery of their proportonate shae of sad expenss.
Unless ealier termnated as provided herein the Agrement shall rema in effect until
December 31, 2029 ("Expirtion Date").
Time is of the essence of ths Agreement, and Seller's abilty to meet cen
requíments pnor to the Commercial Opration Date and to achieve Commercial Operation by
the Scheduled Commercial Operation Date is crticaly importt. Therefore,
2.2.1 By November 4,2009, Seller shal obtan and provide to PacifiCorp
copies of all goverenta permts and authoriations necessar for consuction of and
operation of the Facilty.
2.2.2 By November 4, 2009, Seller shal provide to PacifiCorp a copy of
an executed Generation Interconnection Agrent, whose term shal be consistent with
the tes of this Agreement.
2.2.3 Pnor to Commercial Opetion Date, Seller shal provide PacifiCorp
with an As~built Supplement acptable to PacifCorp.
2.2.4 By December is, 2009 Seller shall have achieved Commercial
Operation ("Scheduled Commercial Operation Date").
2.3 Seller shall cause the Facilty to achieve Commercial Operation on' or before the
Scheduled Commercial Opation Date. If Commercial Operation occur afr the Scheduled
Commercial Operation Date, Seller shal be liable to pay PacifiCorp delay damages for the
7
number of days ("Delay Period") the Commercial Opration Date occurs afer the Scheduled
Commercial Operation Date, up to a tota of 120 days ("Delay Liquidated Damages").
Delay Liquidated Damages equas the sum of: the Delay Prce times the Delay Volume,
for eah day of the Delay Period
Where:
"Delay Price" equas the positive difference, if any, of the Index Prce minus the
weighted averge of the On-Peak and Off-Pea monthy Conforming Energy Puhase
Prices; and
"Delay Volume" equals the · applicable Scheduled Monthy Energy' Delivery. divided by
the number of days in tht month.
The Pares agree that the daages PacifiCorp would incur due to delay in the Facilty achievig
Commercial Operation on or before the Scheduled Commercial Opation Date would be
diffcult or impossible to predict with certty, and that the Delay Liquidated Damages are an
appropriate approximation of such dages.
SECTION 3: REPRESENTATIONS ANW ARNTS
3.1 PacìfCorp represents, covenats, and warants to Seller that:
3.1.1 PacifiCorp is duly organized and valdly existing under the laws of
the State of Oregon.
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into ths Agrment and to perform accordig to the terms of ths Agrement.
3.1.3 PacifiCorp has taken al corporate actions required to be taen by it
to authori the execution, delivery and performance of ths Agrement and the
consumtion of the transactons contemplated hereby.
3.1.4 Subject to Commssion approval, the execution and deliver of ths
Agrement does not contravene any provision of, or consttute a default under, any
indentu, mortgage, or other material agement binding on PacifiCorp or any valid
order of any cour, or any reguatory agency or other body having authority to which
PacifiCorp is subject.
3.1.5 Subject to Commssion approval, ths Agreement is a vald and
legally binding obligation of PacifiCorp, enorceable against PacifCorp in accordace
with its terms' (except....as the enforcabilty of · this Agreement may be limited by
banptcy, insolvency, ban moratorium or similar laws affecting creditors' rights
generaly,. and Jaws. ,restrctig the availabilty of equitable remedies and excet as the
enforceabilty of ths Agreement may be subject to general principles of equity, wheter
or not such enorceabilty is considered in a proceeding at equity or in law).
3.2 Seller represents covenants, and waans to PacifiCorp that:
8
3.2.1 Seller is a limite liabilty company duly organized and validly
existig under the laws of Idao.
3.2.2 Seller ha the requisite power and authority to enter into ths
Agreement and to perform according to the ters. hereof, including all requited
reguatory authority to make wholesale saes from the Facilty.
3.2.3 Seller's shaeholders, ditors,. and offcer have taen all acons
require to authorie the executon, delivery and performance of ths Agreeent and the
constion of the tranactions contemplate hereby.
3.2.4 The execution and deliver of this Agrement does not contravene
any provision of, or constitute a default under, any indentue, mortage. or other mateal
ageement bindin on Seller or any valid order of any cour' or any reguatory agency or
other body having authority to which Seller is subject.
3.2.5 Ths Agrment is a valid and legally bindig obligation of Seller,
enorceable against Seller in accodace with its terms (except as the enforceabilty of
this Agreement may be limte by banptcy, insolvency, ban moratorium or simiar
laws afectig credtors' rights generaly and laws restrctg the availabilty of equitable
remedies and excet as the enforceabilty of ths Agreement may be subject to general
priciples of equity, wheter or not such enorceabilty is considered in a proceedng at
equity or in law).
3.2.6 The Facilty is and shall for the term of ths Agreement continue to
beaQF. Seller ha.provided..the appropriate QF cerfication, which may include a
FederaL Energy Regulatory COmmission self-cercation to PacifiCorp.prior to
PacifiCorp's execution ofthis Agreement. At any timePacifCorp ha reaon to believe
durg the ter of ths Agreement that Seller's statu as a QF is in question, PacifiCorp
iny'reuire Seller to provide PacifiCorp with a wrttn legal opinon frm an attorney in
good stading in the.stte of Idao and who ha no economic relationship, association or
nexus with the Seller or the Facilty, stg tht the Facilty is a QF and providig
sufcient proof (includig copies of all documents and data as PacifiCorp may request)
demonsttig that Seller has mataied and will contiue to mata the Facilty as a
QF.
3.2.7 Neither the Seller nor any of its pricipal equity owners is or has
withn the pas two (2) years been the debtor in any banptcy procedig, is unble to
pay its bils in the ordi coure of its business, or is the subject of any legal or
reguatory action, the resut of which could reonably be expecte to impair Seller's
abilty to own and operate the Facilty in accordace with the terms of ths Agrement.
9
3.2.8 Seller has not at any time defaulted in any of its payment obligations
for electricity purhased from PacifiCorp.
3.2.9 Seller is not in default under any of its other agements and is
curnt on al of its ficial obligations.
3.2.10 Seller own all right, title and interest in and to the Facì1ty, free and
clea of all liens and encumbrances other than liens and encumbraces related to thd-
par fiancing of the Facì1ty.
3.2.11 Seller ha no right to directly or indiectly reguate the flow of waer
to the Facì1ty except the cycling, or strig, of approxite1ylOacre-feetofwater in the
can imediately upstram of the Facilty's generting stct. Seller wartsthatit
will cycle its acve storage in the power can on a daily (24-hour) basis (or less).
Exhibits A and B accurately and completely describe the 86 Relay and th conditions
under which the 86 Relay will be in the lockout position and the sign indicati pond
high leveL.
3.3 Notice. . If at any time durng ths Agreement, any Par obtans actu knowledge
of any . event. or information which would have caused any of the. representations and waties
in this Section 3 to have been materally untre or misleadig when made, such Par shall
provide the other Par with writtn notice. of the event or. inormation, the . representations and
waranties afected,. and the action,.. if any, which such Par inteds...to tae to make the
representations and waranties true and corrct. The notice requied pursuat to ths Section
shal be given as soon as praticable afer the occurence of each such event.
SECTION4: DELIVRY.OFPOWER; AVAIABILITY.GUAR
4.1 Delivery and. Acceptace of Net Output. Unless otherse provided herein,
PacifiCorp will purchase and Seller wil sell all Net Outut frm the Facì1ty.
4.2 No Sales to Tlrd Paries. Durg the te of ths Agrement, Seller sha not sell
any Net Outputfrom the Facilty to any entity other than PacifiCorp.
4.3 Energy Delivery Schedule. Seller shall prepare and provide to PacifiCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivered by the Facì1ty
("Energ Deliery Schedule"), in accordace with the followig:
4.3.1 During the. first twelve ful calenda month following the
Commercial Operation Date, Seller predict tht the Facì1ty will produce and deliver the
following monthly amounts, ("Initil Year Energ Delivery Schedule"):
Month
Janua
Februa
Energy Delivery (kWh)
38,969
35,198
10
March 38,969
April 37,712
May 78,204
June 137,475
July 129,821
August 114,261
September 93,322
October 60,010
Novembe 58,074
December 60,010
4.3.2 Seller may revise the Intial Year Energy Deliver Schedule any
tie prior to the Commerial Operation Date.
4.3.3 Beging at the end of the nith ful calenda month of opertion,
and at the end of every 3rdmonth therear, Seller shl supplement the Energy Delivery
Schedule with thee additional month of forward estites (which sha be appended to
ths Agrement as Exhibit D) ("Subsequent Energ Deliery Schedule"), such tht the
Energy Deliver Schedule will provide at least thee months of scheduled energy
esttes at all ties. Seller shal provide Subseuent Energy Deliver Schedules no
1ateti 5:00pm of the 5th day afer the due date. If Seller does notprovide a
Subsequent Energy Deliver Schedule by the . above deadline, scheduled.. energy for the
omitted period shl equal the amounts scheduled by Seller for the same thee-month
period durg the previous year.
4.3.4 Beging with the end of the th month afer the Commerial
Operation Date and at the end of every thrd month there the Seller may not revise
the immediate next three month of previously provided Energy Delivery Schedules, but
by wrtten notice given to PacifiCorp no late th 5:00 PM of the 5th day following the
end of any such thd month, the Seller may revise all other previously provided Energy
Delivery Schedules. Failure to provide tiely wrttn notice of changed amounts will be
deemed to be an electon of no chage.
4.4 Minium Availabilty Obligaton. Seller shl cause the Facilty to achieve an
Availabilty of at leat 90% durg each month ("Guarateed Availabilty").
4.5 Liquidated Damges forOutput ShortalL. If the Availabilty in any given month
falls below the Guaanteed Availabilty, the resultig shortfall shal be expressed in kWh as the
"Output Shortall." The Output Shortall shall be calculate in accordace with the following
formula:
Output ShortaU = (Guaanted Availabilty - Availabilty) * Pas Monthy
Energy Delivery
11
Where:
Past Monthly Energy Delivery = the average of the monthy tota Net.Output
for the caenda months of the same nae as the
month of Availabilty shortall durg the thee
immediately preceding Contract Year. Unti Net
Output has been delivered durg for at leat thee
such. months, Past · Montly Energy Delivery shall
equa the average of the tota monthy Net Output
for the naed calendar month(s) durg precedg
Contract Year, if any, and the Scheduled Monthy
Energy Delivery for the naed month.
Seller sha pay PacifiCorp for any Output Shortfall at the lower of (1) the positive difernce, if
any, of the Index Price mius the weighted average of the On-Peak and Off.Peak monthy
Conform Energy Purchae Prices; or (2) the weighted average of the On-Pea and Off.Peak
monthly Conforming Energy Purchae Prices ("Output Shortal Damages").
Output Shortall Damages = Output Shortall * Output Shortall Price
Where:
Output Shortfal Prce = (Index Prce - Weighted Averge CEPP),excet
tht if Output ShortalL Prce ~ 0, then Output
Shortall Price.. =\0, and. .. except that if Output
Shortall Price ~ Weighted Average CEPP, then
Output Shortall Prce = Weighte Average CEPP.
Weighte Average CEPP = the weighted average On-Peak and Off-Pea
Conformg Energy Purcha Prces for the month
of Output Shortall
If an Output Shortfall occur in any given month, Seller may owe PacifCorp liquidated
daages. Each Pary agrees and acknowledges that (a) the damages tht PacifiCorp would incur
due to the Facilty's failure to achieve the Guaanteed Avaiabilty would be diffcult or
impossible to predict with cety, and (b)the.lìquidated dages contemplated in ths Section
4.5 are a fair and reasonable calculation of such dages.
4.6 Audit Rights. In addition to data provided under Section 8.5, PacifiCorp shall
have the right, but not the obligation, to audit the Facilty's compliance with its Guarteed
Availabilty using any reasonab1e.metods. Seller agees to reta all performance relate data
for the Facilty for a mimum of thee yeas, and to coopeate with PacifiCorp in the event
PacifiCorp decides to audit such data.
SECTION 5: PURCHASE PRICES
5.1 Energy Puchase Price. Except as provided in Section 5.3, PacifiCorp will pay
Seller Conformg Energy or Non-Conformng Energy Purchae Prices for Net Ouut adjusted
for the month and On.Peak Hours or Off.Peak Hours and the Wind Integration Cost (WLC) using
the followig formulae, in accordace with Commssion Order Nos. 30423, 30497, and 30744:
12
Where:
ARc
ARce
MPM
WIC
Conforming Energ Purchase Price = (~ * MPM) - WIC
Non-Conforming Energ Purchase Price = (ARce * MPM) - WIC
=Conformg Energy anua rate frm Table 1, below, for the year
of the Net Output.
the lower of.
85% of the Conformg Energy anua rate from Table i,
below, for the year of Net Ouut
=
or
=
85% of weighted average of th day On-Peak and Off-
Pea ICE Mid-Columbia index prices for fi energy for
the month or porton of month of Net Output.
monthy On-Peak or Off-Peak multiplier from Table 2, below, that
corresponds to the month of the Net Ouut and whether the Net
Output occured durg On-Pea Hour or Off-Pea Hours.
$5.10/MWh the Wind Integraton Cost prescribed in Commssion
Order No. 30497.
Example calculations are provided in Exhibit G.
Table 1: Conformg Energ Anual Rates (from Commssion Order No. 30744)
Conforming Energ
Annual Rate (ÁR)
Year SIM
2009 76.73
2010 75.83
2011 77.95
2012 80.24
2013 82.14
2014 84.09
2015 86.09
2016 88.25
2017 90.34
2018 92.60
2019 94.80
2020 97.05
2021 99.36
2022 101.73
2023 104.15
2024 106.64
2025 109.19
2026 112.30
2027 115.50
13
I ;~;: I
IIS.80
122.20
Table 2: Monthly On-PeakOff-Pea Multipliers (frm Commssion Order No. 30423)
Month On-Peak Off-Pea
Hours Hours
Janua 103%94%Febru 105%97%
Marh 95%SO%
April 95%76%
May 92%63%
June 94%65%
Julv 121%92%
August 121%106%
September 109010 99%
October 115%105%
November 110%96%
Deember 129%120%
5.2 Payment.
For each Biling Period in each Contract Yea, PacifiCorp shal pay Seller as follows:
For delivery of Conforming Energy:
Payment = (CEnergyon_Pea * CEPPriceo_Pea / 1000) +
(CEnergYoff-Peak * CEPPnceOf-Peak / 1000)
For delivery of Non-Conformng Energy:
Payment = (NCEnergYOn-Pea * NCEPPrceo_Pea / i 000) +
(NCEnergyOff_Peak * NCEPPriceo_Peak / 1000)
Where:
CEnergy
CEPPrice =
NCEnergy
NCEPPrice
On-Peak =
Off-Peak
Conformng Energy in kWh
Conformg Energy Puhae Prce in $/M
Non-Conformng Energy in kWh
Non-Conformng Energy Purchase Prce in $/M
the corresponding value for On-Peak Hour
the corrsponding value for Off-Pea Hour
5.3 Inadvertnt Energy. PacifiCorp may accept Inadvertent Energy at its sole
discretion, but wil not purchae or pay for Inadvertnt Energy.
14
SECTION 6: OPERATION AN CONTOL
6.1 Seller shal operte and maita the Facilty in a sae maner in accordace with
the Generation Intercnnection Agreement, Pruent Elecca Practices and in accordace with
the requiements of all applicable federal, . state and local laws and the Nationa Electc Safet
Code as such laws/and code may be .amended frm tie to tie. PacifCorp shal have no
obligation to purchase Net Output from the Facilty to the extnt the interconnection between the
Facilty and PacifCorp's electc system is diconnect, susended or intepted, in whole or
in par, puruat to.. the Generation Interconnection Agrent, or to the extent generation
curent is. requied as a result of Seller's' non-cmpliance with the Geeration
Interconnection Agreeent. PacifiCorp shal have the ngh to inpect the Facilty to confrm
tht Seller is opeatig the Facilty in accordce with the provisions of this Section 6 upon
reasonable notice to$eller. Seller is solely responsible for the operaton and maitenace of the
Facilty. PacifiCorp shall not, by reasn of its decision to inpect or not to inspe the Facilty, or
by. any. action or inaction taen with respect to any such inspection, assume or be held
responsible for any liabilty.or occurnce arsing from the operation and maitenace by Seller
of the Facilty.
6.2 Seller may. cea operation of the enti Facilty or any individua unt for
Scheduled Mainteance Penods not to exced one htmdrd fift (150) hours for eah calenda
year at such times as are prvided in the monthy opeatig schedule set fort as Exhibit D.
6.3 Energy Acceptace.
6.3.1 PacifCorpshalLbe excused frorn acceting and paying. for Net
Output.or...acceptng...Indvernt...Energy produce4....by....the,..Facilty...and..delivered.. by ..the
Seller tothePointofDeliver,ifitis prevented from doing so by an event of Force
Majeur, or .ifPacifiCorp.determnes tbtcurlment, inteption or reduction. of Net
output or Inadvertnt Energy delivenes is necessa becuse of line consttion or
matenance requiements, emergencies, electrcal systm operatig conditions on its
syste or as otherse requied by Prent Electrca Practices. If, for reasons other than
an event of Force Majeur, PacCorp requis such a curent, interrption or
reduction of Net Output delivenes for a peod that exceeds twenty (20) days, beging
with. the twenty-fist day of such inteptOll curlment or reuction, Seller will be
deeniedto be deliverig Net Output ata rate equivalent to the pro rata daly average of
the Past Monthly Energy Deliver calculated pursuat to Section 4.5. PacifiCorp will
notify Seller when the interption, curlment or reduction is ternated.
6.3.2 PacifCorp as Merchat. Seller acknowledges tht PacifiCorp,
acting in its merchat, capacity fucton as purhaer . under this Agreement, ha no
responsibility for or contrl over PacifiCorp Transsion or any successor Tranmission
Provider and that interations beteen PacifiCorp and PacifCorp Trasmission ar at
am'slengt puruat to the Tarff, FERC Order No. 888, and relate reguation.
6.3.3 PacifiCorp shal not be obligated to purhae, receive or pay for Net
Output that is not delivered to the Point of Deliveiy (a) durg ties and to the extent tht
such energy is not delivered because the interconnection between the Facilty and
15
PacifiCorp's system is disconnected, suspended or intepted, in whnIe or in par,
pursut to the Generation Interconnection Agreement, (b) durg ties and to the extnt
thtsllchenergy is not delivere because the Tranmission Provider Curls (as defied
in the Tarff Network.. Integration Transmission. Serce (as. defied in the Tarff to
PacifiCorppuruatto the ter of the Tarff, or (c) durng times and to the extent tht an
event of Force Majeure prevents either par from deliverg or receiving such energy.
6.3.4 UndernocIrcumstceswi1 the Seller deliver Net Output and/or
InadvertentEnergyfrom the Facilty to the Point of Delivery. in an amount that exceed
the Maxum Facilty Delivery Rate. Seller's faiure to limit deliveries to the Maximum
Facilty Delivery Rate shalL be a Material Brech of ths Agrement.
6.4 Incrase to the Maxmum Facilty Delivery Rate. Seller may, in accordace with
this Section 6.4 and upon wrtten approval' by PacifiCorp, increase the , Maximum Facilty
Delivery Rate, uness, afr such increase,. under norml or average design conditions the Net
Output would exceed the Maxmum Monthy Purha Obligation in any given month.
PacifiCorpapprovalofsuch increasisconditionedonthePublic Utility Reguatory Policies Act
(16 U.S.C.824a-3)ândotherapplicab1e 1awrequirigPacifiCorp to purchase the incrementa
Net Output. If Seller increases the Maximum Facilty.Delivery Rate,PacifCorp wil contiue to
pay for base Net Output at the rate(s) prescrbed by Section 5 of ths Agrement, and PacifiCorp
wì1Lpayfor incrementa NetÛutput resulting from the increase to the Maximum Facilty
DeliveryRate.attherate(s)prescribedbytheCominissionatthe tieofPacifiCorp' s approval, if
grted, of the increase in the MaiiumFaciltyDelivery Rate.PacifiCorp shal, in its
approval, if granted, specify a reasonable means of distnguishig such base Net Output . from
suchincrementalNetûutput. SelIershallnot increas the water 'storage capacity of the project
beyond. thatspecifedinExhibitA, operate the storage beyond the Cycling Period, or otherwse
ence the Facilty's eapabilty . toshiftOff-Peakgeneraton to On-Peak perods.
SECTION 7: MOTIV FORCE
Prior to the execution date of ths. Agreement,. Seller provided to PacifiCorp an engineerg
report ("i\otiveForce Plan"). Such Motive Force pian demonstrated toPacifiCorp's reasonable
satisfaction: (1) the feaibilty tht Facilty Net Bnergy will average 1,102,530 kWh in eah ful
calendar year for thefu1term of ths Agreement; and (2) the likelihood tht the Facilty, under
averae..design conditions, wil generate. at no .more tha 10 aM in any calenda month.
Despite anytg to the contrar in Section 1.5 regarding the due date for Requi Facility
Documents,' the Motive Force Plan included, or was accompaned by, all Requied Facilty
Documents relatig to Seller's right to use the. motive force as reasonably deteined by
PacifCorp(e.g. wate right and Federal Power Act license or exempton). The Motive Force
Plan. and accompanying documents are attached hereto as ExhibifF-l, together with a
certification frm áLicensedProfessiona Engineer attched hereto as ExhbitF-2, cerng to
PacifiCorp that the Facility can reasonably be expected to perorm as predcted in the Motive
Force Plan for the duration of ths Agreement.
16
SECTION 8: METERIG
8.1 PacifiCorp shall design, fush, instl, own inpect, test, maita and replace all
meterig equipment requi purt to the Geeration Interonnection Agreement.
8.2 Meterig shl be peormed at the location and in the ma specifed in Exhibit
B. and. the Geeration Intercnnecon Agrment. . All quatities of energy purchaed hereunder
shall be adjustd to account for eleccal losses (as reasonably calculated. byPacifiCorp), if any,
between the point of meteing and the Point of Delivery, so that the purchased amount reflects
the net amount of power flowing into PacifiCorp's system at the Point of Delivery.
8.3 PacifiCorpshal perodically inspect, test repai and replac the metrig
equipment as provided in the Generation Inteconnection Agrement or at the request of Seller ifSeller ha reason to believe meteg may be off an reque an inpetion in wrting. Seller
shall bear the cost for any Seller reuest. If any of the inpectons or test disclose an eror
excedig two pecent (2%), either fas or slow, prope correction, based upon the inccuracy
found, shal be, made of previous readings for the actu perod durg which the metrig
equipment redered inccurte measments if tht period can be asceed. If the actual
period. canot be ascerted,.. the prope correction shal be made to the measurements taken
durg the tie the metring equiment was in servce since las teste but not exceedig thee
(3) Biling Periods, in ,the amount the metrig equipment sha have been shown to be in error
by. such test. Any correction in bilings or payments resutig from a corrcton in the meter
records shall be mae in the next monthy billig or payment redere.
8.4 To the extent not otherse provided in the Generation Interconnecton
Agrent, al PacifCorp's cost relating to all meteg equipment inled to accommodate
Seller's Facìlty,sha be borne by Seller.
8.5 Reports and Logs. With th (30) days after the end of each Biling Period,
report shal be prepared as folloW's:
8.5.1 Report. PacifiCorp sha prepare a report as par of the biling
procss that sh include (a). the Facìlty's energy output data for the Biling Period
detling the meter readg data showig hourly Net Output in kWh for On-Peak Hour
and Off-Pea Hour and (b) accumulated hour ofun-Availabìlty recorded by the meter
readg of the 86 Relay sttus an the pond overow high level set point statu, fuer
described in Exhbit A, and any additiona relevant inormtion for the Biling Period
sufcient to caculat Avaìlabilty.
8.5.2 Plant Log. Seller sha maitan a hand-wrtten plant log showig
Facilty outaes and causes. Seller shall also maintai log of plant Avaì1abilty usin the
plantunoffcial available hour clock, fuer described in Exhbit A. Seller shal also
maintan any supportg information tht PacifiCorpmay from time to tie reasonably
reuest (includg historical water data for the Facilty).
8.6 86 Relay Status. Seller shal cause a signal to be contiuously tranmitt to
PacifCorp's metering equipment (in the form specifed in Exhbit A), signfying whether or not
the 86 Relay is in the lockout position or the Pond overflow set point is activated.
17
8.7 Cost of Performance Monitoring. Seller shall pay for and design, furnish, install,
own, inpec test maitai and replace all equipment required in order to record data required
for the reports and logs in Sections 8.5 and 8.6.
SECTION 9: BILLINGS. COMPUTATIONS AN PAYMENTS
9.1, Payment for Net Output. On or before the thirteth (30th) day following the endof
each BilingPeriod,PacifiCorpshall send to Seller payment for Seller's deliveries of Net Output
to PacifiCorp,togeter with computations supportg such payment. PacifiCorp may offset any
such payment to reflect amounts owing frm Seller to PacifiCorp or to PacifiCorp Tranmission
puruat ,.. to this .... Agreement, the Generation Interconnecion Agrement, .,...andanyother
agrent(s) between the Pares or between Seller..and PacifiCorp Transmission. Any such
offset shl be separately itemied on the statement accompanyig each payment to Seller.
9.2 Anua Invoicing for Output Shortal. Thy calenda days afer the end of each
Contract Year, PacifiCorp shall deliver to Seller an invoice showig PacifiCorp's computation of
Outut Shortal1,.if any, for all Billng Periods in the prior Contract Yea and. Output Shortfall
Damages,. if any. In preparng such invoices, PacifiCorp shall utilize the meter data provided to
PacifiCorpforthe Contract Year in question, but may also rely on historical averaes and such
other informtion as may be available to PacifiCorpat the tie of invoice preparation if the
mete data for such Contrt Yea is then incomplete or otherse notavaiable. To the extent
requied, PacifiCorp shal prepar any such invoice as promptly as practicable followig its
receipt of aètu results for the relevant Contr Year. ..., Seller shal pay to' PacifCorp, by wie
trfer of imediately avaiable fuds to an account specified in wrti by PacifCorp or by
anyotherineanagreed to by the Pares in wrtig from tie. to time, the amount set fort as due
in such invoice, . and sha within th . (30) caenda days aftr receiving. the invoice rase any
objections regaring any disputed porton of the invoice. . Objections not made by Seller with
the th-day period shal be deemed.waived.
9.3 Any amounts owing aftr the due date theref shall bear interest at the Prime Rate
plus two percent (2%) from the date due until paid; provided, however, tht the interest rate shal
at no time exceed the maximum rate. allowed by applicable law.
SECTION 10: DEFAULTS AN REMEDIES
10.1 The following events shall constute defaults under this Agreement:
10.1.1 Non-Payment A Par's failur to make a payment when due under
ths Agreement, or maintan insurnce in conformance with the reuirements of Section
12 of ths Agreement, if the failur is not cured within ten (10) business days afer the
non-defaulting Par gives the defaultig. par a notice of the default.
10.1.2 Breach of Material Ter. Breach by a Par of a representation or
waranty set fort in ths..Agreement, if such faiur or breach is not curd with thrt
(30) days following wrtten notice.
18
10.1.3 Default on Other Agreements. Seller's failure to cure any default
under any commerial or fmacing ageements or intrent (including the Generation
Interconnection Agreement) with the tie allowed for a cure under suh agreement orinent.
10.1.4 Inlvency. A Pary (a) makes an assignent for the benefit of its
cretors; (b) fies a petition or otherw commences, authories or acquiesces in the
commencement of a proceedng or cause of action under any banptcy or similar law
for the protection of creditors, or ha such a petition filed agait it and such petition is
not withdrwn or dismiss,ed with six (60) days afer such fùing; (c) becomes
insolvent; or (d) is unable to pay its debts when due.
10.1.5 Material Adverse Chage. A Mateal Adverse Chae ha occurd
with respect to Seller and Seller fails to provide such performce assurances as ar
reasonably request by PacifCorp, withn fien (15) days frm the date of such
request.
10.1.6 Sale to Thd-Par, Seller's sale of Net Output to an entity other
th PacifiCorp, as prohibite by Section 4.2.
10.1.7 A Par otherwse fails to perform any material obligation (including
but not limte to falur by Seller to meet any deadline set fort in Secton 22) imposed
upon that Par by ths Agreement if the failur is not curd with thirt (30) days after
the non-defaultig Par gives the defaultig Par notice of the default; provided,
however, that, upon wrttn notice frm the defaulti Par, ths thy (30) day peod
shal be extended by an additiona ninety (90) days if (a) the failure caot reasonably be
curd withn the thir (30) day period despite diigent effort, (b) the default is capable
of being cured with the additiona niet (90) day perod, and (c) the defaultig Par
commences the cure withn the origi th (30) day period and is at all times thereafr
diligently and continuously proceedig to cur the failur.
10.2 In the event of any default hereunder, the non-defaulti Par must notify the
defaulting Par in wrting of the circumstaces indicatig the default and outl the
requirements to cur the default. If the default ha not been cured within the prescribed tie.
above. the non-defaultig Pary may ternate ths Agreement at its sole discretion by delivering
wrtten notice to the other Par and may purue any and al11egal or equitable remedies provided
by law or pursuat to ths Agrent. The rights provided in ths Section 10 are cumulative such
tht the exercise of one or more rights shal not constitute a waiver of any other rights.
10.3 In the event ths Agrement is termte because of Seller's' default and Seller
wishes to agai sell Net Output from the facilty using the sae motive force to PacifiCorp
followig such termnatioll PacifiCorp in its sole discetion may requi that Seller do so subject
to the tes of this Agrement, includg but not limite to the purhase prices (as set fort in
Section 5), until theExpirtion Date (as set fort in Secton 2.1). At such time Seller and
PacifiCorp agree to execute a wrtten document rating the terms of ths Agreement.
19
10.4 If this Agreement is terinated as a result of Seller's default, Seller shal pay
PacifiCorp for Output Shortal for a penod of twelve (12) months from the date of termnation
plus the estiated adminstrative cost to acqui the relacement power.
10.5 Upon an event of default or termtion event resulting from default under ths
Agrement, in addition. to ..and not .in . limitation of. any other right .or..remedy under ths
Agreementorapplicable law (including any right to set-off,counterclai,orotherse withold
payment)~the non-defaultig Par may at its option set-off, against any amoUIts owed to the
defaulting/Pary, any amounts owed by the defaulting Pary UIder any confract(s) or
agement(s) between the Paries. The obligations of the Pares shall be deemed satisfied and
discharged to the extent of any such set-off. The non-defaultig. Par shall give the defaulting
Par wrttn notice of any set-off but failur to give. such notice shall not afect the validity of
the set-off.
10.6 Amounts owed by Seller puruat to this Section 10 shal be due withn five (5)
business days afer any invoice from PacifiCorp for the sae.
SECTION 11: INDEMNIFICATION
1 1.1 Indemities.
11.1.1 Indemty by Seller. Seller shalL releae, indemn and hold
haess PacifiCorp~ its diecors, offcers, agents, and reresentatives against and frm
any and alLloss, fines, penaties, clais, actions or suits, including costs and atrney's
fees, both at tral and on appe, resultig from, or arsing out of or in any way connected
with (a) the energy delivered by Seller Under ths Agrmeft to and at the Point of
Delivery,. (b) any facilties on Seller's side of thePointofDeHvery, (c) Seller's operation
and!ormaitenace of the Facilty, or (d) arsing from ths Agreement, including without
limitation' any. loss, claim, action or . suit, for or on account of injur, bodily or' otherwse,
to, or death of, persons, or for daage to, or destrction or economic loss of propert
belonging to PacifCorp, Seller or others, excepting only such loss, clai, action or suit
as maybe caused solely by the fault or gross neglgence of PacifiCorp, its diectors,
offcers,emp10yees, agents or representatives.
1 1 .1.2 Indemnty by PacifiCorp. PacifiCorp shal release, indemnif and
hold harless Seller, its dictors, offcers, agents, lenders and representatives against
and from any and al110ss, fies, penaties, clais, actions or suits, including costs and
attorney's fees, both at tral and. on appea, resultig from, or arising out of or in any way
connected with. the.. energy delivered by Seller under this Agreement afer. the.Point of
Delivery, including without limitation anyloss, clai, action or suit, for or on account of
injur, bodily or otherwse, to, or death of, peons, or for damage to, or destrcton or
economic loss of proper, excepting only such loss, clai, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, offcers, employees,
agents, lenders or representatives.
11.2 No Dedcation. Nothng in ths Agreement shall be constred to create any duty
to, any standard of cae with reference to, or any liabilty to any person not a Pary to ths
20
Agreement. No undertg by one Par to the other under any provision of this Agrement
shall constitute the dedcation of tht Par's system or any porton thereof to the other Par or
to the pubHc,norafect the sttu of PacifiCorp as an independent public utility corpation or
Seller as, an 'independent individua or entity.
11.3 CONSEOUENTI DAMGES. EXCEPT TO THE EXTNT SUCH
DAMGES AR INCLUDED IN TH LIQUIATED DAMGES, DELAY DAMGES, OR
OTHR SPECIFIED MESUR OF DAMGES EXPRESSLY PROVIDED FOR IN THS
AGREEMET, NEITHR PARTY SHAL BE LIALE TO TH OTHR PARTY FORSPECIAL,PUNTNE, INIRCT, EXEMPLARY OR CONSEQUE DAMGES,
WHTHER SUCH DAMGES AR ALLOWED OR PROVIED BY CONTCT, TORT
(INCLUDING NEGLIGENCE), STRCT LIABILITY, STATU OR OTHERWISE.
SECTION 12: LIAILIT AN INSURCE
12.1 Cerficates. Seller shall provide PacifiCorp (att: Back Offce) inurance
ceficate(s) (oL"ACORD Form" or the equivalent) certifyg Seller's compliance with the
insurance.requirenients hereunder. 'ComnercialGener Liabìlty coverae wrttn on a "claimsø
mae"basis, ifany,sha1 be speificaly identified on the ceficate. Ifrequested by PacifiCorp,
a copy of each insurance policy, ceed as a tr copy by an authorized reprsentative of the
issuig insurance company, shal be fushed to PacifiCorp.
12.2 Required Policies and Coverges. Without limtig any liabilties or any other
obligationsof.Seller under ths. Agreement, from the commencement of interconnection with
System thoug the teor this Agreeent, at its..ownexpense, Seller shaL secure and
continuously ca, with an insurance company or comPanes ratednotlower th "A- or bettr"
by the A.M. Best Company,. the insurance coverage specifed below:
12.2.1 Worker's.Compenstion inurce which complies with the laws of
the state withn which the Facilty is located;
12.2.2 Commercial Genera Liabilty inurce with bodily injur and
property daage combined single lits of at leas $1,000,000 pe occurnce. Seller
shall maintai the policy in accordace with te available in the inurce market for
similar electrc generatig facilties. Such inurance sha include, but not necessarly be
limited to, specific coverge for contrtul liabilty encompassing the indemnfication
provisions in ths Agrement, broad form proper daage liabilty, personal injur
liabilty, explosion and collapse hazd coverage, products/completed operations liabilty,
and, where applicable, watercraf protection and indemnty liabilty;
12.2.3 All Risk Insurance. The policy shal provide coverage in an amount
equaltonotJessthan 80% of the curt replacement in kid of the Facilty for "all risks"
of physical loss or daage except as heeiner provided, includng coverage for boiler
and.. machinery,.....trsif and off-site storage accident exposure, but excludg the
equipment owned orleaed by Opertor and its subcontrtors and their pesonal
prope. The policy may contai separate sub-lits and deductibles subject to
inurance company underting guidelines. Seller shall maintai the policy in
accordance with terms available in the insurance maket for similar electrc generating
21
facilties. The policy shal include coverage for business interuption in an amount
covering a perod of indemnity equal to twelve (12) months. Additiona coverages to be
included ar:
(a) Cataophic Penls Inurance not less th 80% of the curent
replacement cost of plant, building, and/or equipment.
12.3 Insurce Strcte. Seller may satisfy the amounts of insurance require above by
purhasing prmar coverage in the amounts speified or by buyig a separte excess Umbrella
Liabilty policy together with lower limt primar underlyig coverage. The strct of the
coverage is at Seller's option, as long as the tota amount of insurce meets the above
requiments.
12.4 Occurrence-Based Coverage. The coverage required above, and any umbrella or
excess coverage, shall be "occurence" form policies. In the event tht any policy is wrtten on a
"clais-made" bais and such policy is not renewed or the retroactive date of such policy is to be
changed, the fit inured Par shall òbta or cause to be obtaed for each such policy or
policies the broadest basic and supplemental extended reportg penod coverage or ''tl''
reaonably available in the commercial insurce market for each such policy or policies and
shal provide the other Par with proof that such basic and supplementa extended report
penod coverage or "tail" ha been obtaned.
12.5 Endorsement Items. Seller sha immediately cause its insurs to amend its
Commercial General Liabilty and Umbrella or Excess Liabilty policies with all of the followig
endorsement items, and to amend its Worker's Compensation policy with the endorsement items
set fort in Paragraphs 12.5.3 and 12.5.4 below:
12.5.1 PacifCorp and its Afliates, their respective dictors, offices,
employees, and agents as an additiona insurd under ths policy and to the maum
extnt alowed by law, shal be provided with coverge at least as broad as those requird
of the Seller by this Agreement;
12.5.2 Ths insurce is pr with respect to the interest of PacifCorp
and its Affliates and their respective directors, offcers, employees, and agents;
12.5.3 Insure hereby waives al nghts of subrogation agains PacifiCorp,
its Affliates, offcers, diectors, employees and agents;
12.5.4 Notwthstadig any provision of the policy, ths policy may not be
caceled, non-renewed or materaly changed by the insurr without givig ten (10) days'
prior wrttn notice to PacifiCorp; and
12.5.5 Cross liabilty coverge so tht the insurance applies separtely to
each inurd againt whom clai is made or suit is brought, even in instances where one
insur claims against or sues another insured.
12.6 Penodic Review. PacifiCorp may review ths schedule of required inurance as
often as once every two (2) year. PacifiCorp may, in its discretion and if allowed by the
22
Commission, require the Seller to mae chages to the policies and coverages described in ths
Section 12 to the extt reonably necessa to cause such policies and coverges to conform to
the insurance policies and coveraes tyicay obtaed or reuied for power generation
facilties comparable to the Facilty at the tie PacifCorp's review taes place. In additioll
Seller sha have the right, subjec to PacifiCorp's consent, to make changes in the coverages and
limts of the Builder's All-Risk Inurce and the All-Risk Inurce reuied .underthis Section,
to the,'. extnt the coverages and limits specified ..hereinare not resonably available at
commercially reasonable rates.
SECTION 13: FORCE MAURE
13.1 As used in ths Agrement, "Force Majeure".or"an event of Force Majeure"
means any cause beyond the reasnable control of the Seller or of PacifiCorp which,. despite.the
exercise of due dilgence, such Par is unable to prevent or overcome. By way of exaple,
Force Majeur may include but is not limited to acts of Go, flood, strms, war, hostilities, civilstrfe, stres, and other labor distbances, eaquaes, fis, lightng, epidemics, sabotae,
restt by court order or other delay or failur in the perormce as a result of any acton or
inacon on behalf of a public authority which is in each case (i) beyond the reasnable control of
such Par, (ii)by the exercise of reasonable foresight such Par could not reasnably have been
expectedto avoid and (ii) by the exercise of due diligence, such Par shall be unble to prvent
or overcome. Force Majeur, however, specificaly excludes the cost or avaiabilty of ful or
motive force to opeate the Facilty or chages in market conditions tht afect the prce of
energy or tramission. If either Par is rendered wholly or in par unble to peorm its
obligation.under ths Agrement becaus of an event of Force Majeure, both Pares shal be
excused from whaever performance is afecte by the event of Force Majeur, provided tht:
13.1.1 the non-peormg Par, shal, with two (2) weeks after the
occurence of the Force Majeur, give the other Pary wrtten notice. descnbing the
parcular of the occurnce, including the st date of the Force Majeure, the cause of
Force Ma.jeure, whether the Facilty re parally operationa and the expected end
date of the Force Majeure;
13.1.2 the suspension of performance shall be of no greater scope and of no
longer duration than is requid by the Force Majeur;
13.1.3
to peform; and
the non-perormng Par uss its best efforts to remedy its inabilty
13.1.4 the non-pedormin Par shall provide prompt wrtten notice to the
other Pary at the end of the Force Majeure event detling the end date, cause there of,
daage caused there by and any repairs tht were . requied as a result of the Force
Majeur event, and the end date of the Force Majeur.
13.2 No obligations of either Par which arose before the Force Majeure causing the
suspension of performce shal be excused asa result of the Force Majeure.
23
13.3 Neither Par shal be requied to sette any stke, wakout, lockout or other labor
dispute on term which, in the sole judgment of the Par involved in the dispute, are contrary to
the Par's best intersts.
SECTION.14: SEVERAL OBLIGATIONS
Noth contaed in ths Agrent shal ever be constred to create an association, trt,
paershp or joint ventu. or to.. impose a trst or. parerhip duty, obligation or liabilty
between the Pares. If Seller inc1udes.two or more pares, each such par shal be jointly and
severay liable for Seller's obligations under ths Agreement.
SECTION is: CHOICE OF LAW
Ths Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idao, excludig any choice of law rues which may dict the application of the laws of another
jursdicton.
SECTION 16: PARTI INALIDITY
It is not the intention of the Pares to violate any laws governing the subject mar of ths
Agreement. ....' If any of the term of the. Agrement arefinly held or detered to be invalid,
ilegal or void as being contr to any applicable law or public . policy, al other term of the
Agreement shal remai in effect. If any ters ar filly held or deterined to be invalid,
illegal or void, the Paries shal enter into negotiationsconceming. the. term afected by such
decision for the purse of achieving conformity with requiements of any applicable law and
the intent of the Pares to this Agreement.
SECTION 17: WAIR
Any waiver at any tie by either Par of its rights with respect to a default under this
Agreement or with respect to any other matts arsing in connection with ths Agreement must
be in wrting1andsuch waver shall not be deemed a waiver with respect to any subsequent
default or other matt.
SECTION 18: GOVERNMENTAL JUSDICTION AN AUTHORITIONS
Ths Agreement is' subject to the jursdiction of those goverental agencies havig control over
either Par or ths Agreement. PacifiCorp's compliance with the terms of ths Agreement is
conditioned on Seller's submission to PacifiCorp prior to the. Commercial Operation Date and
mantaining therear copies of all local, state and federa1licenses,permts and other approvals
as then may be requid by law for the constrction, operation and maintenance of the Facilty.
24
SECTION 19: SUCCESSORS AN ASSIGNS
Ths Agreement and all of the term and provisions hereof shall be bindig upon and inur to the
benefit of the respective successors and assign of the Pares hereto, except that no assignent
hereof by either Par shall become effective without the wrttn consent of both Pares being
firstobtaed. Suchconsentsha1 not be unnably witheld. Notwthtadin the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may.conveyor trfer substatially al of its electrc utiity asset, sha automatically, without
fuer act, and without nee of consent or approval by the Seller, succeed to all of PacifiCorp's
rights, obligations, an interst under ths Agreeent. Ths arcle shal not prevent a finacing
entity with recorded' or secur rights from exerising al rights and remedies available to it
under law or contract.' PacifCorp shal have the right to be notified by the fiancing entity that ìt
is exercising such rights or remedies.
SECTION 20: ENTIR AGREEMENT
20.1 Ths Agreeent supersedes all prior agents, proposas, representations,
negotiatons, discuSsions or iet~ wheter oral or in wrting, regag PacifiCorp's purchase of
Net Output from the Facilty. No modification of ths Agrement shal be effectve uness it is in
wrtig and. signed by both Pares.
20.2 By executig this Agreient,eahPar releases the other from any claims,
known or unkown, tht may have arisen prior to the Effective Date with respect to the Facilty
and any predecessor facilty proposed to have ben constrcte on the site of the Facilty.
SECTION21: NOTICES
All notices excetas otherwse provided in ths Agrent shal be in wrtig, shal be died
as follows and sha be considered delivered if delivered in person or when depsited in the u.S.
Mai, postae prepaid by ceed or registered mal and retu receipt requested.
Notices PacifCorp Seller
All Notices PacifiCorp Bell.Mounta Hydro, LLC
825 NE Multnomah Street Portland,5203 South 11 th Eas
OR 97232
Idao Falls, ID 83404
Att: Contract Admnisttion,
Suite 600
Phol1e: (503) 813 - 5952 Phone: [phone]
Facsimle: (503) 813 - 6291 Facsime:[phone]
Dus: 00-790-9013
Federa Tax il Numbe: 93-0246090 Federa Tax il Number: 26-
2569876
All Invoices:Att: Back Offce, Suite 700 Same as above
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
25
Not ...PaCor Sel
Sdiia:AttR. P1a Suite 600 Sae as abve
.,..Pho: (503)813 - 60'.'
Facile: (S0) 813 - 6265 ...,J.å:AUn: Bac Ofce. Su '7 Sam as abo
P1: (503) 813- 5578
Facse: (503) 813 - 5580
Wir TI'er Ba On N.A.
To be prde in.se 1e:6
PacCm to Seler
Crt...Att Ct Maag, Suite 1900 Sa as abve
CeDee..:Phne: (S03) 813 ~ 5684
..Facle: (503) 813-560
Wi.AdDa Att PacCo Oe Cosel Sam as abveNollofu~ [phone]
Even of Deult Fac: [phone]orPøEven ofDe
to:...............
.
Th Par may cb th pe to who such noce ar adse or th adia by
p: wrtt iice th in acrd with ths Seon
IN WIS WHF,11 Pai heba cad th Agent to be exec
in th ieve na as of th da fi abe w.
~
By:.£I ·
f\ø..,..fø.. 13 r ll)j) f
Nam: Br Grld r Name: Ted Sor
nde~ Di, Sh-te Oraton & QF Cotrs Title: Ma
26
EXHIT A
DESCRITION OF SELLER'S FACILITY
(Seller to Complete)
Seller's Facilty consist of one (1) hydrelectrc generator manufacd by Genera Electrc.
More specifically, the Facilty is desribed as:
Two creeks, Bell Mounta Creek and Mahogany Creek, fee into a 2-mile ca, which Seller
ha recently lied, and 16,000 feet of new steel pipe. Seller has also inled a new Pelton
wheel and a new 290 kW generator. The water is used both for irgation and power production.
Water flow is year-round and irgation seasn is frm Apri to Octobe. Seller ha a non-
consumptive water right to generate power. Seller ha the abilty to stre approximately 10 acre.
fee of water in the can (the "Pond"), which is equivalent to about 7 hours of generation at the
Facilty Capacity Ratig.
Seller has no right to dictly or indiectly reguate the flow of water to the Facility excet the
cycli, or storiii, of approximately 10 acre-feet of water in the can immediately upstrea of
the Facilty's generati strctu. Seller intends to utiize any Pond storage with the Cycle
Period and operate the plant to maximize Net Output durg On.Peak Hours withn the Cycle
Perod.
Subject to Section 1.3, the Facilty shal be deemed un.Avaì1ab1e whenever any of the followig
occur:
1. The 86 Relay is in the lockout position. The 86 Relay in the lockout position
mea the plant is offine and caot auto resta.
2. The Pond level is at or above 71 inches (the overow high level set point) and
the plant is offine.
Subject to Section 1.3, the Facilty shal be deemed Available when both of the followi
conditions exist: (1) the 86 Relay is in the manual position or auto resta position; and (2) the
Pond overfow high level set point is not acvate. The auto resta or maua position is
maintaed whenever any of the followig occur:
1. Facilty breaer is closed and the plant is online.
2. Auto resta of the Facilty's generator afer a trp caused by a disruption from the
System (e.g. high or low voltage).
3. Auto rest of the Facilty's generator afer Off-Pea Hour storage time ends.
4. Auto resta of the Facity's generator when Pond norm high level set point is
reached.
5. Auto shutown of the Facilty's generator at sta of Off-Peak Hours storagetie.
The 86 Relay will trip to the lockout position whenever any of the following occur:
1. The Facilty's generator fais to auto resta afer two attempts with twenty
minutes.
A-I
2. The trp of Facilty safety relays, excessive temperatue or vibration, loss of
penstock pressure, etc.
The 86 Relay in the lockout position or the Pond overfow high level set point activated will:
1. Activate a telephoned alar to the Seller continuously unti the event is corrcted
by Seller.
2. Actvatethe Seller's cumulative unoffcial unvailable hour clock.
3. Actvate PacifiCorp's cumulative unvailable hour clock locate in PacifiCorp's
kWh Net Output met which can then be remotely rea via telephone by
PacifCorp.
Seller shal provide a sign to PacifiCorp's meter from the 86 Relay and from the Pond overow
level set point. The signal shall be in the followig format:
Unavailable hours clock will sta with a closed contact and stops with a open contat
PacifCorp's clock activation circuit shal be 12 volt DC.
Type (synchronous or inductive): Inductive
Model: General.Electrc
Number of Phases: 3
Rated Output (kW): 290 Rated Output (kV A):378
Rated Voltage (line to line):
RatedCurrent(A): Stator:.450 A; Rotor:
MaximumkWOutput("MaxrnumFacilty Delivery Rate"): 290 kW
MaximumkVAOutput: 378 kVA
MinimumkW Output: ,5 kW
Flow afminIDumgeneratioli: 0.3 cfs
Flow at maXmum generation: 7 cfs
Facilty Capacity Rating: 290 kWat 0.95 Power Factor
Identify the rnaxum output ofthegenerator(s) and describe any dierences between that
output and the Nameplate Capacity Rating:
Station servce requirements, and other loads served by the Facilty, if any, are described
as follows: None
Location of the Facilty: The Facilty is located 40 miles nort of Howe in Butte and Lem
Counties, Idaho. The location is more parcularly describe as follows:
SWl/4, SW v., Sec 7, T 10 N, R 27 E, Boise Meridian
Power factor requirem.ents:
Rated Power Factor (PF) or reactive load (kV AR): 150 KV AR capacitor ban corrects Power
Factor to at leat .95.
A-2
EXlITB
POIN OF DELIVERY / PARTIES' INTERCONNCTION FACILITIES
(Seller to provide its own diagram and description J
Instrctions to Seller:
I . Include descrption of point of meteg, and Point of Deliver
2. Provide internnection single line drwig of Facilty including any trsmission
facilties on Seller's side of the Point of Delivery.
The point of meterig is on the lower side of the .48 KV / 25 KV ste-up tranformer. The
mete is adjus to account for trsformer losses, which amount is approximately 1.4%, to
the Point of Delivery. The Point of Delivery is the "change of ownership" as shown in the
attached one-line diagram entitled "One-line Diagam Depicting the Generatig Facilty,
Interconnection Facilties and Meterng Equipment".
The 86 Relay is designte as Style: 86, Function: Lockout Relay and/or Style: 86VF
Function: , VoltlFreq Lockout Relay in the atthed one-lie diagam entitled "Soreson
Engieerg Pancheri 290kW Hydro Prject" revision "G", dated 9-23-2009.
B-1
__ __ __ __ __ _~ _~__ __'f _ __ __ i
~l---_.i"""__ 11--_.,
)1I. i-------------~~-----1I....- ..,-~ t.... M !
i------..(,.--.(-r-r-~~---- iI ; l r ..--~---1
N:1l RI MD EQ l.JE 1Ert1I "'.....
.-_..T .... ..
:l 17nJ47
IInR MIIl_.
Lf---~-mà-INTt 1 - PU IS PR TtSHDlllJAD.ir~as lÐ IS ~ HI- W1NO AU Ii WlT i:lN;. li ClHI U:VE litI UNT 0F
-.. ---I!~~!.~=--..-&. BAT EL 1P" Ei
A IUl.,. JIT EUCTIoW IHIUD IV D1
&. =~ -; ß:rlLETRb: MD IV .lT EL. PAAT IF NF
~&&
A
t!'lEac'l -D£ DD-Ø'.....i'..CI . ei 11tI -iliN'tI"-ii~TO-_lrø........II
DEC 0 It 20
DISTRIBUTON GENERATOR
INTERCONNECTION AGREEMENT (DGIA)
between
PACIFICORP
and
BELL MOUNTAIN HYDRO, LLC.
Pancheri Hydro
13.5 Chages to the Notice Informtion
Either Par may chage ths informion by givig five Business Days wrtten notice pnor to
the effective date of the change.
Arle 14. Signatures
IN WITNSWHEREOF,thePares have caused this Agrement to be executed by their resecive
duLy authonzedreresentatives.
Bell Mountain Hydo, LL.~~...-Name:
¡¿\. ~ . '~rTitle:,r.i IrMm/~/~.
Date: Dec.. 4, ,)co8 Date:
t1&t( t'-1
/2- /¿ I Zany, I
Title:
EXHIBITC
REQUID FACILITY DOCUMNTS
Quaifg Facilty Number from FERC: QF08-S92-o00
Interconnection Agrement - Provided May i, 2009
FERC Exemption No. 5637
Documentaon of right to us for hydrelectrc genertion the water flow describe in
the Motive Force Plan.
The followig Documents are requid to complete this project:
Easernents:
From Pancheri to use:
BLM Right of Way No. ID1 - 17569
ForestService Right of Way No. LSR - 32
Perts:
C-1
EXIDBITD
ENRGY DELIVERY SCHEDULE
rProiect Name)
_MW Nameplate
Caoacitv
Base Estimated Generation Monthly NET Capacity
Estimates kWh Ave KW/mo Factor
January 48,711 65.5 23%
February 43,997 65.5 23%
March 48,711 65.5 23%
ADril 47,140 65.5 23%
Mav 97,754 131.4 45%.'
June 171.844 238.7 82%
Julv 162,276 218.1 75%
August 142,826 192.0 66%
September 116,653 162.0 56%
October 75,012 100.8 35%
November 72,593 100.8 35%
December 75,012 100.8 35%
TOTAL:1,102,530 %
Scheduled Maitenance - Seller will provide a suggestd maitenace schedule anualy not to
exceed 150 hour per calenda year.
D-l
EXHITE
START-UP TESTIG
Requid factory testg includes such checks an tests necessa to determine that the
equipment systems and subsystems have bee prperly manufactued and intaled fuction
properly, and are in a conditon to permt safe and effcient sta-up of the Facilty, which may
include but ar not limited to:
1. Test of mechanical and eleccal equipment;
2. Calibration of aD monitoring instrents;
3. Operag test of all valves, opera, motor strs and motor;
4. Alansi signals, and fail-sae or system shutdown contrl test;
5. Point-to-point contuity test;
6. Bench test of protetive devices; and
7. Tests requi by manufactr of equipment
Require st-up tests are those checks and tests necessar to detere that all featues
and equipment, systems, and subsystems have been properly intaed and adjusted, fuction
properly, and ar capable of operatig simultaeously in such condition tht the Facilty is
capable of continuous delivery into PacifCorp's electrca syste, which may include but are
not limited to:
1. Turbine/generatr mechancal rus and fuctonality;
2. Sysm opeation test;
3. Brake test;
4. Eneriztion of trformers;
S. Synchrnizing tets (maua and aut);
6. Excitaon and voltae regulation option tests;
7. Auto stop/stsequence;
8. Completion of any state and federa environmenta testg requirements.
9. Tes reuired by manufactu of equipment;
E -1
Pip Pip Fncn Hea
Diem Leng Fac Los
lnehe fee ef ftse ft
19.50 14,63 100 ,.0 0.5 1.3
'IUD 14,63 100 2.1.0 4.8'9.5 14,63 100 3.00 1.4 9.819.5 14.63 100 4.0 1.9 16.719.5 14,63 100 5.00 2.4 25.219.5 14,63 100 6.0 2.9 35.419.$14,638 100 7.0 3.4 47.119.5 14,63 100 8.00 3.8 60.319.5 14.63 100 9.00 4.3 75.0'9.5 14.638 100 10.0 4.8 91.1
Exlbit F.1
Pancheri Hydro Motive Force Plan
He Los
Pip
Mt
STL
STL
STL
STL
STL
STL
STL
STL
STl
STL
KW 0u Atval' flow
Sta Net Turbine geraor OUFloHealoHedHeEfficencEfficnc
CFS Fl Ft Ft %%KW
1 1.3 503.00 501.72 77.80 0.8 28.7
2 4.6 503.00 498.37 8345 0.93 65.5
3 9.8 50.00 49.2 '85 0.9 100.816.7 503.00 48.3 84 0.9 131.4
25.2 50.00 4n.76 85.2 OM 162.0
35.4 503.00 46.62 86..0.9 192.0
47.1 50.00 45.93 85.9 OM 218.1
60.3 50.00 442.73 8470 0.9.238.7
75.0 50.00 428.04 86.5 0.94 26.1
91.1 50.00 411.89 86.5 OM 28.5
KW-HRs ba upo ex wate fl per exising rerd an corsio to dry crk
TotAveraeFlowAvera
CFS Kw Kw-hr
Jan 2 65.5 48.711
Feb 2 65.5 43.997
Mar 2 65.5 48.711
Ap 2 65.5 47.140
may 4 131.4 97.75June8238,7 171.84
July 7 218.1 162.2
Aug 6 192.0 142,8set51620118,65
OC 3 100.8 75,012
Nov 3 100.8 72,59De3100.8 75.012
Este Avera 1,102
On Pe
Average
Kw-hr
27,83
25.141
27.83
26.93
55,86
98,197
92,72
81,615
66854288
41,481
42.88
63,017
Prepare by Ted S. So P.E.
Of. PeakAvera
Kw-r
20,876
18,856
20,876
20,2041,_
73.647
69,547
61,211
49,99
32.148
31,111
32,148
47213
Hyro Mot fo Pl
EXHITG
SAMLE ENRGY PURCHASE PIDCE CALCULATIONS
The followig are samples of caculations of ener purhae prices using the formula and tables
in Secton 5.1.
The calculation fOf the non-leveli purhae price durg an On-Peak Hour in May of 2009
equals$76.73/MWh (the 2009 anua fate for Conformg Energy) multiplied by 92%(0.92)
(the May On-Peak Hour multiplier) minus $5.10IMWh (the wid integration cost), which equals
$65A9/MWh.
Table 3: Sample calculations for non-1evelized On-Pea Conformg Energy in 2009: Purhae
Price;: (anua rate'" monthy On-Peak multiplier) - wid integrtion cost.
Conforming
Energ Calculted Purchase
Annual Rate On-Peak Wind Price for 2009 On-
for 2009 Hour Integration Peak Conforming
Month (perMWh)Multiplier Cost Energ (per MWh)
Janua $76.73 103%$5.10 $73.93Febru$76.73 105%$5.10 $75.47
March $76.73 95%$5.10 $67.79
Apn1 $76.73 95%$5.10 $67.79
May $76.73 92%$5.10 $65.49
June $76.73 94%$5.10 $67.03
July $76.73 121%$5.10 $87.74
August $76.73 121%$5.10 $87.74
September $76.73 1090/Ó $5.10 $78.54
October $76.73 115%$5.10 $83.14
November $76.73 110%$5.10 $79.30
Deceber ,$76.73 129%$5.10 $93.88
Table 4: Sample caculations for non-1eveli Off-Peak Conformng Energy in 2009: Purhae
Prce = (anual rate'" monthy Off-Peak multiplier) - wid integrtion cost.
Conformg
Energ Calculated Purchase
Annual Rate OtT-Peak Wind Price for 200900-
for 2009 Hour Integration Peak Conformng
Month (perMWh)Multiplier Cost Energ (per MW)
Janua $76.73 94%$5.10 $67.03
Februar $76.73 97%$5.10 $69.33
Marh $76.73 80%$5.10 $56.28
Apn1 $76.73 76%$5.10 $53.21
G -1
Conforming
Energ Calculated Purchase
Annual Rate Off-Peak Wind Price for 2009 Off-
for 2009 Hour Integration Peak Conformg
Month (perMWh)Multiplier Cost Energ (per MW)
May $76.73 63%$5.10 .$43.24
June $76.73 65%$5.10 $44.77
July $76.73 92%$5.10 $65.49
August $76.73 106%$5.10 $76.23
Septembe $76.73 99%$5.10 $70.86
October $76.73 105%$5.10 $75.47
November $76.73 96%$5.10 $68.56
December $76.73 120%$5.10 $86.98
G-2
H-l
BXR
Se Aatl to.. Gt.. Da to PlcI(lØlCtti Ci uttlt
Traiss Se.
At: Di, TnmlS Se
82S NB MutD Su 1600
Po OR. 9732
u: Be Me.. Hy IL Ii 1t
De Sir:
Bo.Mo Hyd LL lHw1u .1t Pa na IJ1I1Ðsh Be Mø Hyc LL'a I.. ÍI in an ..ma cJ re to Be Mo Hyd LL1 hy Qa Facty 10 40
miesær ofdi1D of Ho Bu Ox, Ic wiMm Af em of
Pa Bn, iDJinø.bull li1Ð tl iD th CoIl Tra gr.BellMo Hyc,LL ac tbPaCor dihio pi it an priieiop. or~.ln.exfo.tI.voUDcc
.£¿4~'
Name
J1&ctI, g.
"ïite