20100820Application Approval Two Power Contracts.pdf

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RECEI
Augut 20, 2010
20fU AUG 20 AM 9= 39
201 Souh Main, Suite 2300
Salt Lake City, Utah 84111
VI OVERNIGHT DELIVERY
Jean Jewell
Idaho Public Service Commssion
472 W. Washigton Street
P.O. Box 83720
Boise, Idao 83720-0074
RE: Case No. PAC-E-I0-05, Application of Rocky Mounta Power for Approval of Power
Puchase Agreements
Dear Ms. Jewell:
Enclosed for filing in the above captioned matter, please fmd the original and seven (7) copies of
Rocky Mounta Power's Application for Approval of Power Puchase Agreements. Also,
enclosed are the two Power Purchase Agreements entered into between Rocky Mounta Power
and Power County Wind Park Nort LLC and Power County Wind Park South, LLC
Please contact Danel Solander at [phone] if you have any questions.
Very try yours,O~~~/~1~ffrey K. Larsen /
Vice President, Reguation
Enclosurs
Cc: Peter 1. Richardson
Gregory Adams
Mark C. Moench
Danel E. Solander
201 S. Main, Suite 2300
Salt Lae City, UT 84111
Telephone [phone]
Fax: [phone]
mark.moench~pacificorp.com
dael.solander~pacificorp.com
REGEn!
20lû AUG 20 AM 9= 39
tD--\I~-f(J
UTILITIES
Jeffey S. Lovinger
Kenneth E. Kaufan
Lovinger Kaufian LLP
825 NE Multnomah, Suite 925
Portland, Oregon 97232
Telephone: [phone]
Fax: [phone]
lovinger~lk1aw.com
kauf~1kaw.com
Attorneys for Defendant PacifiCorp dba Rocky Mounta Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
WILAND, INC.,
Complaiant,
)
) CASE NO. PAC-E-I0-05
)
) APPLICATION OF ROCKY
) MOUNTAI POWER FOR
) APPROVAL OF POWER
) PURCHASE AGREEMETS
)
v.
PACIFICORP,
Defendant
COMES NOW, PacifiCorp, d//a Rocky Mounta Power ("Rocky Mounta
Power"), and puruat to RP 52, hereby respectfully applies to the Idaho Public Utilities
Commssion (the "Commission") for an Order approving two Power Puchase
Agreements entered into between Rocky Mountan Power and Power County Wind Park
Nort, LLC and Power County Wind Park South, LLC (the "LLCs") dated Augustl8,
2010: the Power County Wind Park South Power Puchas Agreement and Power County
APPLICATION OF ROCKY MOUNTAIN POWER - 1
Wind Park Nort Power Purchase Agreement (collectively, the "PPAs"). The LLCs and
Windland, Inc., support ths Application. Rocky Mounta Power staes as follows:
1. PacifiCorp, an Orgon corpration, is an electrcal corporation and
public utility doing business as Rocky Mountan Power in the stte of Idao and is
subject to the jursdiction of the Commission with regard to its public utilty
operations. PacifiCorp also provides retal electrc servce in the states of Uta,
Oregon, Wyoming, Washigton, and Californa.
2. Windland, Inc, is a Californa corporation ("Windland") and
manger and sole member of the LLCs which are both Delaware limited liabilty
companes.
3. On Augu 16, 2010, Rocky Mounta Power, Windland, and the
LLCs entered into a Settlement and Releae Agrement ("Settlement
Agreement"). By its terms, the Settlement Agreement operates as a full and
complete general releas of Rocky Mounta Power by Windland and the LLCs
from any and all clais, demands, actions, suits, and causes of action arsing out
of, or in any way related to the subject matter of Windlands complait in IPUC
Case No. PAC-E-1O-05 fied on or about April 6, 2010 with regard to the Power
County Wind Park Nort project and the Power County Wind Park South project.
In addition, with regard to any quaifying facilty projects presently or hereer
owned, contrlled or promote by the LLCs, by Windland, or by their afliates,
subsidiares, successors or assigns, the Settlement Agreement operates as a ful
and complete general releae of Rocky Mountan Power by the LLCs and
Windland of any and all claims, demands, actions, suits, and causes of action
APPLICATION OF ROCKY MOUNTAIN POWER - 2
arsing out of, or in any way related to the assertion that any such qualifying
facilty is entitled to published avoided cost rates in effect in Idao prior to IPUC
Order No. 31025. Windland ha authorized Rocky Mounta Power to request
that the Commission dismiss Windland's complaint with prejudice contigent on
approval of the PP As.
4. Concurently with the execution of the Settlement Agreement,
Rocky Mounta Power and the LLCs entered into two power purchae
ageements for the purchase by Rocky Mountain Power of all of the output from
two wid generating facilties owned by the LLCs (each a "Facilty" or
collectively, the "Facilties"): the Power County Wind Park South Power
Purchae Agreement and Power County Wind Park Nort Power Purchae
Agreement. The total nameplate capacity for each of the two Facilties is 21.780
megawatts. Average monthly output for each Facility will be below 1OMW.
5. Paragrph 2.1 of the PPAs provides tht each PPA will not become
effective until the Commssion has approved the PP A and determned that the
prices to be paid for energy and capacity are just and reasnable, in the public
interest, and that the cost incured by Rocky Mountain Power for purchaing
capacity and energy from the LLCs are legitimate expenses, all of which the
Commssion will allow Rocky Mounta Power to recover in rates in Idao in the
event other jursdictions deny recovery of their proportionate share of sad
expenses.
6. The LLCs have elected December 31, 2011, as the Scheduled
Commercial Operation Date for these Facilties. Varous requirements have been
APPLICATION OF ROCKY MOUNTAIN POWER - 3
placed upon the LLCs in order for Rocky Mountan Power to accept energy
deliveries from each Facilty. Rocky Mounta Power will monitor compliance
with these initial requiements. In addition, Rocky Mounta Power will monitor
the ongoing requiements though the ful ter of the PP As.
7. Windland and the LLCs have waived their claims to grdfathered
rights to the avoided cost rates contaned in Order No. 30744. The PPAs, as
signed and submitted to the Commssion, conta the Non-Levelized Published
Avoided Cost Rates in conformty with Idaho Public Utilities Commssion Order
No. 31025. The $6.50/MWh wid integration charge approved by the
Commssion and all other applicable interconnections charges and monthly
operation and maitenance charges under the Generation Intercnnection
Agreement with PacifiCorp transmission will be asssed to the LLCs.
8. Section 11.1 of the PP As, as signed and submitted to the
Commission, provides for delay securty of twenty-five dollar ($25) multiplied
by the maximum facilty delivery rate measured in kilowatt. Ths results in delay
securty of $544,500 under each PP A. Pusuat to Section 11.1.4 of each PP A,
one quaer of the delay securty is to be refuded to the Seller as each of four
milestones ar achieved. The approach to delay securty contaed in the PP As
ha been agreed to by the Pares in compromise of Windlands pending
Complait in IPUC Case No. P AC-E-I0-05. Rocky Mounta Power believes
that these compromise terms regarding delay securty serve the interests of Rocky
Mounta Power's customers by elimting the risk and uncertty associated
with IPUC Case No. PAC-E-1O-05 and tht the delay securty compromise
APPLICATION OF ROCKY MOUNTAIN POWER - 4
contaed in the PP As is therefore reasonable and prudent. The approach to delay
securty described above ha been agreed to in compromise of a pendig
complaint proceeding and is not intended to estblish any precedent regarding
delay securty in any other power purchase agreement between Rocky Mountan
Power and owers of quaifyg facilties.
CONCLUSION
NOW, THEREFORE, basd on the foregoing, Rocky Mounta Power
respectfuly requests that the Commission issue its Order:
(1) Approving the PP As beteen the LLCs and Rocky Mounta Power
without chage or conditions;
(2) Declarg tht the prices to be paid for energy and capacity are just and
reasonable, in the public interest, and that the cost incured by Rocky Mounta Power
for purchasing capacity and energy from the LLCs ar legitite expenss, all of whch
the Commssion will allow Rocky Moùntan Power to recover. in rates in Idao in the
event other jursdictions deny recover of their proportionate shae of said expenses; and
(3) Dismissing the Complaint filed by Windland agait Rocky Mountan
Power in Cas No. PAC-E-I0-05 with prejudice.
APPLICATION OF ROCKY MOUNTAI POWER - 5
DATED ths 20th day of August, 2010
Respetfuly submitted,
(20-oe~ ~!1/
Danel Solander
Jeffey S. Lovinger
Kenneth E. Kaufan
Attorneys for Rocky Mounta
Power
APPLICATION OF ROCKY MOUNTAIN POWER - 6
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POWER PURCHASE AGREEMENT
BETWEEN
POWER COUNTY WIND PARK NORTH, LLC
(a non-fueled, on-system, Intermittent Resource with Mechanical Availabilty Guaantee,
Idaho Qualifyng Facilty-lOaMW/Month or less)
AN
PACIFICORP
M 9- "'9
1ß\UfiUG 2.0 fin . - J
Section 1:. Defmitions ... '" ........ ............ ...... ... .......... .... ........ ........ .......... ...... ... ........ ...... .... ... 1
Section 2: Term Commercial Operation Date .................................... ..............................9
Section 3: Representations and Waranties..... ........ ... ....... ..... ... ............. ........ ... ... ... ...... .... 11
Section 4: Delivery of Power; Availabilty Guaranty.......................................................13
Section 5: Puchase Prices.. ......... .......... ...... ... .............. ... ...... ... ... ......... .... ..... .... ...... ......... 16
Section 6: Operation and Control .....................................................................................18
Section 7: Motive Force....................................................................................................22
Section 8: Generation Forecastig Costs ..........................................................................22
Section 9: Meterig; Reports and Records ... ..... ... ... ... ... ......... ... ............ ...... .... ... ... ...... ..... 23
Section 10: Bilings, Computations and Payments ........... ..... ...................,....................... 25
Section 11: Securty ........... ... ... ...... ...... ... ... ... ......... .... .... ... ...... .......... .... ........ ... ... ... ...... ..... 26
Section 12: Defaults and Remedies ..................................................................................27
Section 13: Indemnification; Liabilty ..............................................................................29
Section 14: Insurce........................................................................................................ 30
Section 15: Force Majeure................................................................................................31
Section 16: Several Obligations........................................................................................32
Section 17: Choice of Law................................................. ...............................................32Section 18: Paral Invalidity ............................................................................................32
Section 19: Waiver............................................................................................................33
Section 20: Governental Jursdiction and Authorizations ............................................. 33
Section 21: Successors and Assign ................................................................................. 33
Section 22: Entie Agreement...........................................................................................33
Section 23: Notices ........................................................................................................... 34
1
POWER PURCHASE AGREEMENT .L
THIS POWER PURCHASE AGREEMENT ("Agreement"), entered into this I ~ day of
Au.J;-! , 20.! is between Power County Wind Park Nort, LLC, Delaware limited liabilityc pany (the "Seller") and PacifiCorp, an Orgon corporation actig in its merchant fuction
capacity ("PacifCorp"). Seller and PacifiCorp are referrd to collectively as the "Partes" and
individually as a "Party".
RECITALS
A. Seller intends to constrct, own, operate and matain a wind facilty, for the
generation of electrc power located in Power, County, Idao with an expected Facility Capacity
Rating of 21,780 kilowatt (kW) as fuer descrbed in Exhibit A and Exhibit B ("Facilty")
B. Seller has secured rights to deliver output from its Facility to PacifiCorp across
interconnection facilties owned by Power County Wind Park South, LLC (a Qualifying
Facility); Seller and Power County Wind Park South, LLC have agreed to allocatecomingled
line losses on those interconnection facilties as set fort in Addendum L.
C. Seller intends to operate the Facilty as a Quaifying Facilty, as such term is
defined in Section 1.57 below, and to sell Net Output to PacifiCorp in Idaho.
D. Seller estiates that the average anual Net Output to be delivered by the Facilty
to PacifiCorp is 67,311,441 kilowatt-hour (kWh) ("Average Annual Net Output") pursuantto
the monthy Energy Delivery Schedule in Exhbit D hereto,.which amount of energy PacifiCorp
will include in its resource planing.
E. Seller intends to sell and PacifiCorp intends to purchase all the Net Output from
the Facility in accordace with the term and conditions of this Agreement.
F. PacifiCorp intends to designate Seller's Facilty as a Network Resource for the
puroses of servng Network Load.
G. This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jursdictonal
Cost Allocation Revised Protocol.
H. Seller IB has U has not authorized Tranmission Provider to release generation
data to PacifiCorp. If yes, the authorization is attched as Exhbit H.
i. This Agreement is par of a compromise of a legal dispute between PacifiCorp
and Seller. As such, this Agreement shall not establish any precedent regardig PacifiCorp's
treatment of Qualifying Facilties.
NOW, THREFORE, the Parties mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the followig terms shall have the following meanings:
i
1.1 "As-built Supplement" shall be a supplement to Exhibit A, provided by
Seller following completion of constrction of the Facility, accurately describing the
completed Facilty.
1.2 "Availabilty" means, for any Biling Period, the ratio, expressed as a
percentage, of (x) the aggregate sum of the tubine-minutes in which each of the Wind
Turbines at the Facilty was available to generate at the Maximum Facility Delivery Rate
durng the Biling Period over (y) the product of the number of Wind Turbines that comprise
the Facilty Capacity Rating as of Commercial Operation multiplied by the number of
miutes in such Biling Period. A Wind Turbine shall be deemed not available to operate
durg minutes in which it is (a) in an emergency, stop, servce mode or pause state; (b) in
"ru" status and. faulted; or (c) otherwse not operational or capable of delivering at the
Maximum Facilty Delivery Rate to the Point of Delivery; uness if unavailable due solely to
(i) a default by PacifiCorp; (ii) to the extent not caused by Seller's actions, a curilment in
accordance with Section 6.3; (iii) insuffcient or sulus wind (including the normal amount
of time required by the generating equipment to resume operations following a period when
wind speed is below the Cut-In Wind Speed or above the Cut-Out Wind Speed); (iv) a
Planed Outage or Maintenance Outage in accordace with Section 6.5.1 or 6.5.2
(respectively) up to a maximum of 36 hours per Wind Turbine per year; or (v) Force Majeure
events under Section 15.1.
1.3 "Biling Period" mean the time period between PacifiCorp's reading of its
power purchase meter at the Facilty and for this Agrement shall coincide with calenda
months.
1.4 "Business Day" mean any calenda day, from 8 a.m. to 5 p.m. prevailig
Mountain Time on which bans in the State of Idaho are required to be open for business
except Satuday and Sunday.
1.5 "Commercial Operation" means that not less than the 90% of the expected
Facilty Capacity Rating is fully operationa and reliable and the Facilty is fully
interconnected, fuly integrated, and synchronized with the System, all of which shal be
Seller's responsibilty to receive or obtain and which occur when al of the followig events
(i) have occued, and (ii) remain simultaeously tre and accurate as of the date and moment
on which Seller gives PacifiCorp notice that Commercial Operation has occud:
1.5.1 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licened Professional Engineer (a) statig the Facilty Capacity Ratig of the Facilty atthe anticipated tie of Commercial Opertion and (b) statig tht the Facilty is able to
generte electrc power reliably in amounts requd by ths Agrement and in accordace
with all other ters and conditions of this Agrement.
1.5.2
with Exhbit E.
Sta-Up Tes of the Facilty has been complete in accordace
1.5.3 PacfiCorp has recved a cercate addressed to PacifiCorp from a
Liceed Professiona Engieer, an attrney in good stdig in Idao, or a lett from
2
Trasmission Provider, statig that, in accordace with the Generation Interconnection
Agreement, all required inteonnection facilties have been constrcted, all requied
interconnection tests have been completed and the Facility is physically interconnected
with the System in conformance with the Generation Interconnection Agreement and able
to deliver energy consistent with the ter of ths Agreement, and the Facilty is fully
integrated and synchroni with the System.
1.5.4 PacifiCorp has received a certficate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good standing in Idaho, stating that
Seller has obtained all Requied Facilty Documents and, if requested by PacifiCorp in
wrting, Seller shall have provided copies of any or all such requested Required Facilty
Documents.
1.5.5 Seller has complied with the securty requirements of Section 11.
1.5.6 Network Resource Designation and Transmission Service Request.
(a) Seller has provided all data required by the Transmission Provider
to enable the Facilty to be designated as a Network Resource in
accordance with the Tarff.
(b) PacifiCorp has received confiation frm the Trasmission
Provider tht the Facilty has been designated as a Network
Resource.
(c) Seller has provided all data required for PacifiCorp to submit a
transmission service request for the Facilty puruant to the Tariff.
(d) PacifiCorp has received confation from the TrasmissionProvider that the tranmission service request has been granted in
sufcient capacity to meet or exceed the Maximum Facility
Delivery Rate and the Seller has paid all costs associated with any
requirements of the transmission servce request.
1.6 "Commercial Operation Date" means the date, as designated by PacifiCorp
pursuant to Section 2.4, the Facilty fist achieves Commercial Operation.
1.7 "Commission" means the Idaho Public Utilities Commission.
1.8 "Conforming Energy" mean all Net Energy except Non-Conforming Energy.
1.9 "Conforming Energy Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
1.10 "Contract Year" means a twelve (12) month perod commencing at 00:00
hours Mountain Prevailing Time ("MPT") on Januar 1 and endig on 24:00 hours MPT on
December 31; provided, however, that the fit Contract Year shall commence on the
Commercial Operation Date and end on the next succeedig December 31, and the last
Contrct Year shall end on the Expiration Date, uness earlier terminated as provided herein.
3
1.11 "Cut-in Wind Speed" means the predicted wid speed at which a stationar
wind tubine begi producing Net Energy, as specified by the tubine manufactuer and set
fort in Exhibit A.
1.12 "Cut-out Wind Speed" means the predicted wind speed at which an operating
Wind Turbine stops producing Net Energy due to excess wind speed, as specified by the
tubine manufactuer and set fort in Exhibit A.
1.13 "Delay Liquidated Damages", "Delay Daily Miimum", "Delay Period",
"Delay Price" and "Delay Volume" shall have the meanings set fort in Section 2.5 of this
Agreement. "Delay Security" shall have the meaning set fort in Section 1 1.1.1 of this
Agreement.
1.14 "Default Security" shall have the meang set fort in Section 11.2 of this
Agreement.
1.15 "Effective Date" shall have the meanng set fort in Section 2.1 of this
Agreement.
1.16 "Energy Delivery Schedule" shal have the meag set fort in Section 4.3 of
ths Agreement.
1.17 "Environmental Attributes" mean any and all claims, credits, benefits,
emissions reductions, offsets, and allowances, howsoever entitled, resulting from the
avoidance of the emission of any gas, chemical, or other substace to the air, soil or water,
which are deemed of value by PacifiCorp. Envionmenta Attbutes include but are not
limited to: (1) any avoided emissions of pollutats to the air, soil, or water such as (subject
to the foregoing) sulfu oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and
other pollutats; and (2) any avoided emissions of carbon dioxide (C02), methane (CH4),
and other greenhouse gases (GHGs) that have been determed by the United Nations
Integovernental Panel on Climate Change to contrbute to the actu or potential that of
alteg the Ear's climate by trapping heat in the atmosphere. Environmental Attbutes do
not include (i) Production Tax Credits or cert other tax incentives existig now or in the
futue associated with the constrction, ownership or operation of the Facilty, (ü) matters
designte by PacifiCorp as sources of liabilty, or (ii) adverse wildlife or envionmenta
impacts.
1.18 "Envionmental Contamination" mean the introducton or presence of
Hazdous Materials at such levels, quatities or location, or of such form or charcte, as to
constute a violation of feder, state or local laws or reguations, and present a material risk
unde federal, state or local laws and regutions that the Premises wil not be available or
usable for the puroses contemplated by ths Agreeent.
i. i 9 "Expiration Date" shall have the meang set fort in Secon 2. i of ths
Agrent.
i .20 "Facity" is defied in Recita A of ths Agreeent.
4
1.21 "Facilty Capacity Ratig" mean the sum of the Nameplate Capacity Ratigs
for all generators comprising the Facilty.
1.22 "Force Majeure" has the meaning set forth in Section 15.1.
1.23 "Forced Outage" means an outage that requies removal of one or more Wind
Turbines from servce, another outage state or a reserve shutdown state before the end of the
next weekend. Maitenance Outages and Planed Outages are not Forced Outages.
124 "Generation Interconnection Agreement" means the generation
interconnection agreement entered into separtely between Seller and Transmission Provider,
as applicable, specifying the Point of Delivery and providig for the constrction and
operation of the Interconnection Facilties.
1.25 "Governmental Authority" means any supranational, federal, state or other
political subdivision thereof, havig jursdiction over Seller, PacifiCorp or ths Agreement,
includig any municipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or admstrtive fuctions of or pering to goverent,
including any corporation or other entity owned or controlled by any of the foregoing.
1.26 "Hazardous Materials" means any waste or other substace that is listed,
defmed, designated or classified as or determined to be hazardous under or pursuant to any
environmental law or regulation.
1.27 "Inadvertent Energy" means: (l) energy delivered to the Point of Delivery in
excess of the Maximum Monthly Purchase Obligation; and (2) energy delivered to the Point
of Delivery at a rate exceeding the Maxmum Facilty Delivery Rate on an hour-averaged
basis. Inadvertent Energy is not included in Net Energy.
1.28 "Index Price", for each day, shal mean the weighted average of the average
Peak and Off-Peak firm energy maket prices, as published in the Intercontinental Exchange
(ICE) Day Ahead Power Price Report for the Palo Verde Hub. For Sunday and NERC
holidays, the 24-Hour Index Price shall be used, uness ICE shall publish a Fir On-Peak
and Firm Off-Peak Price for such days for Palo Verde, in which event such indices shall be
utilized for such days. If the ICE index or any replacement of that index ceases to be
published durng the term of this Agreement, PacifiCorp shall select as a replacement a
substantially equivalent index that, aftr 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.
1.29 "Initial Year Energy Delivery Schedule" shall have the meang set fort in
Section 4.3.1.
1.30 "Interconnection Facilties" mean all the facilities and ancilar equipment
used to interconnect the Facilty to the System, as defmed in the Generation Interconnection
Agreement.
5
1.31 "Letter of Credit" mean an irrevocable stadby letter of credit in a form
reasonably acceptable to PacifiCorp, naming PacifiCorp as the par entitled to demand
payment and present draw requests thereunder. Such letter of credit shall be provided by an
institution that is a United States offce of a commercial ban or trst company organized
under the laws of the United States of America or a political subdivision thereof, with a
credit rating on its long-term senior unecured debt of at least "A" from Stadard & Poor's
and "A2" from Moody's Investor Servces, and havig assets of at least $10,000,000,000 (net
of reserves).
1.32 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in
its reasonable judgment who is licensed to practice engineerng in the state ofIdaho, who has
traiing and experience in the engineerig discipline(s) relevant to the matters 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 consultig engineer, contrctor, designer or other individua involved in the development
of the Facility, or of a manufactuer or supplier of any equipment installed in the Facility.
Such Licensed ProfeSsional Engineer shall be licensed in an appropriate engineerng
discipline for the required certfication being made. The engagement and payment of a
Licensed Professional Engineer solely to provide the certfications, evaluations and opinions
required by this Agreement shall not constitute a prohibited economic relationship,
association or nexus with the Seller, so long as such engineer has no other economic
relationship, association or nexus with the Seller.
1.33 "Maintenance Outage" mean any outage of one or more Wind Turbines that
is not a Forced Outage or a Planed Outage. A Maintenance Outage is an outage that can be
deferred until aftr the end of the next weekend, but that requies that the Wind Turbine(s) be
removed from serce before the next Planed Outage. A Maintenance Outage may occur
any time durg the year and must have a flexible sta date.
1.34 "Material Adverse Change" shall mean with respect to the Seller, if the
Seller, in the reasonable opinon of PacifiCorp, has experienced a material adverse change in
ability to fufill its obligations under ths Agreement.
1.35 "Maxmum Facilty Delivery Rate" means the maxmum intantaeous rate
(kW) at which the Facility is capable of deliverg Net Output at the Point of Deliver, as
specifed in Exhbit A, and in compliance with the Generation Inteconnection Agreement.
1.36 "Maum GIA Delivery Rate" mean the maxmum rate (kW) at which the
Generator Interconnection Agreement allows the Facilty to deliver energy to the Point of
Deliver and is set fort in Exhibit A.
1.37 "Maxium Monthy Purchase Obligation" mean the maxum amount of
ener PacfiCorp is obligate to purhase under this Agreement in a calenda month. In
acrdce with Commssion Order No. 29632, the Maxum Monthy Puchase Obligation
for a given month, in kWh sha equal 10,000 kW multiplied by the tota number of hour intht month and prorated for any paral month.
6
1.38 ''Nameplate Capacity Ratig" mean the maxmum intataeous generating
capacity of any qualifg small power or cogeneration generting unt supplyig all or par
of the energy sold by the Facilty, expressed in MW or kW, 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.
1.39 "NERC" mean the Nort Amercan Electrc Reliabilty Corporation.
1.40 "Net Energy" means the energy component, in kWh, of Net Output. Net
Energy does not include Inadvertnt Energy.
1.41 "Net Output" means all energy and capacity produced by the Facilty, less
station use and less tranformation and trmission losses and other adjustments, if any. For
puroses of calculating payment under this Agreement, Net Output of energy shall be the
amount of energy flowing though the Point of Delivery, less any station use not provided by
the Facilty. Net Output does not include Indvertent Energy.
1.42 "Network Resource" shall have the meaning set fort in the Tarff.
1.43 "Network Servce Provider" means PacifiCorp Transmission, as a provider of
network servce to PacifiCorp under the Tarif
1.44 "Non-Conforming Energy" means Net Output produced by the Facility prior
to the Commercial Operation Date.
1.45 "Non-Conformig Energy Purchase Price" means the applicable price for
Non-Conforming Energy and capacity, specified in Section 5.1.
1.46 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.47 "On-Peak Hours" means hours from 7:00 a.m. to 11:00 p.m. Mountain
Prevailng Time, Monday though Satuday, excluding Western Electrcity Coordiating
Council (WCC) and Nort American Electrc Reliabilty Corporation (NERC) holidays.
1.48 "Output Shortfall" and "Output Shortall Damages" shall have the
meangs set fort in Section 4.5 of this Agreement.
1.49 "PacifCorp" is defied in the fist paragrph of ths Agreement, and excludes
PacifiCorp Transmission.
1.50 "PacifiCorp Transmission" mean PacifiCorp, an Oregon corporation, actig
in its interconnection and transmission fuction capacity.
1.51 "Planned Outage" meas an outage of one or more Wind Turbines of
predetermined durtion that is scheduled in Seller's Energy Delivery Schedule. Boiler
overhauls, tubine overhauls or inspections ar tyical planed outages. Maintenance
Outages and Forced Outages are not Planed Outages.
7
1.52 "Point of Delivery" means the high side of the generation step-up
transformer(s) located at the point of interconnection between the Facility and the System, as
specified in the Generation Interconnection Agreement and in Exhibit B.
1.53 "Premises" means the real propert on which the Facilty is or wil be located,
as more fully described on Exhibit A.
1.54 "Prime Rate" means the rate per anum equal to the publicly anounced
prime rate or reference rate for commercial loans to large businesses in effect from time to
time quoted by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not
available, the applicable Prime Rate shall be the anounced prime 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.
1.55 "Production Tax Credits" means production tax credits under Section 45 of
the Internal Revenue Code as in effect from time to time durg the term hereof or any
successor or other provision providing for a federal ta credit determned by reference to
renewable electrc energy produced from wind resources and any correlative state ta credit
determined by reference to renewable electrc energy produced from wind resources for
which the . Facility is eligible. Production Tax Credits do not include any tax credit
determined by reference to investment.
1.56 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a signficant porton of the electrcal utility industr or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the time a decision is made, could have been expected to accomplish the
desired result at the lowest reasonable cost consistent with reliabilty, safety and expedtion.
Prudent Electrcal Practces is not intended to be limited to the optimum practice, method or
act to the exclusion of all others, but rather to be a spectr of possible practices, methods or
acts.
1.57 "QF" means "Qualng Facilty", as that term is defined in the version of
FERC Reguations (codified at 18 CFR Par 292) in effect on the date of this Agreement.
1.58 "Required Facilty Documents" means all deeds, titles, leases (including
Wind Leases), licenes, permts, authoritions, and agreements demonstratig that seller
contrls the necessar propert rights and governent authoritions to constrct, operte,
and mainta the Facilty, includig without limitation those set fort in Exhibit C.
l.59 "Requiements of Law" mean any applicable and mandatory (but not merely
adviory) federal state and local law, sttute, .regulation, rue, code or ordinace enacted,
adpte issued or promulgated by any fede, state, local or other Governenta Authority
or reguatory body (includig those pertg to electcal, building, zonig, envinmental
and occuational safety and health requiements).
8
1.60 "Scheduled Commercial Operation Date" mean the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.6.
1.61 "Scheduled Monthy Energy Delivery" means the Net Energy scheduled to
be delivered durg a given calenda month, as specified by Seller in the Energy Delivery
Schedule.
1.62 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost Share"
shall have the meanings set fort in Sections 8.2 and 8.3 respectively.
1.63 "Subsequent Energy Delivery Schedule" shall have the meaning set fort in
Section 4.3.3.
1.64 "System" means the electc trsmission substation and transmission or
distrbution facilties owned, operated or maintaed by Tranmission Provider, which shall
include, afer constrction and intallation of the Facilty, the circuit reinorcements,
extensions, and associated ternal facility reinforcements or additions required to
interconnect the Facilty, all as set fort in the Generation Interconnecton Agreement.
1.65 "Tariff" means the PacìfiCorp Tranmission FERC Electrc Tarff Seventh
Revised Volume No.ll Pro Forma Open Access Transmission Tariff or the Transmission
Provider's corresponding FERC taff or both, as revised from time to time.
1.66 "Transmission Provider" mean PacifiCorp Tramission or a successor,
including any regional tranmission organiztion ("RTO").
1.67 "Wind Leases" mean the memorada of wind lease and redacted wind leases
recorded in the county in which the Facilty is located in connection with the development of
the Facility, as the same may be supplemented, amended, extended, restated, or replaced
from time to time.
1.68 "Wind Turbine" mean a Vestas VlOO, 1.8 megawatt wind tubine. At its full
Facilty Capacity Ratig, the Facility will consist of 12 Wind Turbines.
SECTION 2: TERM. COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Pares and
after approval by the Commission ("Effective Date"); provided, however, this Agreement
shall not become effective until the Commission ha determined that the prices to be paid for
energy and capacity are just and reasonable, in the public interest, and that the costs incured
by PacifiCorp for purchases of capacity and energy from Seller are legitimate expenses, all of
which the Commission wil allow PacifiCorp to recover in rates in Idao in the event other
jursdictions deny recovery of their proportonate share of said expenses. PacìfiCorp shall
seek such Commission approval promptly upon execution of this Agreement.
Unless earlier terminated as provided herein, the Agreement shall remain in effect until 24:00
MPT December 31, 2031 ("Expiration Date").
9
2.2 Time is of the essence of this Agreement, and Seller's abilty to meet certin
requirements prior to the Commercial Operation Date and to achieve Commercial Operation
by the Scheduled Commercial Operation Date is critically importt. Therefore,
2.2. 1 By June 1, 2011, Seller shall obtain and provide to PacifiCorp
copies of all governental permits and authorizations necessary for constrction of the
Facility.
2.2.2 By the date 30 calendar days aftr the Effective Date, Seller shall
provide Delay Securty required under Section 11.1.1, as applicable.
2.2.3 At least ten business days prior to delivery of any energy from the
Facility to PacifiCorp, Seller shall provide PacifiCorp with an executed Generation
Interconnection Agreement.
2.2.4 Prior to Commercial Operation Date, Seller shall provide Default
Securty required under Section 11.2, as applicable.
2.2.5 Pror to Commercial Operation Date, Seller shall provide PacifiCorp
with an As-built Supplement acceptable to PacifiCorp.
2.2.6 By 24:00 MPT December 31, 2011, Seller shall achieve
Commercial Operation ("Scheduled Commercial Operation Date").
2.3 Beging on the first day of the first month following the Effective Date,
Seller shall provide PacifiCorp a one-page monthy update bye-mail on the progress of the
milestones in Section 2.2.
2.4 Establishing Commercial Operation. To achieve Commercial Operation,
Seller must provide, subject to PacifiCorp's wrtten approval which wil not be uneasonably
witheld, wrtten notice to PacifiCorp statig when Seller believes tht the Facilty ha
achieved Commercial Operation accompaned by the certficates described in Section 1.5.
PacifiCorp's approval, if given, shall designate the Commerial Operation Date. In no event
will delay in achievig the Scheduled Commercial Operation Date postpone the Expiration
Date specified in Section 2.1.
2.5 Delay Damages. Seller shall cause the Facilty to achieve Commercial
Operation on or before the Scheduled Commercial Operation Date. If Commercial Operation
occu aft the Scheduled Commercial Opertion Date, Seller shall be liable to pay
PacCorp delay daages for the number of days ("Delay Period") the Commercial
Opration Date occur aftr the Scheduled Commercial Opertion Date, until the earlier of
occurence of the Commercial Operation Date or the termintion of ths Agreement ("Delay
Liquidated Damages"). Billgs and payments for Delay Liquidated Damages shall be made
in acrdace with Section 11.1.
10
2.5.1 Delay Liquidated Damages. Delay Liquidated Damges equals the sum
of: for each day in the Delay Period, the greater of (l) the Delay Daily Minimum or (2)
the Delay Prce times the Delay Volume
Where:
"Delay Daily Minimum" equals (a) for the fit 90 calenda days
following the Scheduled Commercial Operation Date: one-ninetieth .
(1/9Ot) of twenty-five dollar ($25) multiplied by the Maximum Facility
Delivery Rate with the Maximum Facilty Deliver Rate being measured
in kW; (b) aftr the 90t calenda day following the Scheduled
Commercial Operation date: $0.
"Delay Price" equals the positive difference, if any, of the Index Price
minus the weighted average of the On-Peak and Off-Peak monthly
Conformng Energy Puchase Prices; and
"Delay Volume" equals the applicable Scheduled Monthly Energy
Delivery divided by the number of days in that month.
2.5.2 Appropriateness of Damages. The Pares agree that the damages
PacifiCorp would incur due to delay in the Facilty achievig Commercial Operation on
or before the Scheduled Commercial Operation Date would be diffcult or impossible to
predict with cerainty, and that the Delay Liquidated Damages are an appropriate
approxiation of such damages.
SECTION 3: REPRESENTATIONS AND WARRATIES
3.1 PacifiCorp represents, covenants, and warts to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing under the laws of
the State of Oregon.
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into ths Agreement and to pei;orm 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 execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and deliver of ths
Agreement does not contravene any provision of, or constitute a default under, any
indentue, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any cour, or any regulatory agency or other body havig authority to which
PacifiCorp is subject.
3.1.5 Subject to Commssion approvaL, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance
with its terms (except as the enforceability of this Agreement may be limited by
11
banptcy, insolvency, bank moratorium or similar laws affectig creditors' rights
generally and laws restrctig the availabilty of equitable remedies and except as the
enforceabilty of this Agreement may be subject to general priciples of equity, whether
or not such enforceabilty is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warts to PacifiCorp that:
3.2.1 Seller is a limited liabilty company duly organized and validly
existig under the laws ofIdaho.
3.2.2 Seller has the requisite power and authority to enter into. this
Agreement and to pedorm accordig to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facilty.
3.2.3 Seller's shareholders, directors, and offcers have taken all actions
required to authorize the execution, delivery and pedormance of this Agreement and the
consumation of the transactions contemplated hereby.
3.2.4 The execution 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 regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordace with its terms (except as the enforceabilty of
ths Agreement may be limited by bankptcy, inolvency, ban moratorium or simila
laws affectig creditors' rights generally and laws restrictig the availabilty 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 proceeding at
equity or in law).
3.2.6 The Facility is and shall for the term of ths Agreement contiue to
be a QF. Seller has provided the appropriate QF ~erfication, which may include a
Feder Energy Reguatory Commission self-certfication to PacifiCorp prior to
PacifiCorp's execution of ths Agreement. At any time PacifiCorp has reason to believe
durg the term of this Agreement that Seller's statu as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a wrtten legal opinon from an attorney in
good stading in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facilty, stating that the Facilty is a QF and providig
suffcient proof (including copies of all documents and data as PacifiCorp may request)
demonstrtig that Seller has maitaed and wil contiue to maintain the Facilty as a
QF.
3.2.7 Neither the Seller nor any of its pricipal equity owners is or has
with the past two (2) years been the debtor in any banptcy proceed, is unable to
pay its bils in the ordi coure of its business, or is the subject of any legal or
12
regulatory acton, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facilty in accordace with the terms of this Agreement.
3.2.8 Seller has not at any tie defaulted in any of its payment obligations
for electrcity purhased from PacifiCorp.
3.2.9 Seller is not in default under any of its other agreements and is
curent on all of its financial obligations.
3.2.10 Seller owns, and wil contiue to own for the term of ths
Agreement, all right, title and interest in and to the Facilty, free and.clear of all liens and
encumbraces other than liens and encumbraces related to third-par financing of the
Facility.
3.2.11 In enterig into ths Agreement and the underting by Seller of the
obligations set fort herein, Seller has investigated and deterined that it is capable of
performing hereunder and, except for reliance upon PacifiCorp expertise in relation to
Generation Interconnection related issues, has not relied upon the advice, experience or
expertse of PacifiCorp in connection with the tranactions contemplated by this
Agreement.
3.2.12 All professionals or expert including, but not limited to, engineers,
attorneys or accountats, that Seller may have consulted or relied on in undertng the
trsactions contemplated by ths Agreement have been solely those of Seller.
3.2.13 All leases of real proper required for the operation of the Facility
or the performance. of any obligations of Seller hereunder are set fort and accutely
described in Exhibit C. Upon request by PacifiCorp, Seller shall provide copies of the
Wind Leases to PacifiCorp.
3.2.14 All information about the Facilty set forth in Exhibit A, Exhibit B,
and Exhibit C has been verified by Seller and is accurate to the best of its knowledge.
3.3 Notice. If at any tie durg this Agreement, any Par obtains actual
knowledge of any event or information which would have caused any of the representations
and waranties in this Section 3 to have been materially untre or misleading when made,
such Par shall provide the other Par with wrtten notice of the event or information, the
representations and waranties affected, and the action, if any, which such Par intends to
tae to mae the representations and waranties tre and correct. The notice required
pursuat to this Section shall be given as soon as practicable after the occuence of each
such event.
SECTION 4: DELIVERY OF POWER; AVAILABILITY GUARANTY
4.1 Delivery and Acceptance of Net Ouymt. Unless otherwise provided herein,
PacifiCorp will purchase and Seller will sell all Net OUtput from the Facilty.
13
4.2 No Sales to Third Paries. Durg the term of this Agreement, Seller shall not
sell any Net Output from the Facilty to any entity other than PacifiCorp.
4.3 Energy Deliveiy Schedule. Seller shall prepare and provide to PacifiCorp, on
an ongoing basis, a wrtten schedule of Net Energy expected to be delivered by the Facilty
("Energy Delivery Schedule"), in accordace with the following:
4.3.1 Durng the first twelve full calenda months following the
Commercial Operation Date, Seller predicts that the Facility wil produce and deliver the
following monthly amounts ("Initial Year Energy Delivery Schedule"):
Month
Januar
Febru
March
April
May
June
July
August
September
Octber
November
December
Energy Delivery (kWh)
6,919,152
6,387,656
6,912,781
5,924,079
5,239,214
4,048,629
3,831,940
3,694,149
4,575,147
5,276,801
6,250,831
7,251,062
4.3.2 Seller may revise the Intial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.
4.3.3 Beginng at the end of the ninth full calendar month of operation,
and at the end of every thd month thereafter, Seller shall supplement the Energy
Deliver Schedule with thee additional month of forward estiates (which shall be
appended to ths Agreement as Exhbit D) ("Subsequent Energy Delivery Schedule"),
such that the Energy Delivery Schedule will provide at leas thee months of schedued
ener estiates at all ties. Seller shall provide Subsequent Energy Deliver Schedules
no later than 5:00 pm of the 5th day afer the due date. If Seller does not provide a
Subsequent Energy Delivery Schedule by the above deadline, scheduled energy for the
omitt perod shall equa the amounts scheduled by Seller for the same thee-month
peod durg the previous year.
4.3.4 Upon and afer the Commercial Opertion Date, Seller may no
longer revise the Energy Delivery Schedule for the fit six fu calenda months of
14
Commercial Operation. After 5 :00 p.m. MPT of the fift business day following the end
of the thrd ful calendar month of Commercial Operation and the end of each third
calendar month thereafter, Seller may no longer revise the Energy Delivery Schedule for
the six calendar months immediately followig such thd month. Subject to the
foregoing restrictions in this Section 4.3.4, Seller may revise the Energy Delivery
Schedule for any unestrcted month by providing wrtten notice to PacifiCorp. Failure to
provide timely wrtten notice of changed amounts wil be deemed to be an election of no
change.
4.4 Minum Availability Obligation. Seller shall cause the Facility to achieve the
following Availabilty durg each month of the Agreement ("Guaranteed Availabilty"):
Number of calendar months elapsed afer the Guaranteed Availabilty
Commercial Operation Date (COD):
Up to 3 months after COD:55%
More than 3 months up to 6 months after COD:70%
Grate th 6 months afer COD:85%
As used above, "calendar month" includes the first month, or paral month, after the
Commercial Operation Date, and each subsequent calenda month (e.g. June, July, etc.).
4.5 Liquidated Damages for Output Shortfall. If the Availabilty in any given
month falls below the Guaranteed Availabilty, the resultig shortall shall be expressed in
kWh as the "Output ShortfalL." The Output Shortall shall be calculated in accordance with
the following formula:
Output Shortfall = (Guaranteed Availabilty - Availabilty) *
Scheduled Monthly Energy Delivery
Seller shall pay PacifiCorp for any Output Shortall at the lower of (1) the positive
difference, if any, of the Index Price minus the weighted average of the On-Peak and Off-
Peak monthly Conforming Energy Purchase Prices; or (2) the weighted average of the On-
Peak and Off-Peak monthly Conforming Energy Puchase Prices ("Output Shortfall
Damages").
Output Shortfall Damages = Output Shortall * Output Shortall Price
Where:
Output Shortall Price =(Idex Price - Weighted Average CEPP), except
that if Output Shortfall Price 0( 0, then Output
15
Shortall Price = 0, and except that if Output
Shortall Price ~ Weighted Average CEPP, then
Output Shortall Price = Weighted Average CEPP
Weighted Average CEPP = the weighted average On-Peak and Off-Peak
Conforming Energy Purchase Prices for the month
of Output Shortfall
If an Output Shortall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Par agrees and acknowledges that (a) the damages that PacifiCorp would
incur due to the Facility's failure to achieve the Guaranteed Availabilty would be diffcult or
impossible to predict with certinty, and (b) the liquidated daages contemplated in this
Section 4.5 are a fair and reasonable calculation of such damages.
4.6 Audit Rights. In addition to data provided under Sections 9.3 and 9.4,
PacifiCorp shall have the right, but not the obligation, to audit the Facilty's compliance with
its Guaanteed Availability using any reasonable methods. Seller agrees to retain all
performance related data for the Facility for a minimum of thee years, and to cooperate with
PacifiCorp in the event PacifiCorp decides to audit such data.
SECTION 5: PURCHASE PRICES
5.1 Energy Purchase Price. Except as provided in Section 5.3, PacifiCorp will pay
Seller Conforming Energy or Non-Conforming Energy Purchase Prices for Net Output
adjusted for the month and On-Peak Hours or Off-Peak Hour and the wind integration cost
using the following formulae, in accordace with Commission Order Nos. 30423,31025, and
31021:
Conformng Energy Purchase Price = (AR * MPM) - WIC
Non-Conforming Energy Purchase Prce = (ARnce * MPM) - WIC
Where:
AR
ARe =
Conformg Energy anual rate from Table I, below, for the year
of the Net Output.
the lower of.
85% of the Conformg Energy anual rate from Table i
below, for the year of Net Output
=
or
MPM ==
85% of averae of the day Index Price for each day of the
month, or porton of month of Net Output.
monthy On-Peak or Off.Pea multiplier from Table 2, below, tht
corresponds to the month of the Net Output and whether the Net
Output oced durg On-Peak Hour or Off.Peak Hour.
16
WIC =$6.501M the wid integration cost prescribed in Commission
Order No. 31021.
Example calculations are provided in Exhibit G.
Table 1: Conforming Energ Anual Rates (from Commission Order No. 31025).
Conforming Energy
Annual Rate (ARe)
Year $/M
2011 60.24
2012 63.97
2013 67.51
2014 71.32
2015 75.40
2016 77.76
2017 80.07
2018 82.58
2019 85.05
2020 87.61
2021 90.63
2022 93.78
2023 97.05
2024 100.44
2025 103.98
2026 106.98
2027 110.07
2028 113.26
2029 116.56
2030 119.95
2031 124.51
Table 2: Monthly On-Peak/Off-Peak Multipliers (from Commission Order No. 30423)
Month On.Peak Off.Peak
Hours Hours
Januar 103%94%Febru 105%97%
March 95%80%
April 95%76%
May 92%63%
June 94%65%
July 121%92%
Augut 121%106%
September 109%99%
· If Seller has elected levelized pricing for Net Output, additional securty requirements in
Section 11.2 apply.
17
October 115%105%
November 110%96%
December 129%120%
5.2 Payment. For each Biling Period in each Contrct Year, PacifiCorp shall pay
Seller as follows:
For delivery of Conforming Energy:
Payment = (CEnergyon_Peak * CEPPriceOn_Pea / 1000) +
(CEnergyoff-Peak * CEPPriceoff_Pea /1000)
For delivery of Non-Conforming Energy:
Payment = (NCEnergyOn-Peak * NCEPPrceo_Pea / 1000) +
(NCEnergyoff-Pea * NCEPPrceoff-Peak /1000)
Where:
CEnergy =
CEPPrice =
NCEnergy =
NCEPPrice =
On-Peak =
Off-Peak =
Conforming Energy in kWh
Conforming Energy Puchase Price in $/MWh
Non-Conformg Energy in kWh
Non-Conforming Energy Purchase Price in $/MWh
the correspondig value for On-Peak Hour
the corrsponding value for Off-Peak Hour
5.3 Inadvertnt Energy. PacifiCorp may accept Inadverent Energy at its sole
discretion, but will not purchase or pay for Indvertnt Energy.
SECTION 6: OPERATION AND CONTROL
6.1 As-Built Sup,lement. Upon completion of any constrction affectig the
Facilty, Seller shall provide PacifiCorp an As-built Supplement bearg the stap of a
Licensed Professiona Engineer that accurately depicts the Facility as built. The As-built
Supplement must be reviewed and approved by PacifiCorp, which approval shall not
uneasonably be witheld, conditioned or delayed.
6.2 Seller shall operate and maintain the Facilty in a safe maer in accordace
with the Generation Interconnection Agreement, Prudent Electrcal Prtices and in
accordace with the requirements of all applicable federal, state and local laws and the
National Electrc Safety Code as such laws and code may be amended from time to tie.
PacfiCorp shal have no obligation to purchase Net Output from the Facility to the extent the
intennection between the Facilty and PacifiCorp's electrc system is disconnecte,
suspded or interrpted, in whole or in par puruat to the Generation Interconnection
Agrent, or to the extent generation curent is required as a result of Seller's non-
compliance with the Generation Intercnnecton Agrement. PacifiCorp shall have the right
to int the Facilty to conf that Seller is opertig the Facilty in accordance with the
18
provisions of this Section 6 upon reasonable notice to Seller. Seller is solely responsible for
the operation and maintenance of the Facilty. PacifiCorp shall not, by reason of its decision
to inspect or not to inspect the Facilty, or by any action or inction 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.
6.3 Curlment. PacifiCorp shall not be obligated to purchase, receive, pay for, or
pay any damages associated with Net Output (or associated Production Tax Credits or
Environmental Attbutes) if such Net Output (or associated Production Tax Credits or
Environmental Attbutes) is not delivered to the System or Point of Delivery due to any of
the followig: (a) the interconnection beteen the Facilty and the System is disconnected,
suspended or interrpted, in whole or in par consistent with the terms of the Generation
Interconnection Agreement, (b) the Tranmission Provider or Network Servce Provider
directs a general curailment, reduction, or redispatch of g~neration in the area (which would
include the Net Output) for any reason, even if such curilment or redispatch diective is
cared out by PacifiCorp, which may fufill such directive by actig in its sole discretion; or
if PacifiCorp curails or otherwise reduces the Net Output in order to meet its obligations to
the Transmission Provider or Network Servce Provider to operate within System limitations,
(c) the Facility's Output is not received because the Facility is not fuly integrated or
synchronized with the System, or (d) an event of Force Majeure prevents either Par from
delivering or receiving Net Output. Seller shall rèasonably determine the MW amount of
Net Output curiled pursuat to ths Section 6.3 after the fact based on the amount of energy
that could have been generated at the Facilty and delivered to PacifiCorp as Net Output but
that was not generated and delivered because of the curilment. Seller shall determine the
quantity of such curailed energy based on (x) the time and durtion of the curailment period
and (y) . wind conditions recorded at the Facility durng the period of curtilment and the
power cure specified by the manufactuer for the Wind Turbines as shown in Exhibit Å.
Seller shall promptly provide PacifiCorp with access to such inormation and data as
PacifiCorp may reasonably require to confi to its reasonable satisfaction the amount of
energy that was not generated or delivered because of a curailment described in this Section
6.3.
6.4 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp, actig in its
merchant capacity fuction as purchaser under this Agreement, has no responsibilty for or
control over PacifiCorp Transmission or any successor Transmission Provider.
6.5 Outages.
6.5.1 Planed Outaes. Except as otherwise provided herein, Seller shall
not schedule Planed Outage durng any porton of the months of November, December,
January, Febru, June, July, and Augut, except to the extent a Planed Outage is
reasonably requied to enable a vendor to satisfy a guarantee requirement in a situation in
which the vendor is not otherwse able to perform the gutee work at a time other than
durg one of the months specified above. Seller shall, in Exhibit D, provide PacifiCorp
with an anual forecast of tota Facilty cuilment (M due to Planned Outages for
each hour of each scheduling week (Monday-Sunday) of the Contract Year at least one
(1) month, but no more that three (3) months, before the first day of that Contract Year,
19
and shall promptly update such schedule, or otherwise change it, only to the extent that
Seller is reasonably required to change it in order to comply with Prudent Electrical
Practices. Seller shall notify PacifiCorp of any deviation to the anual Planed Outage
schedule, above, on the Monday preceding the scheduling week in which the sooner of
the following wil occur: (a) the outage as predicted in the Planned Outage schedule; or
(b) the outage per Seller's revised plans. Such notice shall consist of a Monday-Sunday,hourly spreadsheet showig the revised total Facilty curilment (M for that
scheduling week. Seller shall not schedule any maintenance of Interconnection Facilties
durng such months, without the prior wrtten approval of PacifiCorp, which approval
may be witheld by PacifiCorp in its sole discretion.
6.5.2 Maintenance Outages. If Seller reasonably determines that it is
necessar to schedule a Maintenance Outage, Seller shall notify PacifiCorp of the
proposed Maintenace Outage as soon as practicable but in any event at least five (5)
days before the outage begins (or such shorter period to which PacifiCorp may
reasonably consent in light of then existig wid conditions). Upon such notice, the
Paries shall plan the Maintenance Outage to mutually accommodate the reasonable
requements of Seller and the servce obligations of PacifiCorp. Seller shall take all
reasonable measures and use best efforts consistent with Prudent Electrcal Practices to
not schedule any Maintence Outage during the following periods: (June 15 through
June 30, July, August, and September 1 though September 15). Seller shall include in
such notice of a proposed Maintenance Outage the expected start date and time of the
outage, the amount of generation capacity of the Facilty that will not be available, and
the expected completion date and tie of the outage. Seller may provide notices under
this Section 6.5.2 orally. Seller shall conf any such ora notification in wrting as soon
as practicable. PacifiCorp shall promptly respond to such notice and may request
reasonable modifications in the schedule for the outage. Seller shall use all reasonable
efforts to comply with PacifiCorp's request to modify the schedule for a Maintenance
Outage if such modification has no substatial impact on Seller. Seller shall notify
PacifiCorp of any subsequent changes in genertion capacity of the Facility durng such
Maitenance Outage and any chages in the Maintenance Outage completion date and
time. Seller shall tae all reasonable measurs and exercise its best effort consistent with
Prudent Electrcal Practices to minimize the frequency and duration of Maitece
Outages.
6.5.3 Forced Outages. Seller shal promptly provide to PacifiCorp an oral
report via telephone to a number specified by PacifiCorp, of any Forced Outage of the
Facilty. Such report shal include the amount of generation capacity of the Facilty that
will not be available because of the Forced Outage and the expected retu date and time
of such genertion capacity. Seller shall promptly update the report as necessar to
advise PacifCorp of chaged cirumstaces. If the Forced Outage resuted in more than
15% of the Facility Capacity Ratig of the Facilty being unavailable, Seller shall conf
the oral report in wrtig as soon as practicable. Seller shall take all reasonable measus
and exercise its best efforts consistent with Prudent Electrcal Practices to avoid Forced
Outages and to miize their duration.
20
6.5.4 Notice of Deratings and Outages. Without limiting other notice
requirements, Seller shall notify PacifiCorp, via telephone to a number specified by
PacifiCorp, of any limitation, restrction, derating or outage known to Seller that affects
the genertion capacity of the Facilty in an amount grater than five percent (5%) of the
Facilty Capacity Ratig for the following day. Seller shall promptly update such notice
to reflect any material changes to the inormation in such notice.
6.5.5 Effect of Outages on Estiated Output. Seller shall factor Planed
Outages and Maintenance Outages that Seller reasonably expects to encounter in the
ordinar course of operating the Facility into the Scheduled Monthly Energy Delivery
amounts. in the Energy Delivery Schedule set fort in Exhibit D.
6.6 Scheduling.
6.6.1 Daily Scheduling. (not applicable)
6.6.2 Cooperation and Stadads. With respect to any and all scheduling
requiements in this Agreement, (a) Seller shall cooperate with PacifiCorp with respectto
schedulig Net Output, and (b) each Par shall designate authorized representatives to
communicate with regard to scheduling and related matters arsing hereunder.
6.6.3 Schedule Coordination. If, as a result of this Agreement, PacifiCorp
is deemed by an RTO to be finacially responsible for Seller's performance under the
Generation Interconnection Agreement due to Seller's lack of standing as a "scheduling
coordinator" or other RTO recognized designation, qualification or otherwse, then (a)
Seller shall acquire such RTO recognized stading (or shall contract with a third par
who has such RTO recognized standing) such that PacifiCorp is no longer responsible for
Seller's performance under the Generation Interconnection Agreement, and (b) Seller
shall defend, indemify and hold PacifiCorp harless against any liabilty arising due to
Seller's performance or failure to perform under the Generation Interconnection
Agreement or RTO requiement.
6.7 Deliveiy Exceeding the Maximum GIA Deliveiy Rate. Seller shall not deliver
energy from the Facilty to the Point of Delivery at a rate that exceeds the Maximum GIA
Delivery Rate. Seller's failure to limit such deliveries to the Maximum GIA Delivery Rate
shall be a breach of a material obligation subject to Section 12.1.8.
6.8 Access Rights. Upon reasonable prior notice and subject to the prudent safety
requirements of Seller, and Requirements of Law relatig to workplace health and safety,
Seller shall provide PacifiCorp and its authoried agents, employees and inpectors
("PacifiCorp Representatives") with reasonable access to the Facility: (a) for the purose of
reading or testing meterig equipment, (b) as necessar to witness any acceptace tests, (c)
for puroses of implementig Section 4.6, and (d) for other reasonable puroses at the
reasonable request of PacifiCorp. PacifiCorp shall release Seller against and from any and
all any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at tral and on appeal resulting from actions or omissions by any of the PacifiCorp
21
Representatives in connection with their access to the Facility, except to the extent that such
damages are caused or by the intentional or grossly negligent act or omission of Seller.
SECTION 7: MOTIVE FORCE
Prior to the execution of ths Agreement, Seller provided to PacifiCorp Wind Leases and a
motive force plan including an hourly wind profie acceptable to PacifiCorp in its reasonable
discretion and attched hereto as Exhibit F -1, together with a certification from a Licensed
Professional Engineer to PacifiCorp attched hereto as Exhibit F-2, certfying that the
implementation of the fuel or motive force plan can reasonably be expected to provide fuel or
motive force to the Facilty for the durtion of ths Agreement adequate to generate power
and energy in quantities necessar to deliver the Average Anual Net Output.
SECTION 8: GENERATION FORECASTING COSTS
8.1 Forecast Servce Election. PacifiCorp may, in its discretion, add forecastig
servces for Seller's Facilty to PacifiCorp's existing contrct with a qualified wind-energy-
production forecastig vendor, which contract and vendor may change durng the term of this
Agreement.
8.2 Seller's Forecast-Cost Share. Pusuant to Commission Order No. 30497,
Seller shall be responsible for 50% of PacifiCorp's cost of adding such forecaStig servces
("Seller's Forecast-Cost Share") up to Seller's Capped Forecast-Cost Share.
8.3 Cap on Seller's Forecast-Cost Share. Seller's Forecast-Cost Share for a given
Contrct Year is capped at 0.1 % of total payments made by PacifiCorp to Seller for Net
Output durg the previous Contrct Year ("Seller's Capped Forecast-Cost Share"). If the
last Contract Year of ths Agreement is shortr th a full calenda year, the cap wil be
prorated for that shorted year. For the year(s) prior to the second Contrct Year of ths
agreement that equals a full calenda year, Seller's Forecast-Cost Share is capped at 0.1% of
estimated payments for Net Output based on the Energy Delivery Schedule.
8.4 Payment. Seller shall pay to PacifiCorp Seller's Forecast-Cost Share uncapped
by Section 8.3 for each Contract Yea in equal payments for each month of such year except
the last month of such year. (For example, in a Contrct Year equaling a ful calendar year,
Seller would pay 1/11 th of Seller's Forecast-Cost Share durg each of the first 11 month.)
In the last month of each Contrct Year, PacifiCorp shall refud to Seller the amount paid by
Seller under this Section in excess, if any, of Seller's Capped Forecast-Cost Share. For a
Contrct Year encompassed by just one calenda month, Seller's payment to PacifiCorp and
PacifCorp's refud to Seller shall be calculated and paid simultaeously. To the extent
pracable, payments and refuds under ths Section shall be included in monthy payments
and invoices under Section 10.
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SECTION 9: METERING; REPORTS AND RECORDS
9.1 Meterig Adjustment. Meterig will be perormed at the location and in the
maner specified in Exhibit B and the Generator Interconnection Agreement. All quantities
of energy purchased hereunder shall be adjusted to account for electrical losses, if any,
between the point of metering and the Point of Delivery, so that the purchased amount
reflects the net amount of power flowig into the System at the Point of Delivery.
1 The loss
adjustment shall be a reduction of 2% of the kWh energy production recorded on the Facilty
output meter until actully measued and calibrated at the meter by PacifiCorp Transmission
and documented in a signed lettr to Seller from PacifCorp's QF Contracts Administrator.
9.2 Metering Errors. If any inections or tests made pursuant to the Generator
Interconnection Agreement discloses an error exceeding two percent (2%), either fast or
slow, proper correction, based upon the inccuracy found, shall be made of previous readings,
for the actul perod durng which the meterig equipment rendered inaccurate measurements
if that period can be ascertined. If the actual period canot be ascertined, the proper
correction shal be made to the measurements taken durg the time the metering equipment
was in service since last tested, but not exceedig thee Biling Periods, in the amount the
meterig equipment shall have been shown to be in error by such test. Any correction in
bilings or payments resultig from a correction in the meter records shall be made in the
next monthly biling or payment rendered.
9.3 Telemetering. In accordace with the Generation Interconnection Agreement,
Seller shall provide telemeterig equipment and facilties capable of transmitting to
Trasmission Provider (who will shae it with PacifCorp as authoried by Exhibit H, "Seller
Authorization to Release Generation Data to PacifiCorp") the following information
concerning the Facility on a real-time basis, and will operate such equipment when requested
by PacifiCorp to indicate:
(a) instantaneous MW output at the Point of Delivery;
(b) Net Output;
(c) the Facilty's total intataneous generation capacity; and
(d) wid velocity at tubine hub height.
Seller shall also tranmit to PacifiCorp any other data from the Facilty that Seller receives on
a real-time basis, including meteorological data, wind speed data, wind direction data and
gross output data. Seller shall provide such real-time data to PacifiCorp in the same detail
that Seller receives the data (e.g., if Seller receives the data in four second intervals,
PacifiCorp shall also receive the data in four second intervals). PacifiCorp shall have the
right from time to time to requie Seller to provide additiona telemeterig equipment and
facilties to the extent necessar and reasonable.
i If station servce is supplied via separte facilties, PacifiCorp wil deduct station service from
the metered facility output to calculate Net Output.
23
9.4 Monthy Report and Logs and Other Information.
9.4.1 Reports. Within thir (30) calenda days aftr the end of each
Billng Period, Seller shall provide to PacifiCorp a report in electronic format, which
report shall include (a) suares of the Facilty's wind and output data for the Biling
Period in intervals not to exceed one hour (or such shorter period as is reasonably
possible with commercially available technology), includig information from the
Facility's computer monitoring system; (b) summares of any other significant events
related to the constrction or operation of the Facilty for the Biling Period; ( c) details of
Availabilty of the Facilty for the Biling Period suffcient to calculate Availabilty and
including hourly average wind velocity measued at tubine hub height and ambient air
temperatue; and Cd) any supporting information that PacifiCorp.may from time to time
reasonably request (includig historical wind data for the Facilty).
9.4.2 Electronic Fault Log. Seller shall maintain an electronic fault log of
operations of the Facility durng each hour of the ter of this Agreement commencing on
the Commercial Operation Date. Seller shall provide PacifiCorp with a copy of the
electronic fault log within thirt (30) calendar days after the end of the Billig Period to
which the fault log applies.
9.4.3 Upon the request of PacifiCorp, Seller shall provide PacifiCorp. the
manufactuers' guidelines and recommendations for maintenance of the Facilty
equipment.
9.4.4 By each Januar 10 following the Commercial Operation Date,
Seller shall provide to PacifiCorp wrtten certfication that Seller has completed all the
manufacers' guidelines and recommendations for matenance of the Facilty
equipment applicable to the previous calenda year.
9.4.5 At any tie from the Effecve Date, one (1) year's advance notice
of the termination or expiration of any agreement, includig Wind Leases, puruat to
which the Facilty or any equipment relating thereto is upon the Facilty site; provided
that the foregoing does not authorize any early terination of any land lease.
9.4.6 As soon as it is known to Seller, Seller shall disclose to PacifiCorp,
the extent of any material violation of any envionmental laws or regulations arsing out
of the constrction or opertion of the Facilty, or the presence of Envionmenta
Containation at the Facility or on the Premses, alleged to exist by any Governental
Authority having jursdiction over the Premises, or the present existence of, or the
occurnce durg Seller's occupancy of the Preses of, any enforcement, legal, or
reguatory action or proceedig relatig to such alleged violation or alleged presence of
Envionmental Contation presently occurg or having occured durg the period
of tie tht Seller has occupied the Premses.
9.5 Maitenace of Meterng Equipment. To the extent not otherse provided in
the Genertor Interconnection Agreement, PacifiCorp shall insect, test, reair and replace
the meteg equipment periodicaly, or at the request of Seller if Seller has reason to believe
24
metering may be off and requests an inspection in wrting. . To the extent not otherwse
provided in the Generator Interconnection Agrement, all PacifCorp's costs relating to
designng, intallng, matag, and repaig meterig equipment installed to
accommodate Seller's Facilty shall be borne by Seller.
SECTION 10: BILLINGS. COMPUTATIONS AND PAYMENTS
10.3 Anual Invoicing for Output ShortalL. Thir calendar days after the end of
each Contract Year, PacifiCorp shall deliver to Seller an invoice showing PacifiCorp's
computation of Output ShortfalL, ifany, for all Biling Periods in the prior Contract Year and
Output Shortall Damages, if any. In preparng such invoices, PacifiCorp shall utilize the
meter data. provided to PacifCorp for the Contrct Year in question, but may also rely on
historical averages and such other information as may be available to PacifiCorp at the time
of invoice preparation if the meter data for such Contract Year is then incomplete or
otherise not available. To the extent required, PacifiCorp shall prepare any such invoice as
promptly as practicable following its receipt of actual results for the relevant Contract Year.
Seller shall pay to PacifiCorp, by wire transfer of immediately available fuds to an account
specified in wrting by PacifiCorp or by any other mean agreed to by the Paries in wrting
from time to time, the amount set fort as due in such invoice, and shall within 120 days after
receiving the invoice raise any objections regarding any disputed porton of the invoice.
Objections not made by Seller within the 120-day period shall be deemed waived.
10.4 Interest on Overdue Amounts. Any amounts owing after the due date thereof
shall bear interest at the Prime Rate plus two percent (2%) from the date due until paid;
provided, however, that the interest rate shall at no time exceed the. maximum rate allowed by
applicable law.
10.5 Disputed Amounts. If either Par, in good faith, disputes any amount due
puruat to an invoice rendered hereunder, such Par shall notify the other Par of the
specific basis for the dispute and, if the invoice shows an amount due, shall pay that portion
of the statement that is undisputed, on or before the due date. Except with respect to invoices
provided under Section 10.2, any such notice shall be provided withn two (2) years of the
date of the invoice in which the error fist occured. If any amount disputed by such Par is
25
determed to be due to the other Part, or if the Pares resolve the payment dispute, the
amount due shall be paid withi five (5) days after such determination or resolution, along
with interest in accordace with Section 10.4.
SECTION 11: SECURITY
11.1 Delay Security:
11.1.1 Duty to Post Securty. By the date provided in Section 2.2.2, Seller
shall post a Letter of Credit, cash or a parental gunty, each in a form acceptable to
PacifiCorp, in the amount of $544,500, as calculated pursuant to Section 11.1.2 ("Delay
Security"). To the extent PacifiCorp receives payment from the Delay Securty, Seller
shall, within fifteen (15) calenda days, restore the Default Security as if no such
deduction had occured.
11.1.2 Calculation of Delay Securty. The dollar value of Delay Securty
specified in Section 11.1.1 shall equal twenty-five dollars ($25) multiplied by the
Maxmum Facilty Delivery Rate with the Maximum Facilty Delivery Rate being
measured in kW.
11.1.3 Right to Draw on Securty. PacifiCorpshall have the right to drw
on the Delay Securty to collect Delay Liqudated Damages. Commencing on or about
first of each month, PacifiCorp will invoice Seller for Delay Liquidated Damages
incured, if any, durng the preceding month. If insufcient Delay Securty is available,
Seller shall pay PacifiCorp for invoiced Delay Liquidated Damages no later than five
business days after receiving such invoice. The Pares will make billngs and payments
for Delay Liquidated Damages in accordace with Section 10.
11.1.4 Paral Release of Delay Secuty. Provided that Seller has
maintained Delay Security in accordace with Section 11.1.1, PacifiCorp shall release
one-four of the original amount of Delay Securty stated in Section 11.1.1 each tie
Seller accomplishes a milestone (a), (b), or (c), below:
(a) Seller ha executed the Generation Interconnection Agreement
with Transmission Provider;
(b) Seller has pourd the concrete foundation at each of its. planed
individua wind tubine locations;
( c) Seller has. received wrtt approval from the Transmission
Provider to interconnect the Facilty at the Maxum Facility
Deliver Rate.
PacifiCorp shall make the paral refud of Delay Securty required above within te
business days of the date Seller provides PacifiCorp wrtten notice (along with
satisfactry docuentation therof) that it has accomplished milestone (a), (b), or (c).
26
11.1.5 Full Release of Delay Securty. Unless PacifiCorp disputes whether
Seller has paid all Delay Liquidated Damges, PacifiCorp shall release all remaining
Delay Securty upon the earlier of the 30t calenda day followig commencement of
Commercial Operation or the 60th calendar day following PacifiCorp's termnation of
ths Agreement.
11.1.6 Default. Seller's failure to post and maintain Delay Securty in
accordace with Section 11.1 wil constitute an event of default, unless cured in
accordance with Section 12.1.1 of ths Agrement.
11.2 Default Securty (Lvelied Pricing Only). If Seller ha adopted levelized
pricing for Net Output, Seller wil provide securty to PacifiCorp puruat to Commssion
Order Nos. 21690,21800, 29482, 29587 and related orders ("Default Security") asset fort
in Addendum _(this sub-Section 11.2 not applicable).
SECTION 12: DEFAULTS AND REMEDIES
12.1 The following events shall constitute defaults under this Agreement:
12.1.1 Non-Payment. A Par's failure to make a payment when due under
this Agreement or post and maintain secuty in conformance with the requirements of
Section 11 or maintain insurance in conformance with the requirements of Section 14 of
this Agreement, if the failure is not cured within ten (10) business days after the non-
defaulting Par gives the defaultig Par a notice of the default.
12.1.2 Breach of Representation. Breach by a Par of a representation or
waranty set fort in this Agreement, if such failure or breach is not cured withi thirt
(30) days following wrtten notice.
12.1.3 Default on Other Agreements. Seller's failure to cure any default
under the Generation Interconnection Agreement or any other agreement between the
pares related to this Agreement, the Genertion Interconnection Agreement, or the
Facilty within the tie allowed for a cure under such agreement or instrent.
12.1.4 Inolvency. A Par (a) makes an assignent for the benefit of its
creditors; (b) files a petition or otherwse commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any banptcy or similar law
for the protection of creditors, or has such a petition filed against it and such petition is
not withdrawn or dismissed with sixty (60) days after such filing; (c) becomes
insolvent; or (d) is unable to pay its debts when due.
. 12.1.5 Material Adverse Change. A Material Adverse Change has occured
with respect to Seller and Seller fails to provide such performance assurances as are
reasonably requested by PacifiCorp, within fifteen (15) days from the date of such
request.
27
12.1.6 Sale to Third-Par. Seller's sale of Net Output to an entity other
than PacifiCorp, as prohibited by Section 4.2.
12.1.7 Non-Deliveiy. Unless excused by an event of Force Majeur,
Seller's failure to deliver any Net Energy for thee consecutive calendar months.
12.1.8 A Par otherwise fails to pedorm any material obligation (includig
but not limited to failure by Seller to meet any deadline set fort in Section 2.2) imposed
upon that Par by this Agreement if the failure is not cured within thi (30) days aftr
the non-defaulting Par gives the defaulting Par notice of the default; provided,
however; that, upon wrtten notice from the defaulting Par, this thir (30) day perod
shall be extended by an additional ninety (90) days if (a) the failure canot reasonably be
cured within the thir (30) day penod despite diligent efforts, (b) the default is capable
of being cured within the additional ninety (90) day penod, and ( c) the defaulting Par
commences the cure within the original thirt (30) day period and is at all ties thereafter
dilgently and continuously proceeding to cure the failure.
12.2 In the event of any default hereunder, the non-defaulting Par must notify the
defaulting Par in wrting of the circumstaces indicating the default and outlining. the
requirements to cure the default. If the default has not been cured within the prescribed tie,
above, the non-defaultig Par may terinte this Agreement at its sole discretion by
delivering wntten notice to the other Par and may. pursue any and all legal or equitable
remedies provided by law or pursuant to ths Agreement. The rights provided in this Section
12 are cumulative such that the exercise of one or more rights shal not constitute a waiver of
any other nghts.
12.3 In the event this Agreement is teated because of Seller's default and Seller
wishes to again sell Net Output from the facilty using the same motive force to PacifiCorp
followig such termintion, PacifiCorp in its sole discretion may requre that Seller do so
subject to the terms of ths Agreement, including but not limited to the purhase pnces as set
fort in (Section 5), until the Expiration Date (as set fort in Section 2.1). At such time
Seller and PacifiCorp agree to execute a wrttn document ratifyg the terms of this
Agreement.
12.4 If this Agreement is termnated as a result of Seller's default, in addition to and
not in limitation of any other right or remedy under ths Agrement or applicable law
(including any right to set-off, counterclaim, or otherise withold payment), Seller shall
pay PacifiCorp Output Shortall Damges for a period of twelve (12) months from the date of
termnation plus the estimated admstrtive cost to acquire the replacement power. The
Pares agre that the damages PacifiCorp would incur due to termintion resultig frm
Seller's default would be diffcult or impossible to predct with cerinty, and that the
dages in ths Section 12.4 are an appropriate approxiation of such daages.
12.5 Reoypment of Damages.
(a) Default Securty Available. If Seller has posted Default Securty,
PacifiCorp may drw upon tht secty to satisfy any damages, above.
28
(b) Default Securty Unavailable. If Seller has not posted Default Secty, or
if PacifiCorp has exhausted the Default Securty, PacifiCorp may collect
any remaing amount owig by parally witholding futue payments to
Seller over a reasonable perod of tie. PacifiCorp and Seller shall work
together in good faith to establish the period, and monthly amounts, of
such witholding so as to avoid Seller's default on its commercial or
fmancing agreements necessar for its contiued operation of the Facilty.
12.6 Upon an event of default or termtion event resuting from default under ths
Agreement, in addition to and not in limitation of any other right or remedy under this
Agreement or applicable law (including any right to set-off~ counterclaim, or otherwise
withold payment), the non-defaulting Par may at its option set-off~ against any amounts
owed to the defaulting Par, any amounts owed by the defaulting Par under any contract(s)
or agreement(s) between the Pares. The obligations of the Pares shall be deemed satisfied
and discharged to the extent of any such set-off. The non-defaulting Par shall give the
defaultig Par wrtten notice of any set-off, but failur to give such notice shall not affect
the validity of the set-off.
12.7 Amounts owed by Seller puruat to ths Section 12 shal be due withn five
(5) business days after any invoice from PacifiCorp for the same.
SECTION 13: INDEMNIFICATION; LIABILITY
13.1 Indemnities.
13.1.1 Inemnty by Seller. Seller shall release, indemnfy and hold
harless PacifiCorp, its diectors, offcers, agents, and representatives againt and from
any and all loss, fies, penalties, clais, actions or suts, 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 facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facilty, or (d) arsing from this Agreement, including without
limitation any loss, claim, action or suit, for or on account of injur, bodily or otherwise,
to, or death of, persons, or for damage to, or destrction or economic loss of propert
belonging to PacifiCorp, Seller or others, exceptig only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of PacifiCorp, its directors,
officers, employees, agents or representatives.
13.1.2 Indemnty by PacifiCom. PacifiCorp shall release, indemnify and
hold harless Seller, its directors, offcers, agents, lenders and representatives against
and from any and all loss, fies, penalties, claims, acons or suits, including costs and
attorney's fees, both at tral and on appeal, resulting from, or arsing out of or in any way
connected with the energy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injur, bodily or otherwise, to, or death of, perons, or for damage to, or destrction or
economic loss of propert, exceptig only such loss, claim, action or suit as may be
29
caused solely by the fault or gross negligence of Seller, its directors, offcers, employees,
agents, lenders or representatives.
13.2 No Dedication. Nothing in this Agreement shall be constred to create any
duty to, any standard of care with reference to, or any liabilty to any person not a Par to
this Agreement. No undertg by one Par to the other under any provision of ths
Agreement shall constitute the dedication of that Par's system or any porton thereof to the
other Par or to the public, nor affect the status of PacifiCorp as an independent public
utility corporation or Seller as an independent individua or entity.
13.3 No Warty. Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confirmation by
PacifiCorp and PacifiCorp makes no waranties, expressed or implied, regarding any aspect
of Sellers design, specifcations, equipment or facilties, including, but not limited to, safety,
durabilty, reliabilty, strengt, capacity, adequacy or economic feasibility.
13.4 CONSEQUENTIA DAMGES. EXCEPT TO TH EXTENT SUCH
DAMGES ARE INCLUDED IN THE LIQUIDATED . DAMGES, DELAY DAMGES,
OR. OTHR SPECIFIED MEASUR OF DAMGES EXPRESSLY PROVIDED FOR IN
TIlS AGREEMENT, NEITHER PARTY SHALL BE LIALE TO THE OTHER PARTY
FOR SPECIA, PUNTIVE, INIRCT, EXEMPLARY OR CONSEQUENTIA
DAMGES, WHTHER SUCH DAMGES ARE ALLOWED OR PROVIDED BY
CONTRACT, TORT (INCLUDING NEGLIGENCE), STRCT LIAILITY, STATU OR
OTHRWISE.
SECTION 14: INSURANCE
14.1 Certficates. Prior to connection of the Facilty to the System, Seller shall
secur and contiuously car inurance in compliance with the requirements of ths Secton.
Seller shall provide PacifiCorp insurce certcate(s) (of "ACORD Form" or the
equivalent) certifyg 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 certificate. If requested by PacifiCorp, a copy of each ince
policy, cerfied as a tre copy by an authorized representative of the issuing insurce
company, shall be fushed to PacifiCor.
14.2 Required Policies and Coverages. Without liting any liabilties or any other
obligations of Seller under ths Agrement, Seller shall secure and continuously car with an
inurce company or companies rated not lower than "A-:VI' by the A.M. Insuce
Report the inurance coverage specified below:
1 4.2.1 Commerial Gener Liabilty insurance, to include contrctu
liabilty, with a minum single limt ofSl,OOO,OOO per occurence to protect agai and
from all loss by reason of injur to persons or daage to proper based upon and arsing
out of the actvity under ths Agrement.
30
14.2.2 All Risk Propert insurance providing coverage in an amount at least
equal to 80% of the replacement value of the Facilty against "all risksll of physical loss
or damage, including coverage for ear movement, flood, and boiler and machinery.
The Propert policy may contain separte sub-limts and deductibles subject to insurance
company underwiting guidelines. The Risk Policy wìl be maitained in accordance
with terms available in the insurance market for similar facilities.
14.3 The Commercial General Liabilty policy requied herein shall include (i)
provisions or endorsements naming PacìfiCorp, its Board of Directors, Offcers and
employees as additional insureds, and (ii) cross liabilty coverage so that the insurce
applies separately to each insued againt whom claim is made or suit is brought, even in
intaces where one inured clai againt or sues another insured.
14.4 All liabilty policies required by ths Agrment shall include provisions that
such insurance is primar insurnce with respect to the interests of PacifiCorp and that any
other inurce maintained by PacifiCorp is excess and not contrbutory insurance with the
insurce required hereunder, and provisions that such policies shall not be canceled or their
limits of liability reduced without (i) ten (10) business days prior wrtten notice to PacifiCorp
if canceled for nonpayment of premium, or (ii) thirt (30) business days prior wrtten notice
to PacifiCorp if canceled for any other reason.
14.5 Commercial Generl Liabilty inurance coverage provided on a "claims-
made" basis shall be maintained by Seller for a minum period of five (5) years after the
completion of this Agreement and for such other lengt of time necessar to cover liabilties
arising out of the activities under this Agreement.
SECTION 15: FORCE MAJEURE
15.1 As used in this Agreement, "Force Majeure" or "an event of Force
Majeure" means any cause beyond the reasonable control of the Seller or of PacifiCorp
which, despite the exercise of due diligence, such Par 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 strfe, strkes, and other labor distubances, eartquakes, fires,
lightning, epidemics, sabotage, restrint by cour order or other delay or failure in the
performance as a result of any action or inction on behalf of a public authority or other
Governental Authority which is in each case (i) beyond the reasonable control of such
Par, (ii) by the exercise of reasonable foresight such Par could not reasonably have been
expected to avoid and (ii) by the exercise of due diligence, such Par shall be unable to
prevent or overcome. Force Majeure, however, specifically excludes the cost or availabilty
of fuel or motive force to operate the Facilty or changes in market conditions that affect the
price of energy or transmission. If either Par is rendered wholly or in par unble to
perform its obligation under this Agreement because of an event of Force Majeure, both
Paries shall be excused from whatever performance is affected by the event of Force
Majeure, provided that:
15.1.1 the non-performing Par, shall, withn two (2) weeks after the
occurence of the Force Majeure, give the other Par wrtten notice describing the
31
parculars of the occurence, including the sta date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains parially operational and the expected end
date of the Force Majeure;
15.1.2 the suspension ofpedormance shall be of no greater scope and of no
longer duration than is requird by the Force Majeure;
15.1.3
to pedorm; and
the non-pedormg Part uses its best effort to remedy its inabilty
15.1.4 the non-performing Par shall provide prompt wrtten notice to the
other Par at the end of the Force Majeure event detailng the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeue.
15.2 No obligations of either Par which arose before the Force Majeure causing
the suspension ofperfonnance shall be excused as a resut of the Force Majeure.
15.3 Neither Par shall be required to settle any stre, walkout, lockout or other
labor dispute on terms which, in the sole judgment of the Par involved in the dispute, are
contrar to the Par's best interests.
SECTION 16: SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be constred to create an association, trt,
parership or joint ventue or to impose a trst or parerhip duty, obligation or liabilty
between the Paries. If Seller includes two or more paries, each such part shall be jointly
and severaly liable for Seller's obligations under this Agreeent.
SECTION 17: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordace with the laws of the state of
Idao, excludig any choice of law rules which may direct the application of the laws of
another jursdiction.
SECTION 18: PARTIAL INVALIDITY
It is not the intention of the Paries to violate any laws goverg the subject matt of this
Agreement. irany of the terms of the Agreement are filly held or detened to be invalid,
ilegal or void as being contrar to any applicable law or public policy, all other terms of the
Agrement shall remai in effect. If any te ar fily held or determined to be invalid,
ilegal or void, the Pares shall enter into negotiations concerning the ters affected by such
decision for the purose of achievig conformity with requiements of any applicable law
and the intent of the Pares to ths Agreeent.
32
SECTION 19: WAIVER
Any waiver at any time by either Par of its rights with respect to a default under ths
Agreement or with respect to any other matters arsing 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 20: GOVERNMENTAL JURISDICTION AND
AUTHORIZATIONS
PacifiCorp's compliance with the terms of this Agreement is conditioned on Seller's
submission to PacifiCorp prior to the Commercial Operation Date and Seller's maintenance
thereafer of copies of all local, state and federal licenses, permits and other approvals as then
may be requied by law for the constrction, operation and maintenance of the Facilty.
SECTION 21: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be bindig upon and inure to
the benefit of the respective successors and assign of the Paries hereto, except that no
assignent hereof by either Par shall become effective without the wrtten consent of both
Partes being first obtained. Such consent shall not be uneasonably witheld, conditioned,
or delayed. Notwithstanding the foregoing, either Par may assign this Agreement without
the other Part's consent to a lender as par of a financing transaction. Furter
notwithstanding the foregoing, any entity with which PacifiCorp may consolidate, or into
which it may merge, or to which it may conveyor trsfer substatially all of its electric
utìlty assets, shall automatically, without fuer act, and without need of consent or
approval by the Seller, succeed to all of PacifiCorp's rights, obligations, and interests under
this Agreement. This arcle shall not prevent a financing entity with recorded or secured
rights from exercising all rights and remedies available to it under law or contract.
PacifiCorp shall have the right to be notified by the financing entity that it is exercising such
rights or remedies.
SECTION 22: ENTIRE AGREEMENT
22.1 This Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether oral or in wrting, regarding PacifiCorp's
purchase of Net Output from the Facìlty. No modification of ths Agreement shall be
effective unless it is in wrting and signed by both Pares.
22.2 By executig this Agreement, each Par releases the other from any
claims, known or unown that may have arsen prior to the execution date of this
Agreement with respect to the Facilty and any predecessor facilty proposed to have been
constrcted on the site of the Facìlty.
33
SECTION 23: NOTICES
All notices except as otherwise provided in ths 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 certified or registerd mail and retu receipt requested.
Notices PacifiCorp Seller
Al Notices PacifiCorp Power County Wind Park Nort
825 NE Multnomah Street Portland,Att: Roald Doskeland
OR 97232 Windland Inc.
Att: Contrct Adminstrtion,7669 W. Riverside DnveSuite 600
Phone: (503) 813 - 5380 Suite 102
Facsimile: (503) 813 - 6291 Boise, Idaho 83714Duns: 00-790-9013
Federal Tax ID Number: 93-0246090 Phone: [phone]
Fax: [phone]
Al Invoices:Att: Back Offce, Suite 700 Same as above
Phone: (503) 813 - 5578
Facsimile: (S03) 813 - 5580
Scheduling:Att: Resource Plang, Suite 600 Same as above
Phone: (503) 813 - 6090
Facsimile: (503) 813 - 6265
Payments:Att: Back Offce, Suite 700 Same as above
Phone: (503) 813 - 5578
Facsimle: (503) 813 - 5580
Wire Transfer:Ban One N.A.To be provide in a separte lettr
To be provided in separate lettr from
PacifiCorp to Seller
Credi and Att: Credit Manager, Suite 700 Same as above
Collections:Phone: (S03) 813 - 5684
Facsimile: [phone]
With Additional Att: PacifiCorp Genera Counel Same as above
Notices of an Phone: [phone]
Event of Default Facsimle: [phone]
or Potenti
Event of Default
to:
34
The Pares may change the person to whom such notices are addessed or their addresses,
by providing wrtten notices thereof in accordace with this Section.
IN WITNSS WHEREOF, the Pares hereto have caused this Agreement to be executed in
their respective names as of the date fit above wrttn.
By:
Title: Director, ort Term Origination
and QF Contrcts
By:
N e: Roald Doskeland
fe: Presiçlent, Windland Inc.
Manger, Power County Wind Park
Nort, LLC
35
EXHIBIT A
DESCRIPTION OF SELLER'S FACILITy2UlûAUG 25 AM 8= 13
R--ECE ~)
IDAHO PUdU,J
Seller's Facilty consists of twelve (12) wind turbine generator(s) manHfla\Uk\~'V~~¥Å~.SlÇgre
specifically, each generator at the Facilty is described as:
Type (synchronous or inductive): Inductive p A£..lZ--tÐ-- 00-
Model:
Number of Phases:
Rated Output (kW):
Vestas VI00, 1.8 MW
3
1,815
Rated Output (kV A):
Rated Voltage (line to line):
Rated Current (A): Stator: A; Rotor: A
Maximum kW Output: 1,815 kW Maximum kV A Output:
Minimum kW Output: 0 kW
Manufacturer's Guaranteed Cut-in Wind Speed:
Manufacturer's Guaranteed Cut-out Wind Speed:
Facilty Capacity Rating: 21,780 kW
Maximum Facilty Delivery Rate: 21,780 kW at
Maximum GIA Delivery Rate: tbd kW (specify whether rate is instantaneous or hour-averaged)
Describe (1) any differences between the maximum output of the generator(s) and their
Nameplate Capacity Rating(s) and (2) any differences between the Facilty Capacity Rating, the
Maximum Facilty Deliver Rate, and the Maximum GIA Deliver Rate:
2000~0.9 inductive
kVA
300s
2000s
Station service requirements, and other loads served by the Facilty, if any, are described
as follows: Station Service is estimated to be 220kW, line losses and transformer losses are
estimated to be 1,100 kW.
Location of the Facilty: The Facility is located in Power County, Idaho. The location is more
paricularly described as follows:
North: T8S, R31E, Section 13 and T8S, R32E, Sections 6,7,8,17,18
Power factor requirements: tbd in GIA
Attach documentation of the power curve for the generator (see below)
A-I
~~.i.~'--+-~li'--~L-+-~ir d~nSitv..rkg".!~TI ~-J-..-R. ~-.~! speed I I '. I i ! I ¡ I!!
(£;¡-;:iišT:9Tõ7srir-i:õii:õ5075 1.1 1.12 ¡ 1.15 ii7sriiTi2s'Ti27s110 000000000000001-1- 0 0 0 0 0 0 0 0 0 0 0 0 0 0Î2 00000000000000i 3 13 9 9 9 10 10 11 11 11 12 12 13 14 15
i--'4-' 112 80 83 86 89 92 95 98 101 104 106 109 115 118l-_..__~
¡ 5 260 198 203 209 215 220 226 232 237 243 248 254 265 271
i 6 462 356 365 375 385 395 40 414 424 433 443 453 472 4811-.._._.-~.. 7 736 563 579 595 611 626 642 658 673 689 70S 720 751 767
~ 8 1108 856 879 902 925 948 971 994 1017 1040 1063 1086 1131 1153
, 9 1524 1212 1243 1273 1304 1335 1363 1392 1421 1449 1474 1499 1547 1570--
10 1766 1566 1591 1616 1641 1666 1682 1699 1716 1733 1744 1755 1773 1780
11 1811 1764 1772 1779 1786 1794 1797 180 1803 1807 1808 1809 1812 1813
12 1815 1808 1810 1811 1812 1814 1814 1814 1815 1815 1815 1815 1815 1815
13 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
14 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
15 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
L 16 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
L 17 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
I 18 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
r 19 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
ri 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 181512100000000000000r-"ï2 0 0 0 0 0 0 0 0 0 0 0 0 0 0r-ï3 0 0 0 0 0 0 0 0 0 0 0 0 0 024 0 0 0 0 0 0 0 0 0 0 0 0 0 0'-_2S 0 0 0 0 0 0 0 0 0 0 0 0 0 0
A-2
EXHITS
POIN OF DELIVRY / PARTIES' INRCONNCTION FACILITIS
1. The Point of Delivery wil be the high-side of Seller's 34.5/230kV tranformer
interconnecting between strctues 53 and 55 on the Brady- Treasurton 230kV
tranmission line. Point of Meterig for PCWP Nort is above the disconnect switch for
Collector circuit feeder #1.
2. Single line drawig of Facilty is attched. There are no trsmission facilties on Seller's
side of the Point of Delivery.
B-1
:rm:r
00 00
fl t~
"1 l'-&lIW'T
:lJC
Qj-1~
34_~ 1 IlBI'RIØ_E1-1
r-.1
iL
1lRRfR 4II 1 i ..'=å.t
(3..ii(3-1li
34SCtë t.mer-M.5l~ui
EXBmlTC
REQUIRED FACILITY DOCUMNTS
Qualifying Facilty Number from FERC: Nort - QF 10-349-000
The following Documents are required to complete this project:
Generation Interconnection Agreement
Turbine commissioning cerfications from the tubine manufactuer
Easements:
1. Memorandum of Lease, Kopp et aI, instrent # 195132
2. Memorandum of Lease, Deeg et aI, instrent #185679
3. Memorandum of Lease Amendment, Deeg et al, instrent # 195134
4. Memorandum of Lease, Isaak et aI, instrent # 185678
5. Memorandum of Lease Amendment, Isaa et aI, instrent # 195136
6. Memorandum of Lease, Meadows et al, intrent # 194226
7. Memorandum of Lease Amendment, Meadows et al, instrent # 1.95131
Permits (if required by the following agencies):
· Special Use Permit from Power County Planing and Zoning
· Power County Highway Distrct Access Permt
· Southeast Distrct Health Deparent Septic Permit
· Idao Division of Building Safety Electrcal Pert
· Idao Tranporttion Deparent, Division of Aeronautics, FAA Form 7460
· Idao Traporttion Deparent, Overlegalload Permit
· Idao Deparent of Envionmental Quality, Dredge and Fil Permt
· FAA Form 7460-1 and 7460-2 for each tubine
· US Ary Corp of Engieer, Section 404 Clean Water Act
· US Envinmental Protection Agency, Constrction General Peritiotice ofIntent
Agreement betwee Power County Wind Park Nort and Power County Wind Park South
grtig Power County Wind Park Nort rights to use interconnection facilties owned by Power
County Wind Park South to deliver Net Output
C-l
EXHITD
ENERGY DELIVRY SCHEDULE
Po C ' l\W Pa.No ILScMo
ff311441
D-l
Required sta-up tests are those checks and tests necessary to determine that all featues
and equipment, systems, and subsystems have been properly installed and adjusted, fuction
properly, and are capable of operating simultaneously in such condition that the Facilty is
capable of contiuous delivery into PacifiCorp's electrcal system, which may include but are
not limited to:
1. Turbine/generator mechancal runs and fuctionality;
2. System operation tests;
3. Brake tests;
4. Energiation of transformers;
5. Synchroniing tests (manual and auto);
6. Excitation and voltage regulation operation tests;
7. Auto stop/start sequence;
8. Completion of any state and federal envionmental testing requirements; and
9. Tests required by manufactuer(s) and designer(s) of equipment.
For wind projects only, the following Wind Turbine Generator Installation Checklists are
requied documents to be signed offby Manufactuer or Subcontrct Category Commissionig
Peronnel as par of the Commissionig and stap testing:
Turine Installation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Checklists includig: Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Secton Cables or buss bar
Base Secton
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E-l
EXHBITF-l
MOTIV FORCE PLAN
WI SPEED DATA SUMS & HOURY WI PROFILE
Windland has collected wid data at the sites of Power County Wind Park North and South since
2002. Data have been collected on multiple met masts and site anlyses have been performed by
Garad Hassan WindLogics, 3 Tier, Ron Nierenburg and V-bar LLC. The attached 12x24 table
was based on an analysis of wind data collected on site between Januar 2005 and December
2009. The basic analytical method employed was Measure-Correlate-Predict (MCP). The site
observations were correlated with data collected at the Pocatello airport to provide long term
wind speed adjustments. Monthly averages, diural varations and long term averages were used
to produce site frequency distributions including the 12x24 ary attached.
'Mi.
1i
J
..
S,
.,.l
10ii
12
11
14
15
16
11
11
lJ.iin
D
u...~(l.fo.. e:."fI~
.. .. Me
t.M If& MQ
_$ N1 _i
i=i-it:~,. llA ..
I. =.!:fI a1
.. 14
,. M27 t1
'14 .. 1002115 .''6 iø
lUi '* '"75
.IUC ., t4.
12M kl 9Øl&S IO ,.
.. M4J 8171
IØ ti42 182
1l fiB l1.l21~",.1 Ti ..,.1105541.,
91 I 1.561 1:111
At _. ..
lS 7151 7521
MI 10 1.
14 721S nu.lUI 1214 øs
I1 l7 ..1N 611 i7t
141 ei 6_
nn sa15 ~H1.7 s_
6741 5t
11 Øl SUO=~
.. 1113 1W
uio 7. .,621
mi 1M9 1197
"'4 7'1 ..
.. 12"5 7Ø.. 10 1m
.. 11. IM
1791 1li .,.
810 8156 1521
9140 ?US 15QUSi LU2 7D
Jtsa
$61
S2Ø..46SI..n.
JOU
U8ia
179142.,
5412
lW51
iU161.1_s~..
6250
1271
Fl-1
... _ OC No OK
$718 141 jj t9C iæS2 1418 !I.I 10
5574 .70 1iu a. .13
søi ., 7:1$ 1211 l0.
4ØJ SUA 1W 1M II.
.. u.u 68. 1Ø2 tlU
416 .. l1U lOS MS
40 514 ilS 7n6 90
Mei _1 OJi 1l0 MI
æ.~
519 618 .. 81H U1
Sl:B 191 1111 191 l7
fa! ., 1$ iw MI
5615 lO 7Ul l01 lC
S2 10 10 9519 10_5m 141 _1 91 mu
au 1l. .1) 911$ 1051
6I 777 "'I2~ _1Sau ,. ¡:i? iom
st 191 1152 9155 *10
EXHIBITF-2
ENGINER'S CERTIFICATION
(1) THAT THE WI DATA SUMMAES IN EXHffIT F-1 AR ACCURTE;
(Licensed Professional Engineer's certfication)
(2) THAT THE AVERAGE ANAL NET OUTPUT ESTIMTE is 67,311,441 KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF TIlS AGREEMENT BASED ON
THE MOTI FORCE PLAN IN EXHIT F- 1;
(Licensed Professional Engieer's certfication)
(3) THAT THE FACILITY; UNER AVERAGE DESIGN CONDITIONS, LIKLY WILL
GENERATE NO MORE THN 10 aMW IN AN CALENDAR MONTH.
(Licensed Professional Engineer's certfication)
F2 -1
EXHITF-2
ENGINEER'S CERTIFICATION - NORTH ARRY
(1) THAT THE WID DATA SUMRIES IN EXHIBIT F-l AR ACCURATE;
Có/\b/lO
(2) THAT THE AVERAGE ANNAL NET OUTPUT ESTIMATE IS 67,311,441 KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT BASED ON
THE MOTIVE FORCE PLAN IN EXHBIT F-l;
?J!H,!\O
(3) THT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS, LIKEL Y WILL
GENERATE NO MORE THAN 10 aMWIN ANY CALENDAR MONTH.
F2 -1
EXlBITG
SAMLE ENERGY PURCHASE PRICE CALCUATIONS
The followig are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the non-Ievelized purchase price durng an On-Peak Hour in May of 2011
equals $60.24/M (the 2011 anual rate for Conforming Energy) multiplied by 92% (0.92)
(the May On-Peak Hour multiplier) minus $6.50/MWh (the wind integration cost), which equals
$48.92/MWh.
Table 1: Sample calculations for non-Ievelized On-Peak Conforming Energy in 2011: Purchase
Price = (anual rate * monthly On-Peak multiplier) - wind integrtion cost.
Conforming
Energy Calculated Purchase
Annual Rate On-Peak Wind Price for 2011 On-
for 2011 Hour Integration Peak Conforming
Month (perMWh)Multiplier Cost Energy (per MW)
Januar $60.24 103%$6.50 $55.55
Februar $60.24 105%$6.50 $56.75
March $60.24 95%$6.50 $50.73
April $60.24 95%$6.50 $50.73
May $60.24 92%$6.50 $48.92
June $60.24 94%$6.50 $50.13
July $60.24 121%$6.50 $66.39
Augut $60.24 121%$6.50 $66.39
Septeber $60.24 109%$6.50 $59.16
October $60.24 115%$6.50 $62.78
November $60.24 110%$6.50 $59.76
Deceber $60.24 129%$6.50 $71.21
Table 2: Sample calculations for non-Ievelied Off-Peak Conformng Energy in 2011: Puchase
Price = (anua rate * monthly Off-Peak multiplier) - wid integrtion cost.
Conforming
Energ Calculated Purchase
Annual Rate Off-Peak Wind Price for 2011 OtT-
for 2011 Hour Integration Peak Conformig
Month (perMW)Multiplier Cost Energy (per MWh)
Janua $60.24 94%$6.50 $50.13Febru$60.24 97%$6.50 $51.93
Mah $60.24 80%$6.50 $41.69
0-1
Conforming
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2011 Off-
for 2011 Hour Integration Peak Conforming
Month (perMWh)Multiplier Cost Energy (per MWh)
April $60.24 76%$6.50 $39.28
May $60.24 .63%$6.50 $31.45
June $60.24 65%$6.50 $32.66
July $60.24 92%$6.50 $48.92
August $60.24 106%$6.50 $57.35
September $60.24 99%$6.50 $53.14
October $60.24 105%$6.50 $56.75
November $60.24 96%$6.50 $51.33
December $60.24 120%$6.50 $65.79
G-2
EXHBITH
Seller Authorization to Release Generation Data to PacifiCorp
.~
clean energy from wind
Traission Serce
Att Direr, Tramion Serice
825 NE Multnonah Suite 160
Poran OR 97232
RE: Power Cou Wid Par Nort LL Inteomon Ret
DeSir:
Powe Count Wind Par Nor LLC hereby voh:ly auth PacfiCo's Traisson
bues un to sh Power County Wmd Park Nort. LLs geerr iiteecon infonnon
and ge met da n:g to Powe Co Wind Par Nort U.C Qui1Yng Faclity locate
ne the town of Amerca Falls, Powe County, Idao with Marng Affiat employ of
PacfiCoip Energy, inud bu not limite to thse in th Coeral and Tting grup. Power
County Wind Park Nort LLC acowledge th PacfiCo did no provid~ it any prence
either opeonal or rareated in exch fo ths volunta cose
Name: Mich Hecer
Title: Dior, Mag & Delopen
Da
~ It 2l77-n7 7l w. RIDE DR ii 102 BOIS. iDAH 83714 FAA _37"
H-l
~dId
clean energy from wind
Transmission Services
Att: Director, Transmission Servces
825 NE Multnomah, Suite 1600
Portand, OR 97232
RE: Power County Wind Park North LLC Interconnection Request
Dear Sir:
Power County Wind Park Nort LLC hereby voluntarily authorizs PacifiCorp's Transmission
business unt to share Power County Wind Park Nort LLC's generator interconnection
information and generator meter data relatig to Power County Wind Park Nort LLC
Quaifying Facility located near the town of American Fals, Power County, Idaho with
Marketing Affiliate employees of PacifiCorp Energy, including, but not limited to those in the
Commercial and Trading group. Power County Wind Park Nort LLC acknowledges that
PacifCorp did not provide it any preferences, either operational or rate-related, in exchange forthis volunt ent
Title President, Windland Inc, Manger, Power County Wind Park Nort, LLC
~ /'í~ - fo
Date
WINDLAND INCORPORATED 208-377-7777 7669 W. RIVERSIDE DR SUITE 102 BOISE. IDAHO 83714 FAX [phone]
ADDENDUML
STATION LOAD, LOSSES, and NET OUTPUT
ALLOCATION ALGORITHM FOR THE
POWER COUNTY WIND PAR NORTH, LLC PROJECT
This Addendum L is hereby made a par of, and clares certain term in the Power
Pure Agreemnt between PqW- Count F\ïéf¡; North, LLC and PacifCorp
("Agreement") entered into the 'l :t'dayof l. 1; 2010. Capitalized terms not
defined herein shall have the meaning set fort in Agreement. Power County Wind
Park Nort, LLC ("Seller") and PacifiCorp are at times referred to herein individualy as
a "Par" or collectively as the "Pares".
Power County Wind. Park Nort, LLC and Power County Wind Park South, LLC,
together, form a complex of separte, Idao small wind Qualifying Facilties ("Windland
Power County Projects") that share collector wires, a 34.5/230 kV substation, and
related equipment, which connect the Qualifyng Facilties to the Point of Delivery
("Shared Interconnection Facilties").
PacifiCorp has agreed to buy (and Seller has agred to sell), at the Point of Delivery,
Seller's total energy output net of: (1) Seller's station serice; (2) energy provided by
Seller to another Windland Power County Project for station service; (3) Seller's share.of
the tranformation losses; and (4) Seller's share of the line losses between Seller's
Facilty and the Point of Delivery (together Seller's "Station Auxilary Load and
Losses''). However, Seller and PacifiCorp agree that it is impossible to measur Seller's
Station Auxliar Load and Losses separte and apar from the Station Auxliar Load
and Losses of the other Windland Power County Projects. Therefore, in order to
implement an objective, practicable, and eqtable process by which PacifiCorp may
quatify energy delivered by Seller to the Point of Delivery (net of its Station Auxliar
Load and Losses), the Paries do agree as follows:
A. Bilg Formulae. PacifiCorp shall determine Seller's Net Output in kWh for
puroses of the Agreement using the method specified below.
1. Definitions
NR = the nameplate rating ofWindland Power County Project i.
NRT = the sum of all the nameplate ratigs ofWindland Power County Projects (i =
1 to 2).
PALL, = the accumulated purhased energ from Utility Supplier(s), as detered at
the Point of Delivery, to supply the net tota station auxliar load and losses
for the Shard Interconnection Facilties for Windland Power County
Prjects i = 1 to 2 whenever such total load and losses exceeds total
generation output.
L-l
P ALL¡ = the allocated share of P ALLT for Project i as determned by multiplying
P ALLr by NR¡ and dividing by NRT.
OP¡ = for a given integration interval, the metered output energy of Windland
Power County Project i, as determined by PacifiCorp's meter at the point
where Windland Power County Project i connects to the Shared
Interconnection Facilties. For any integrtion interval durng which any
energy is delivered to a Project from the Shared Interconnection Facilties,
such delivered energy is accumulated in a separte meter register and does
not decrement the register used to meae accumulated OP¡. Therefore OP¡
is by defition always greater than or equal to zero, and in the event the
meter records OP¡ less th zero, OP¡ shall be deemed to equal zero.
= the sum of all OP¡ (i = 1 to 2).
= for a given integrtion interval, the total energy delivered to the Point of
Delivery (230 KV Brady Treasureton tranmission line). NOT shall be as
measured at PacifiCorp's meter near the Point of Delivery (kWh, in 10-
miute inteals), adjuste for any tranformation losses between the meter
and the Point of Delivery. For any integration interval durg which any
energy is delivered to the Point of Delivery from PacifiCorp's system, such
delivered energy is accuulated in a separate meter register of the
PacifiCorp meter and does not decrement the register used to measure
accumulated Net Output energy. Therefore NOT is by definition always
greater than or equal to zero and in the event the meter records NOt less
than zero, NOT shall be deemed to equal zero.
= the net energy sold to PacifiCorp by Windland Power County Project i
durg the integration interval.
SALLT = the total of all station auxliar load and losses for the Shared
Interconnection Facilitiès for Windland Power County Projects (i = 1 to 2)
when NOr is positive.
SALL¡ = the allocated share for Windland Power County Project i of SALLr.
Capitalized terms not defined in this Addendum shall have the meaning set fort in the
Agreement.
2. Calculations
OPT
NOT
NO¡
Calculations shall be reconciled and settled monthly. Calculations shall be based upon
raw data gathered from specified meters using a metering integration interval of 5, 10, or
15 minutes at PacifiCorp's election to match the metering intallation PacifiCorp
specified (''integration interval"). Calculations shall be rounded to the nearest
kilowattour in the fmal step.
fa). When Total Generation Output .:= Station Auxiliary Load and Losses
When, for any integration interval the total of all OP¡ Project output amounts of energy
among all Windland Power County Projects (OPT) s less than or equal to the total station
auxilar load and losses for the Shared Interconnection Facilities, the meters at the Point
of Delivery wil accumulate the Utility Supplier's delivery of purchased energy, PALLr,
L-2
to supply such net total load and losses in a meter register that is separate from that which
accumulates NOT and NOT shall equal zero or if negative, be deemed to equal zero. The
"Utility Supplier" shall be the utility providing retail electrc service at the Facilty
(Rocky Mountain Power). PacifiCorp shall have no obligation to serve any of the
Windland Power County Proj ects' retail electrc needs absent a separte wrtten
agreement with PacifiCorp and then only with the permission of Seller's Utility Supplier.
None of the costs associated with provision of retail electrc service to Seller shall be
borne by PacifiCorp.
(b). When Total Generation Output :: Statn Auxiliary Load and Losses
When, for any integration interval, the total generation of energy among all Windland
Power County Projects is greater than the total station auxilar load and losses for the
Shared Interconnection Facilties, the meters at the Point of Delivery wil accumulate in a
separate registe PacifiCorp's receipt of the tota combined energy from all the Projects
(NOT). The difference between OPT and NOT for that interval (SALL,) is allocated to
each Windland Power County Project in proporton to its generation output (OPJ in the
same integrtion interval to determine NOi by the formulae:
Let SALLT = ( OPT - NOT) and
SALLi = ( SALLr) * (OPi 1 OPT)
The Net Output energy sold by each Project i is then determined as:
NOi = (OP¡ - SALLi) and substituting for SALL¡ ;
NOi = NOT * (OPi 1 OPT J
B. Limitation of PacifCorp Purchase Liabilty. PacifiCorp's total purchase
obligation to the Windland Power County Projects shal at no tie exceed total energy
delivered by the Windland Power County Projects to the Point of Delivery. Therefore, in
the event the su of the Net Output energ (calculated according to the precedig
formulae) for al the Windland Power County Projects is greate than NOT, then
PacifiCorp shall reduce calcuated Net Output energy from each Windland Power County
Prject, pro rata each Windland Power County Project's share of the OPT, such that the
tota. energy purchased from all the Windland Power County Projects at the Point of
Delivery by PacifiCorp equs NOr.
C. PacifCorp Right to Offset. In the event PacifiCorp determines it ha underaid one
or more Windld Power County Projects (due to meterg eror or otherwse) and, as a
resut of underpayig one or more Windland Power County Projects, has overpaid Seller,
L-3
PacifiCorp may adjust Seller's futue payment(s) accordingly in order to recaptue any
overpayment received by Seller in a reasonable tie.
D. Condition Subsequent. This Addendum L was negotiated jointly among the
Windland Power County Projects and PacifiCorp and is intended by all of the Windland
Power County Projects and PacifiCorp to be one of two identical bilateral agreements,
each between PacifiCorp and an Windland Power County Project, but each related to the
other. Therefore, in the event one or more Windland Power County Projects does not
agree to be bound by the terms and conditions set fort in this Addendum L, PacifiCorp
may, upon thir days written notice, cancel all Addendum L agreements. In the event
PacifiCorp cancels this Addendum L in accordace with this Section D, PacifiCorp may
satisfy its obligation to pay Seller by depositing when due, with an escrow agent chosen
by the Windland Power County Projects, the total payment due to all Windland Power
County Projects under their respective Power Puchase Agreements, less offsets (if any)
calculated based upon NOT and the Contrt Price.
AGREED TO BY:
By:
L-4
President, Windland Inc.
Manager, Power County
Wind Park Nort, LLC
RFCF i=n
POWER PURCHASE AGREEMENT
BETWEN
POWER COUNTY WIND PAR SOUTH, LLC
(a non-fueled, on-system, Intermttent Resource with Mechancal Availability Guartee,
Idao Qulifying Facilty-l OaM /Month or less)
AN
PACICORP
iam AUG 20 AM 10: 25
Section 1: Definitions .... ... .... ..... ...... ... ... ..... ...... ...... ......... ............. ............ .... .... ........ ..... ..... 1
Section 2: Term Commercial Operation Date ...................................................................9
Section 3: Representations and Warranties.......................................................................11
Section 4: Delivery of Power; Availabilty Guaranty.......................................................13
Section 5: Purchase Prices...... ...... ......... ... ..... ..... ... ... .... ........ ... ...... ...... ...... ..... ... .... ........... 16
Section 6: Opertion and Control .....................................................................................18
Section 7: Motive Force....................................................................................................22
Section 8: Generation Forecasting Costs ..........................................................................22
Section 9: Metering; Reports and Records ........................................................................23
Section 10: Billngs, Computations and Payments ........................................................... 25
Section 11: Securty .... .... ........ ... ...... ... ........ .... ...... ... ........ ..... ........ ....... .... ... .......... .... ........ 26
Section 12: Defaults and Remedes .................................................................................. 27
Section 13: Indemnification; Liabilty ...... ... ...... ... .... .... .., ... ........ ........ ..... ... .............. ....... 29
Section 14: Inurce........................................................................................................ 30
Section 15: Force Majeure.............................................................................¡.................. 31
Section 16: Several Obligations........................................................................................32
Section 17: Choice of Law................................................. ...............................................32
Section 18: Paral Invalidity ............................................................................................32
Section 19: Waiver.......~....................................................................................................33
Section 20: Governental Jursdiction and Authoriations ................ ............................ 33
Section 21: Successors and Assigns ...... ..... ............... ..... .... ... ..... ...... '" ... ......... ........... ...... 33
Section 22: Entie Agreement...........................................................................................33
Section 23: Notices ........................................................................................................... 34
i
Ri:c
POWER PURCBAE AGREEME ~ 2lJ1ft4/J ~ "~I¡
i;"1~~~~: ~~~= s;~=e;::ii ~ it~::' \~te lí:;1i:ìld~1f/O 4Aco any (the "Seller") and PacifiCorp, an Oregon corporation actig in its merchant fuction 'C,:;:.i
capacity ("PacifCorp"). Seller and PacifiCorp are referr to collectively as the "Partes" and
individually as.a "Part".
RECITALS
A. Seller intends to constrct, own operate and maintain a wind facilty, for the
generation of electrc power located in Power, County, Idaho with an expected Facility Capacity
Rating of 21,780 kilowatt (kW) as fuer descrbed in Exhbit A and Exhibit B ("Facilty")
B. Seller has grted rights to deliver output from Power County Wind Park Nort,
LLC (a Qualifying Facility) to PacifiCorp across interconnection facilities owned by Seller;
Seller and Power County Wind Par Nort, LLC have agreed to allocate comingled line losses
on those interconnection facilities as set fort in Addendum L.
C. Seller intends to operte the Facilty as a Quaifyng Facility, as such term is
defined in Section 1.57 below, and to sell Net Output to PacifiCorp in Idao.
D. Seller estiates that the average anual Net Output to be delivered by the Facilty
to PacifiCorp is 60,523,733 kilowatt-hour (kWh) ("Average Annual Net Output") pursuat to
the monthly Energy Delivery Schedule in Exhibit D hereto, which amount of energy PacifiCorp
wil include in its resource plang.
E. Seller intends to sell and PacifiCorp intends to purchase all the Net Output from
the Facility in accordance with the terms and conditions of this Agreement.
F. PacifiCorp intends to designate Seller's Facilty as a Network Resource for the
puroses of servg Network Load.
G. This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jursdictional
Cost Allocation Revised Protocol.
H. Seller i: has U has not authorized Transmission Provider to release generation
data to PacifiCorp. If yes, the authorization is attched as Exhibit H.
i. This Agreement is par of a compromise of a legal dispute between PacifiCorp
and Seller. As such, this Agreement shall not establish any precedent regarding PacifiCorp's
treatment of Qualifyg Facilties.
NOW, THEREFORE, the Paries mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings:
1
1.1 "As-buit Supplement" shall be a supplement to Exhibit A, provided by
Seller followig completion of constrction of the Facility, accurately describing the
completed Facilty.
1.2 "Avaiabilty" means, for any Biling Period, the ratio, expressed as a
percentage, of (x) the aggregate sum of the tubine-minutes in which each of the Wind
Turbines at the Facilty was available to generate at the Maximum Facilty Delivery Rate
durg the Biling Period over (y) the product of the number of Wind Turines that comprise
the Facilty Capacity Rating as of Commercial Operation multiplied by the number of
minutes in such Biling Period. A Wind Turbine shall be deemed not available to operate
durng minutes in which it is (a) in an emergency, stop, servce mode or pause state; (b) in
"ru" status. and faulted; or ( c) otherwse not operational or capable of deliverig at the
Maximum Facilty Delivery Rate to the Point of Delivery; uness if unavailable due solely to
(i) a default by PacifiCorp; (ii) to the extent not caused by Seller's actions, a curilment in
accordance with Section 6.3; (iii) insufcient or surlus wind (includig the normal amount
of tie required by the generatig equipment to resume operations followig a period when
wind speed is below the Cut-In Wind Speed or above the Cut-Out Wind Speed); (iv) a
Planed Outage or Maintence Outage in accordance with Section 6.5.1 or 6.5.2
(respectively) up to a maximum of36 hour per Wind Turbine per year; or (v) Force Majeure
events under Section 15.1.
1.3 "Billg Period" means the time period between PacifiCorp's reading of its
power purchase meter at the Facilty and for this Agreement shall coincide with calendar
month.
1.4 "Business Day" mean any calendar day, from 8 a.m. to 5 p.m. prevailing
Mountain Time on which bans in the State of Idao are requied to be open for business
except Satuday and Sunday.
1.5 "Commercial Operation" mean that not less than the 90% of the expected
Facilty Capacity Ratig is fuly operationa. and reliable and the Facilty is fuy
interconnected, fully integrated, and synchronized with the System, all of which shall be
Seller's responsibilty to receive or obta, and which occur when all of the followig events
(i) have occured, and (ii) remain simultaeously tre and accurate as of the date and moment
on which Seller gives PacifiCorp notice that Commercial Operation has occured:
1.5.1 PacifiCorp ha received a certficate adessed to PacifiCorp from a
Licensed Professional Engieer (a) statig the Facilty Capacity Rating of the Facilty at
the anticipated time of Commercial Opertion and (b) stating that the Facilty is able to
generate electrc power reliably in amounts reqd by ths Agreeent and in accordace
with all other terms and conditions of this Agrement.
1.5.2
with Exhbit E.
Sta-Up Testig of the Facilty has been completed in accordace
1.5.3 PacifiCoi: ha reived a certficate addressed to PacifiCorp frm a
Licensed Profession Engieer, an attorney in good stading in Idao, or a letter from
2
Tranmission Provider, stating that, in accordace with the Generation Interconnection
Agreement, all required interconnection facilties have been constrcted, all required
interconnection tests have been completed and the Facility is physically interconnected
with the System in conformance with the Generation Interconnection Agreement and able
to deliver energy consistent with the terms of ths Agreement, and the Facilty is fully
integrated and synchronied with the System.
1.5.4 PacifiCorp has received a certficate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good standing in Idaho, stating that
Seller has obtained all Required Facilty Docents and, if requested by PacifiCorp in
wrtig, Seller shall have provided copies of any or all such requested Required Facility
Documents.
1.5.5 Seller has complied with the securty requirements of Section 11.
1.5.6 Network Resource Designation and Transmission Servce Request.
(a) Seller has provided all data required by the Tranmission Provider
to enable the Facilty to be designated as a Network Resource in
accordnce with the Tarff.
(b) PacifiCorp has received confiration from the Trasmission
Provider tht the Facilty has been designated as a Network
Resource.
(c) Seller has provided all data required for PacifiCorp to submit a
trnsmission service request for the Facilty pursuant to the Tarff.
(d) PacifiCorp has received confirmation from the Transmission
Provider that the trmission service request has been granted in
sufcient capacity to meet or exceed the Maximum Facility
Delivery Rate and the Seller has paid all costs associated with any
requiements of the trsmission servce request.
1.6 "Commercial Operation Date" mean the date, as designated by PacifiCorp
puruant to Section 2.4, the Facilty first achieves Commercial Operation.
1.7 "Commission" means the Idaho Public Utilties Commission.
1.8 "Conforming Energy" means all Net Energy except Non-Conforming Energy.
1.9 "Conforming Energy Purchase Price" mean the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
1.10 "Contract Year" mean a twelve (12) month period commencing at 00:00
hours Mountain Prevailing Time ("MPT") on Janua 1 and ending on 24:00 hours MPT on
December 31; provided, however, tht the fist Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last
Contract Year shall end on the Expiration Date, uness earlier termnated as provided herein.
3
1.11 "Cut-in Wind Speed" mean the predicted wind speed at which a stationa
wind tubine begins producing Net Energy, as specified by the tubine manufactuer and set
fort in Exhibit A.
1.12 "Cut-out Wind Speed" means the predicted wid speed at which an operating
Wind Turbine stops producing Net Energy due to excess wind speed, as specified by the
tubine manufactuer and set fort in Exhibit A.
1.13 "Delay Liquidated Damages", "Delay Daiy Minmum", "Delay Period",
"Delay Price" and "Delay Volume" shall have the meanings set fort in Section 2.5 of this
Agreement. "Delay Security" shall have the meaning set fort in Section 11.1.1 of this
Agreement.
1.14 "Default Security" shall have the meaning set fort in Section 11.2 of this
Agreement.
1.15 "Effective Date" shall have the meang set fort in Section 2.1 of this
Agreement.
1.16 "Energy Delivery Schedule" shall have the meaning set fort in Section 4.3 of
this Agreement.
1.17 "Environmental Attributes" mean any and all claims, credits, benefits,
emissions reductions, offsets; and allowances, howsoever entitled, resultig from the
avoidance of the emission of any gas, chemical, or other substance to the ai, soil or water,
which are deemed of value by PacifiCorp. Environmental Attbutes include but are not
limite to: (1) any avoided emissions of pollutants to the air, soil, or water such as (subject
to the foregoing) sulf oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and
other pollutats; and (2) any avoided emissions of carbon dioxide (C02), methane (CH4),
. and other greenhouse gases (GHGs) that have been determed by the United Nations
Intergovernenta Panel on Climate Change to contrbute to the actal or potential theat of
alterig the Ear's climate by trpping heat in the atmosphere. Envionmental Attbutes do
not include (i) Production Tax Credts or certin other ta incentives existing now or in thefutue associate with the constrction, ownerhip or operation of the Facilty, (ii) mattrs
designted by PacifiCorp as sources of liabilty, or (ii) adverse wildlife or envionmental
imacts.
1.18 "Environmental Contamiation" mean the introducton or presence of
Hazdous Materials at such levels, qutities or location, or of such form or chaacter, as to
constitute a violation of feder, state or local laws or reguations, and present a materal risk
under federal, state or local laws and reguations that the Premises wil not be available or
usable for the puroses conteplated by ths Agreement.
1.19 "Expiration Date" shall have the meag set fort iI Section 2.1 of ths
Agrent.
1.20 "Facilty" is defied in Recita A of this Agreement.
4
1.21 "Facilty Capacity Ratig" mean the sum of the Nameplate Capacity Ratigs
for all generators comprising the Facilty.
1.22 "Force Majeure" has the meag set fort in Section 15.1.
1.23 "Forced Outage" mean an outage that requires removal of one or more Wind
Turbines from service, another outage state or a reserve shutdown state before the end of the
next weekend. Maintenance Outages and Planed Outages are not Forced Outages.
1.24 "Generation Interconnection Agreement" means the generation
interconnecton agreement entered into separately between Seller and Transmission Provider,
as applicable, specifying the Point of Deliver and providing for the constrction and
operation of the Interconnecton Facilties.
1.25 "Governmental Authority" means any supraational, federal, state or other
political subdivision thereof, havi jursdiction over Seller, PacifiCorp or this Agreement,
includig any muncipality, township or county, and any entity or body exercising executive,
legislative, judicial, reguatory or admstrtive fuctions of or pertng to governent,
including any corporation or other entity owned or controlled by any of the foregoing.
1.26 "Hazardous Materials" means any waste or other substance that is listed,
defined, designated or classified as or determined to be hazardous under or pursuant to any
environmental law or reguation.
1.27 "Inadvertent Energy" means: (1) energy delivered to the Point ofDeliveiy in
excess of the Maximum Monthy Puchase Obligation; and (2) energy delivered to the Point
of Deliveiy at a rate exceeding the. Maximum Facilty Delivery Rate on an hour-averaged
basis. Inadvertent Energy is not included in Net Energy.
1.28 "Index Price", for each day, shall mean the weighted average of the average
Peak and Off-Peak firm energy market prices, as published in the Intercontinental Exchange
(ICE) Day Ahead Power Price Report for the Palo Verde Hub. For Sunday and NERC
holidays, the 24-Hour Index Price shall be used, uness ICE shall publish a Firm On-Peak
and Firm Off-Peak Prce for such days for Palo Verde, in which event such indices shall be
utilized for such days. If the ICE index or any replacement of that index ceases to be
published durng the term of this Agreement, PacifiCorp shall select as a replacement a
substatially equvalent 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.
1.29 "Initial Year Energy Delivery Schedule" shall have the meanng set fort in
Section 4.3.1.
1.30 "Interconnection Facilties" mean all the facilties and ancilar equipment
used to interconnect the Facilty to the System, as defmed in the Generation Interconnection
Agreement.
5
1.31 "Letter of Credit" means an irevocable stadby letter of credit in a form
reasonably acceptable to PacifiCorp, naming PacifiCorp as the par entitled to demand
payment and present draw requests thereunder. Such letter of credit shall be provided by an
institution that. is a United States office of a commercial bank or trst company organzed
under the laws of the United States of America or a political subdivision thereof, with a
credit rating on its long-term senior unecured debt of at least "A" from Stadard & Poor's
and "A2" from Moody's Investor Services, and having assets of at least $10,000,000,000 (net
of reserves).
1.32 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in
its reasonable judgment who is licensed to practice engineerg in the state ofIdaho, who has
training and experience in the engineering discipline(s) relevant to the matters with respect to
which such person is called to provide a certification, evaluation and/or opinion, who has no
economic relationship, association, or nexus with the Seller, and who is not a representative
ofa consulting engineer, contractor, designer or other individual involved in the development
of the Facility, or of a manufactuer or supplier of any equipment installed in the Facilty.
Such Licensed Professional Engineer shall be licensed in an appropriate engineering
discipline for the requied certification being made. The engagement and payment of a
Licensed Professional Engineer solely to provide the certfications, evaluations and opinions
required 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.
1.33 "Maintenance Outage" means any outage of one or more Wind Turbines that
is not a Forced Outage or a Planned Outage. A Maitenance Outage is an outage that can be
deferred until aftr the end of the next weekend, but that requies that the Wind Turbine(s) be
removed from servce before the next Planed Outage. A Maintenance Outage may occur
any tie durg the year and must have a flexible sta date.
1.34 "Material Adverse Change" shal mean with respect to the Seller, if the
Seller, in the reasonable opinon ofPacifiCorp, has experienced a materal adverse change in
abilty to fulfill its obligations under ths Agrement.
1.35 "Maxmum Facilty Delivery Rate" mean the maximum instataeous rate
(kW) at which the Facilty is capable of deliverng Net Output at the Point of Delivery, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement
1.36 "Maxum GIA Delivery Rate" mea the maxum rate (kW) at which the
Genertor Interconnection Agreement allows the Facilty to deliver energy to the Point of
Delivery and is set fort in Exhbit A.
1.37 "Maxmum Monthly Purchase Obligation" mean the maxmum amount of
ener PacifCorp is obligate to purchae under ths Agreement in a calenda month. In
acrdce with Commssion Order No. 29632, the Maximum Monthy Puchase Obligation
for a given month, in kWh shall equl 10,000 kW multiplied by the total number of hour in
that month and prorated for any paral month.
6
1.38 "Nameplate Capacity Ratig" mean the maximum intataeous generating
capacity of any qualifying smal power or cogenertion generating unit supplying all or par
of the energy sold by the Facility, expressed in MW or kW, when operated consistent with
the manufactuer's recommended power factor and opertig pareters, 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.
1.39 "NERC" mean the Nort Amercan Electrc Reliabilty Corporation.
1.40 "Net Energ" mean the energy component, in kWh, of Net Output. Net
Energy does not include Inadvernt Energy.
1.41 "Net Output" means all energy and capacity produced by the Facilty, less
station use and less transformn.tion and transmission losses and other adjustments, if any. For
puroses of calculating payment under this Agreement, Net Output of energy shall be the
amount of energy flowing though the Point of Deliver, less any station use not provided by
the Facility. Net Output does not include Inadvertt Energy.
1.42 "Network Resource" shall have the meanng set fort in the Tarff.
1.43 "Network Servce Provider" mean PacifiCorp Transmission, as a provider of
network service to PacifiCorp under the Tarff.
1.44 "Non-Conforming Energy" means Net Output produced by the Facilty prior
to the Commercial Operation Date. .
1.45 "Non-Conforming Energy Purchase Price" mean the applicable price for
Non-Conforming Energy and capacity, specified in Section 5.1.
1.46 "Off-Peak Hours" means all hour of the week that ar not On-Peak Hours.
1.47 "On-Peak Hours" means hour from 7:00 a.m. to 11:00 p.m. Mountain
Prevailing Time, Monday though Satuday, excluding Western Electrcity Coorditig
Council (WCC) and Nort American Electrc Reliabilty Corporation (NRC) holidays.
1.48 "Output Shortfal" and "Output Shortfall Damages" shall have the
meangs set fort in Section 4.5 of this Agreement.
1.49 "PacifiCorp" is defined in the fist paragrph of this Agreement, and excludes
PacifiCorp Transmission.
1.50 "PacifCorp Transmission" mean PacifiCorp, an Oregon corporation, acting
in its interconnection and trmission fuction capacity.
1.51 "Planned Outage" means an outage of one or more Wind Turbines of
predetermined duration that is scheduled in Seller's Energy Delivery Schedule. Boiler
overhauls, tubine overhauls or inpections are tyical planned outages. Maintenance
Outages and Forced Outages are not Planed Outages.
7
1.52 "Point of Delivery" mean the high side of the generation step-up
trsformer(s) located at the point of interconnection between the Facilty and the System, as
specified in the Generation Interconnection Agreement and in Exhibit B.
1.53 "Premises" mea the real proper on which the Facility is or will be located,
as more fuly described on Exhibit A.
1.54 "Prime Rate" mean the rate per anum equa to the publicly anounced
prime rate or reference rate for commercial loans to large businesses in effect from time to
time quoted by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prie rate is not
available, the applicable Prime Rate shall be the anounced prime 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 Part to whom interest based on the prie
rate is being paid.
1.55 "Production Tax Credits" means production ta credits under Section 45 of
the Internal Revenue Code as in effect from time to time durg the term hereof or any
successor or other provision providig for a federal tax credit determined by reference to
renewable electrc energy produced from wind resources and any correlative state tax credit
determined by reference to renewable electrc energy produced from wind resources for
which the Facilty is eligible. Production Tax Credits do not include any tax credit
determed by reference to investment.
1.56 "Prudent Electrcal Practices" mean any of the practices, methods and acts
engaged in or approved by a significant porton of the electrcal utility industr or any of the
practces, methods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the tie a decision is made, could have been expected to accomplish the
desired result at the lowest reasonable cost consistent with reliabilty, 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 spectr of possible practces, methods or
acts.
1.57 "QF' mean "Qualfying Facilty", as that term is defmed in the version of
FERC Regulations (codified at 18 CFR Par 292) in effect on the date of ths Agreement.
1.58 "Required Facilty Documents" means all deeds, titles, leases (includig
Wind Leaes), licees, permts, authorizations, and agreements demonstratig tht seller
contrls the necessa propert rights and goverent authorizations to constrct, operte,
and maintain the Facilty, includig without limitation those set fort in Exhibit C.
1.59 "Requirements of Law" mean any applicable and mandatory (but not merely
advsory) feder, state and local law, statute, reguation, rue, code or ordinance enacted,
adopted, issued or promulgated by any federa state, local or other Governental Authority
or reguto body (includig those pertg to electrcal, buildig, zonig, envirnmental
and ocupational safet and heath requirements).
8
1.60 "Scheduled Commercial Operation Date" means the date by which Seller
promises to achieve Commerial Operation, as specified in Section 2.2.6.
1.61 "Scheduled Monthy Energy Delivery" mea the Net Energy scheduled to
be delivered durng a given calenda month, as specified by Seiler in the Energy Delivery
Schedule.
1.62 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost Share"
shall have the meangs set forth in Sections 8.2 and 8.3 respectively.
1.63 "Subsequent Energ Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
1.64 "System" mean the electc trsmission substation and transmission or
distrbution facilities owned, operated or maitaned by Tranmission Provider, which shall
include, after constrction and intalation of the Facility, the circuit reinforcements,
extensions, and associated termnal facility reinorcements or additions required to
interconnect the Facility, all as set forth in the Generation Interconnection Agreement.
1.65 "Tariff mea the PacifiCorp Trasmission FERC Electrc Tarff Seventh
Revised Volume No.l1 Pro Forma Open Access Tranmission Tariff or the Transmission
Provider's corresponding FERC taff or both, as revised from time to time.
1.66 "Transmission Provider" mean PacifiCorp Transmission or a successor,
including any regional trmission organtion ("RTO").
.1.67 "Wind Leases" mean the memoranda of wid lease and reacted wind leases
recorded in the county in which the Facilty is located in connection with the development of
the Facilty, as the same may be supplemented, amended, extended, restated, or replaced
from time to tie.
1.68 "Wind Turbine" mean a Vestas VLOO, 1.8 megawatt wid tubine. At its full
Facility Capacity Rating, the Facilty will consist of12 Wind Turbines.
SECTION 2: TERM. COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Pares and
after approval by the Commission ("Effective Date"); provided, however, this Agreement
shall not become effective until the Commssion has determed that the prices to be paid for
energy and capacity are just and reasonable, in the public interest, and that the costs incured
by PacifiCorp for purchases of capacity and energy from Seller are legitimate expenses, all of
which the Commission wil allow PacifiCorp to recover in rates in Idao in the event other
jursdictions deny recover of their proportonate share of said expenses. PacifiCorp shall
seek such Commission approval promptly upon execution of this Agreement.
Unless earlier teted as provided herein the Agreement shall remain in effect until 24:00
MPT December 31, 2031 ("Expiration Date").
9
2.2 Time is of the essence of this Agreement, and Seller's ability to meet certin
requiements prior to the Commercial Operation Date and to achieve Commercial Operation
by the Scheduled Commercial Operation Date is crtically importt. Therefore,
2.2.1 By June 1, 2011, Seller shall obtain and provide to PacifiCorp
copies of all governental permts and authorizations necessar for constrction of the
Facilty.
2.2.2 By the date 30 calendar days after the Effective Date, Seller shall
provide Delay Securty required under Section 11.1.1, as applicable.
2.2.3 At least ten business days prior to delivery of any energy from the
Facilty to PacifiCorp, Seller shall provide PacifiCorp with an executed Generation
Interconnection Agreement.
2.2.4 Prior to Commercial Operation Date, Seller shall provide Default
Securty required under Section i 1.2, as applicable.
2.2.5 Prior to Commercial Operation Date, Seller shall provide PacifiCorp
with an As-built Supplement acceptable to PacifiCorp.
2.2.6 By 24:00 MPT December 31, 2011, Seller shall achieve
Commercial Operation ("Scheduled Commercial Operation Date").
2.3 Beginning on the fist day of the fist month followig the Effective Date,
Seller shall provide PacifiCorp a one-page monthy update bye-mail on the progress of the
milestones in Section 2.2.
2.4 Establishing Commercial Operation. To achieve Commercial Operation,
Seller must provide, subject to PacifiCorp's wrttn approval which wil not be uneasonably
witheld, wrtten notice to PacifiCorp statig when Seller believes that the Facilty has
achieved Commercial Operation accompaned by the certficates descrbed in Section 1.5.
PacifiCorp's approval, if given, shall designte the Commercial Operation Date. In no event
will delay in achievig the Scheduled Commercial Operation Date postpone the Expiration
Date specified in Section 2.1.
2.5 Delay Damages. Seller shal cause the Facilty to achieve Commercial
Operation on or before the Scheduled Commercial Operation Date. If Commercial Opertion
occurs aftr the Scheduled Commercial Operation Date, Seller shall be liable to pay
PacifiCorp delay damages for the number of days ("Delay Period") the Commercial
Opertion Date occurs after the Scheduled Commercial Operation Date, until the earlier of
occurence of the Commercial Operation Date or the termtion of ths Agrement ("Delay
Liquidated Damages''). Bilings and payments for Delay Liquidate Damages shall be made
in accordace with Section 11.1.
10
2.5.1 Delay Liquidated Damages. Delay Liquidated Damages equals the sum
of: for each day in the Delay Period, the greater of (1) the Delay Daily Minimum or (2)
the Delay Price times the Delay Volume
Where:
"Delay Daily Mium" eqls (a) for the first 90 calendar days
following the Scheduled Commercial Operation Date: one-ninetieth
(l/90th) of twenty-five dollar ($25) multiplied by the Maxum Facilty
Delivery Rate with the Maximum Facilty Delivery Rate being measured
in kW; (b) af the 90th calenda day following the Scheduled
Commercial Operation date: $0.
"Delay Price" equals the positive differencè, if any, of the Index Price
minus the weighted average of the On-Peak and Off-Peak monthly
Conforming Energy Purchase Prices; and
"Delay Volume" equals the applicable Scheduled Monthly Energy
Delivery divided by the number of days in that month.
2.5.2 Ap,ropriateness of Damages. The Pares 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 damages.
SECTION 3: REPRESENTATIONS AND WARRANTIES
3.1 PacifiCorp represents, covenants, and warts to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing 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 perform accordig to the terms of this Agreement.
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it
to authorize the execution, delivery and performance of this Agreement and the
consummation of the tranactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contravene any provision of, or constitute a default under, any
indentue, mortgage, or other material agreement 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 Commission approval, this Agreement is a valid and
legally bindig obligation of PacifiCorp, enforceable againt PacifiCorp in accordance
with its terms (except as the enforceabilty of ths Agreement may be limited by
11
banptcy, insolvency, ban moratorium or similar laws affectig creditors' rights
generaly and laws restrcting 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 enforceabilty is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.1 Seller is a limited liabilty company duly organzed and validly
existig under the laws of Idao.
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and to pedorm accordig to the terms hereof, includig all required
reguatory authority to make wholesale sales from the Facilty.
3.2.3 Seller's shareholders, directors, and offcers have taken all actions
required to authorie the execution, delivery and performance of ths Agreement and the
consumation of the tranactions contemplated hereby.
3.2.4 The execution and delivery of this Agreement does not contrveneany provision of, or constitute a defaultunder, any indentue, mortgage, or other material
agreement binding 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 This Agreement is a valid and legaly binding obligation of Seller,
enforceable against Seller in accordace with its terms (except as the enforceabilty of
this Agreement may be limited by banptcy, insolvency, ban moratorium or similar
laws afectig creditors' rights generally and laws restrcting the availabilty of equitable
remedies and except as the enforceabilty of this Agrement may be subject to gener
principles of equity, whether or not such enforceabilty is considered in a proceeding at
equity or in law).
3.2.6 The Facilty is and shall for the term of ths Agrement continue tobe a QF. Seller has provided the appropriate QF cerfication, which may include a
Federal Energy Reguatory Commission self-certification to PacifiCorp prior to
PacifiCorp's execution of ths Agreement At any time PacifiCorp has reaon to believe
durg the term of this Agreement tht Seller's status as a QF is in question, PacifCorp
may require Seller to provide PacifiCorp with a wrttn legal opinon from an atrney in
good stading in the state of Idao and who has no economic relationship, association or
nexu with the Seller or the Facilty, stating that the Facilty is a QF and providig
sufcient proof (includig copies of all documents and data as PacifiCorp may request)
demonstrtig that Seller has maintaed and will contiue to maintain the Facilty as a
QF.
3.2.7 Neither the Seller nor any of its principal equity owners is or has
with the past two (2) year been the debtor in any banptcy proceding, is unble to
pay its bills in the ordi coure of its business, or is the subject of any legal or
12
reguatory action, the resut of which could reasonably be expected to impair Seller's
abilty to own and operate the Facilty in accordance with the term of this Agreement.
3.2.8 Seller has not at any tie defaulted in any of its payment obligations
for electricity purchased from PacifiCorp.
3.2.9 Seller is not in default under any of its other agreements and is
curent on all of its financial obligations.
3.2.10 Seller own, and will contiue to own for the term of ths
Agreement, all right, title and interest in and to the Facilty, free and clear of all liens and
encumbraces other than liens and encumbrances related to third-par ficing of the
Facilty.
3.2.11 In enterig into this Agreement and the underting by Seller of the
obligations set fort herein, Seller has investigated and determined that it is capable of
performing hereunder and, except for reliance upon PacifiCorp expertse in relation to
Generation Interconnection related issues, has not relied upon the advice, experience or
. expertse of PacifiCorp in connection with the transactions contemplated by this
Agreement.
3.2.12 All professionals or expert including, but not limited to, engineers,
attorneys or accountats, that Seller may have consulted or relied on in undertg the
transactions contemplated by ths Agreement have been solely those of Seller.
3.2.13 All leases of real proper required for the operation of the Facilty
or the performaice of any obligations of Seller hereunder are set fort and accurately
described in Exhibit C. Upon request by PacifiCorp, Seller shall provide copies of the
Wind Leases to PacifiCorp.
3.2.14 All inormation about the Facility set fort in Exhibit A, Exhibit B,
and Exhibit C has been verified by Seller and is accurate to the best of its knowledge.
3.3 Notice. If at any tie durg this Agreement, any Par obtains actual
knowledge of any event or informtion which would have caused any of the representations
and waranties in this Section 3 to. have been materially untre or misleading when made,
such Par shall provide the other Par with wrtten notice of the event or information, the
representations and warranties affected, and the action, if any, which such Par intends to
take to make the representations and waranties tre and correct. The notice required
puruant to this Section shall be given as soon as practicable afer the occurence of each
such event.
SECTION 4: DELIVERY OF POWER; AVAILABILITY GUARANTY
4.1 Deliveiy and Acceptace of Net Ouqmt. Unless otherwse provided herein,
PacifiCorp wil purchase and Seller will sell all Net Output from the Facilty.
13
4.2 No Sales to Thid Pares. Durng the te of this Agreement, Seller shall not
sell any Net Output from the Facility to any entity other than PacifiCorp.
4.3 Energy Delivery Schedule. Seller shall prepare and provide to PacifiCorp, on
an ongoing basis, a wrtten schedule of Net Energy expected to be delivered by the Facility
("Energy Delivery Schedule"), in accordace with the following:
4.3.1 Durng the first twelve full calendar months following the
Commercial Operation Date, Seller predicts that the Facilty wil produce and deliver the
followig monthly amounts ("Initial Year Energy Delivery Schedule"):
Month
Januar
Februar
March
April
May
June
July
August
September
October
November
December
Energy Delivery (kWh)
6,221,422
5,743,522
6,215,694
5,326,692
4,710,890
4,539,524
3,445,526
3,321,630
4,113,788
4,744,687
5,620,495
6,519,863
4.3.2 Seller may revise the Intial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.
4.3.3 Beging at the end of the nith fu calenda month of operation,
and at the end of every third month thereafter, Seller shall supplement the Energy
Delivery Schedule with thee additional months of forward estimates (which shall be
appended to th Agreement as Exhibit D) ("Subsequent Energy Delivery Schedule"),
such that the Energy Delivery Schedule will provide at least thee months of scheduled
energy estites at all ties. Seller shal provide Subsequent Energy Delivery Schedules
no later than 5:00 pm of the 5th day afr the due date. If Seller does not provide a
Subsequent Energy Delivery Schedule by the above deadle, scheduled energy for the
omitted perod shall equal the amounts scheduled by Seller for the same thee-month
perod durg the previous year.
4.3.4 Upon and after the Commercal Operation Date, Seller may no
longer revise the Energ Deliver Schede for the fit six ful calendar months of
14
Commercial Operation. Afer 5:00 p.m. MPT of the fift business day followig the end
of the third ful calendar month of Commercial Operation and the end of each third
calendar month thereafter, Seller may no longer revise the Energy Delivery Schedule for
the six calenda month immedately followig such third month. Subject to the
foregoing restrctions in this Section 4.3.4, Seller may revise the Energy Deliver
Schedule for any unestrcted month by providig wrtten notice to PacifiCorp. Failure to
provide timely wrtten notice of chaged amounts will be deemed to be an election of no
change.
4.4 Minmum Availabilty Obligation. Seller shall cause the Facilty to achieve the
following Availabilty durng each month of the Agreement ("Guaranteed Availabilty"):
Number of calendar months elapsed afer the Guaranteed Availabilty
Commercial Operation Date (COD):
Up to 3 month afr COD:55%
More than 3 months up to 6 months aft COD:70%
..
Greater than 6 months aftr COD:85%
As used above, "calendar month" includes the first month, or paral month, afer the
Commercial Operation Date, and each subsequent calenda month (e.g. June, July, etc.).
4.5 Liguidated Damages for Output Shortal. If the Availabilty in any given
month falls below the Guaanted Availabilty, the resulting shortfall shall be expressed in
kWh as the "Output Shortfal." The Output Shortfall shall be calculated in accordace with
the following formula:
Output Shortfall = (Guaranteed Availabilty - Availabilty) *
Scheduled Monthly Energy Delivery
Seller shall pay PacifiCorp for any Output Shortfall at the lower of (l) the positive
difference, if any, of the Index Prce minus the weighted average of the On-Peak and Off-
Peak monthly Conformng Energy Puchae Prices; or (2) the weighted average of the On-
Peak and Off-Peak monthy Conforming Energ Purchase Prices ("Output Shortall
Damages").
Output Shortal Damages = Output Shortall * Output Shortall Price
Where:
Output Shortall Price =(Index Price - Weighted Average CEPP), except
that if Output Shortall Price"' 0, then Output
15
Shortall Price = 0, and except that if Output
Shortall Prce ~ Weighted Average CEPP, then
Output Shortall Price = Weighted Average CEPP
Weighted Average CEPP = the weighted average On-Peak and Off-Peak
Conformg Energy Purchase Prices for the month
of Output Shortall
If an Output Shortall occurs in any given month, Seller may owe PacifiCorp liqudated
daages. Each Par agrees and acknowledges that (a) the daages that PacifiCorp would
incur due to the Facilty's failure to achieve the Guaanteed Availabilty would be diffcult or
impossible to predict with certinty, and (b) the liquidated damages contemplated in ths
Section 4.5 are a fair and reasonable calculation of such damages.
4.6 Audit Rights. In addition to data provided under Sections 9.3 and 9.4,
PacifiCorp shall have the right, but not the obligation, to audit the Facilty's compliance with
its Guaranteed Availabilty using any reasonable methods. Seller agrees to retain al
performance related data for the Facility for a minimum of thee year, and to cooperate with
PacifiCorp in the event PacifiCorp decides to audit such data.
SECTION S: PURCHASE PRICES
5.1 Energy Purchase Price. Except as provided in Section 5.3, PacifiCorp will pay
Seller Conformng Energy or Non-Conforming Energy Purchase Prices for Net Output
adjusted for the month and On-Peak Hour or Off-Peak Hour and the wind integration cost
using the following formulae, in accordace with Commission Order Nos. 30423, 31025, and
31021:
Conforming Energy Purchase Price = (ARe * MPM) - WIC
Non;.Conformig Energy Purchase Price = (ARnce * MPM) - WIC
Where:
AR
ARce =
Conforming Energy anual rate from Table 1, below, for the yea
of the Net Output.
the lower of.
85% of the Conforming Energy anual rate from Table 1
below, for the year of Net Output
=
or
MPM =
85% of average of the daily Index Prce for each day of the
month, or porton of month, of Net Output.
monthly On-Peak or Off-Peak multiplier from Table 2, below, that
corresponds to the month of the Net Output and whether the Net
Output ocured durg On-Peak Hour or Off-Peak Hour.
16
WIC =$6.501M, the wind integrtion cost prescribed in Commission
Order No. 31021.
Example calculations are provided in Exhbit G.
Table 1: Conforming Energy Annual Rates (from Commssion Order No. 31025)*
Conforming Energy
Annual Rate (ARe)
Year $/MWh
2011 60.24
2012 63.97
2013 67.51
2014 71.32
2015 75.40
2016 77.76
2017 80.07
2018 82.58
2019 85.05
2020 87.61 _
2021 90.63
2022 93.78
2023 97.05
2024 100.44
2025 103.98
2026 106.98
2027 1l0.07
2028 113.26
2029 116.56
2030 119.95
2031 124.51
Table 2: Monthly On-PeakOff-Peak Multipliers (from Commission Order No. 30423)
Month On-Peak Off-Peak
Hours Hours
Januar 103%94%
February 105%97%
March 95%80%
April 95%76%
May 92%63%
June 94%65%
July 121%92%
Augut 121%106%
Seotember 109%99%
.. If Seller has electe levelized pricing for Net Output, additional securty requiements in
Section 11.2 apply.
17
October 115%105%
November 110%96%
December 129%120%
5.2 Payment. For each Billng Period in each Contract Year, PacifiCorp shall pay
Seller as follows:
For delivery of Conforming Energy:
Payment = (CEnergyon_Peak * CEPPriceon_Peak 1 1000) +
(CEnergyoff-Peak * CEPPriceoff_Pea 1 1000)
For delivery ofNon-Confonning Energy:
Payment = (NCEnergyon-Peak * NCEPPriceon-Peak 1 1000) +
(NCEnergyoff-Pea * NCEPPriceoff_Peak 1 1000)
Where:
CEnergy =
CEPPrice =
NCEnergy =
NCEPPrice =
On-Peak =
Off-Peak =
Conforming Energy in kWh
Conforming Energy Puchase Price in $/M
Non-Conforming Energy in kWh
Non-Conforming Energy Purchase Prce in $/M
the correspondig value for On-Peak Hour
the correspondig value for Off-Peak Hour
5.3 Inadvertent Energy. PacifiCorp may accept Inadvertent Energy at its sole
discretion, but will not purchase or pay for Invertent Energy.
SECTION 6: OPERATION AND CONTROL
6.1 As-Built Sunplement. Upon completion of any constrction affectig the
Facilty, Seller shall provide PacifiCorp an As-built Supplement bearng the stap of a
Licensed Prfessional Engineer that accurately depicts the Facilty as built. The As-built
Supplement must be reviewed and approved by PacifiCorp, which approval shall not
unasonably be witheld, conditioned or delayed.
6.2 Seller shall operate and maitain the Facilty in a safe maner in accordace
with the Generation Interconnection Agreement, Prudent Electrcal Practices and in
accrdace with the requiements of al applicable federal, state and local laws and the
National Electrc Safety Code as such laws and code may be amended from tie to tie.
PacfiCorp sha have no obligation to purchase Net Output from the Facilty to the extent the
inteonnecon between the Facilty and PacifiCorp's electrc syste is diconnected,
susended or interpted, in whole or in par purt to the Genertion Interconnection
Agrement, or to the extent generation cuilment is required as a result of Seller's non-
compliance with the Genertion Intercnnection Agreement. PacifiCorp shall have the right
to Int the Facilty to conf that Seller is operatig the Facilty in accordace with the
18
provisions of this Section 6 upon reasonable notice to Seller. Seller is solely responsible for
the operation and maintenance of the Facilty. PacifiCorp shall not, by reason of its decision
to inspect or not to inspect the Facilty, or by any action or inaction taken with respect to any
such inspection, assume or be held reponsible. for any liabilty or occurence arsing from
the operation and maintenace by Seller of the Facilty. .
6.3 Curilment. PacifiCorp shll not be obligated to purchase, receive, pay for, or
pay any damages associated with, Net Output (or associated Production Tax Credits or
Environmental Attbutes) if such Net Output (or associated Production Tax Credits or
Environmental Attbutes) is not deliverd to the System or Point of Delivery due to any of
the following: (a) the interconnection between the Facilty and the System is disconnected,
suspended or interrpted, in whole or in par, consistent with the terms of the Generation
Interconnection Agreement, (b) the Trasmission Provider or Network Servce Provider
directs a general curailment, reduction, or redispatch of generation in the area (which would
include the Net Output) for any reason, even if such curailment or redispatch directive is
cared out by PacifiCorp, which may fulfill such diective by actig in its sole discretion; or
if PacifiCorp curails or otherwse reduces the Net Output in order to meet its obligations to
the Transmission Provider or Network Servce Provider to operate within System limitations,
(c) the Facilty's Output is not received because the Facilty is not fully integrated or
synchronied with the System, or (d) an event of Force Majeure prevents either Par from
delivering or receiving Net Output. Seller shall reasonably determine the MW amount of
Net Output curailed pursuant to this Section 6.3 after the fact based on the amount of energy
that could have been generated at the Facilty and delivered to PacifiCorp as Net Output but
that was not generated and delivered because of the curlment. Seller shall determne the
quantity of such curiled energy based on (x) the time and duration of the curailment period
and (y) wind conditions recorded at the Facilty durng the period of curilment and the
power cure specified by the manufactur for the Wind Turbines as shown in Exhibit A.
Seller shall promptly provide PacifiCorp with access to such information and data as
PacifiCorp may reasonably require to confrm to its reasonable satisfaction the amount of
energy that was not generated or delivered because of a curilment described in this Section
6.3.
6.4 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp, acting in its
merchant capacity fuction as purchaser under this Agreement, has no responsibility for or
control over PacifiCorp Tranmission or any successor Trasmission Provider.
6.5 Outages.
6.5.1 Planed Outages. Except as otherwise provided herein, Seller shall
not schedule Planed Outae durg any porton of the months of November, December,
Januar, Februar, June, July, and Augut, except to the extent a Planed Outage is
reasonably requied to enable a vendor to satisfy a gutee requirement in a situation in
which the vendor is not otherse able to pedorm the guartee work at a time other than
durg one of the months specified above. Seller shall, in Exhibit D, provide PacifiCorp
with an anual forecast of tota Facilty curilment (MW) due to Plaed Outages for
each hour of each scheduling week (Monday-Sunday) of the Contract Year at least one
(1) month, but no more that thee (3) months, before the fist day of that Contraèt Year,
19
and shall promptly update such schedule, or otherwise change it, only to the extent that
Seller is reasonably required to change it in order to comply with Prudent Electrcal
Practices. Seller shall notify PacifiCorp of any deviation to the anual Planed Outage
schedule, above, on the Monday preceding the scheduling week in which the sooner of
the followig wil occur: (a) the outage as predicted in the Planed Outage schedule; or
(b) the outage per Seller's revised plans. Such notice shall consist of a Monday-Sunday,
hourly spreadsheet showing the revised total Facilty curailment (M for that
scheduling week. Seller shall not schedule any maintenance of Interconnection Facilties
durng such months, without the prior wrtten approval of PacifiCorp, which approval
may be witheld by PacifiCorp in its sole discretion.
6.5.2 Maintenance Outages. If Seller reasonably determes that it is
necessar to schedule a Maintenance Outage, Seller shall notify PacifiCorp of the
proposed Maintenance Outage as soon as practicable but in any event at least five (5)
days before the outage begins (or such shorter period to which PacifiCorp may
reasonably consent in light of then existing wid conditions). Upon such notice, the
Paries shall plan the Maintenance Outage to mutually accommodate the reasonable
requiements of Seller and the servce obligations of PacifiCorp. Seller shall tae all
reasonable measures and use best efforts consistent with Prudent Electrcal Practices to
not schedule any Maintenance Outage durg the followig periods: (June 15 though
June 30, July, August, and September 1 though September 15). Seller shall include in
such notice of a proposed Maintenance Outage the expected sta date and tie of the
outage, the amount of generation capacity of the Facilty that wil not be available, and
the expected completion date and time of the outage. Seller may provide notices under
ths Section 6.5.2 orally. Seller shall confirm any such oral notification in wrting as soon
as practicable. PacifiCorp shall promptly respond to such notice and may request
reasonable modifications in the schedule for the outage. Seller shall use all reasonable
effort to comply with PacifiCorp's request to modify the schedule for a Maintenance
Outae if such modification has no substatial impact on Seller. Seller shal notify
PacifiCorp of any subsequent changes in generation capacity of the Facilty durng such
Maintenace Outage and any changes in the Maintenance Outage completion date and
tie. Seller shall tae all reasonable measures and exercise its best effort consistent with
Prudent Electrcal Practices to min the frequency and duration of Maintenace
Outages.
6.5.3 Forced Outages. Seller shal promptly provide to PacifiCorp an oral
reprt via telephone to a number specifed by PacifiCorp, of any Forced Outage of the
Facilty. Such report shall include the amount of generation capacity of the Facilty that
will not be available because of the Forced Outage and the expected retu date and time
of such genertion capacity. Seller shall promptly update the report as necessar to
advise PacifiCorp of changed circustces. If the Forced Outage resulted in more th
15% of the Facilty Capacity Ratig of the Facility being unvailable, Seller shal conf
the ora report in wrtig as soon as practcable. Seller shall tae all reasonable meases
and exercise its best effort consistet with Prudent Eleccal Practices to avoid Forced
Oues and to minimi their durtion.
20
6.5.4 Notice of Deratigs and Outaes. Without limtig other notice
requirements, Seller shall notify PacifiCorp, via telephone to a number specified by
PacifiCorp, of any limitation, restrction, deratig or outage known to Seller that affects
the generation capacity of the Facilty in an amount grater than five percent (5%) of the
Facilty Capacity Rating for the followig day. Seller shall promptly update such notice
to reflect any material changes to the inormation in such notice.
6.5.5 Effect of Outages on Estimated Output. Seller shall facor Planed
Outages and Maintenance Outages that Seller reasonably expects to encounter in the
ordinar coure of operating the Facilty into the Scheduled Monthly Energy Delivery
amounts in the Energy Delivery Schedule set fort in Exhibit D.
6.6 Scheduling.
6.6.1 Daily Scheduling. (not applicable)
6.6.2 Cooperation and Stadads. With respect to any and all scheduling
requirements in this Agreement, (a) Seller shall cooperte with PacifiCorp with respect to
schedulig N etOutput, and (b) each Par shall designate authorized representatives to
communicate with regard to scheduling and related matters arising hereunder.
6.6.3 Schedule Coordition. If, as a resut of this Agreement, PacifiCorp
is deemed by an RTO to be fiancially responsible for Seller's performance under the
Generation Interconnection Agreement due to Seller's lack of stading as a "scheduling
coordinator" or other RTO recogned designtion, qualification or otherwse, then (a)
Seller shall acquire such RTO recognized stadig (or shall contract with a third par
who has such RTO recognized stading) such that PacifiCorp is no longer responsible for
Seller's pedormance under the Generation Interconnecton Agreement, and (b) Seller
shall defend, indemnify and hold PacifiCorp haress againt any liabilty arsing due to
Seller's pedormance or failure to pedorm under the Generation Interconnection
Agrement or RTO requirement.
6.7 Deliveiy Exceeding the Maxum GIA Deliveiy Rate. Seller shall not deliver
energy from the Facilty to the Point of Deliver at a rate that exceeds the Maximum GIA
Delivery Rate. Seller's failure to limit such deliveries to the Maximum GIA Delivery Rate
shall be a breach of a material obligation subject to Section 12.1.8.
6.8 Access Rights. Upon reasonable prior notice and subject to the prudent safety
requirements of Seller, and Requirements of Law relatig to workplace health and safety,
Seller shall provide PacifiCorp and its authoried agents, employees and inspectors
("PacifiCorp Representatives") with reasonable access to the Facilty: (a) for the purose of
readig or testing metering equipment, (b) as necessar to witness any acceptace tests, (c)
for puroses of implementig Section 4.6, and (d) for other reasonable puroses at the
reasonable request of PacifCorp. PacifiCorp shall release Seller against and from any and
all any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at tral and on appeal resulting from actions or omissions by any of the PacifiCorp
21
Representatives in connection with their access to the Facilty, except to the extent that such
damages are caused or by the intentional or grossly negligent act or omission of Seller.
SECTION 7: MOTIVE FORCE
Prior to the execution of ths Agreement, Seller provided to PacifiCorp Wind Leases and a
motive force plan including an hourly wind profie acceptable to PacifiCorp in its reasonable
discretion and attched hereto as Exhibit F-l, together with a certfication from a Licensed
Professional Engieer to PacifiCorp attached hereto as Exhibit F-2, certfying that the
implementation of the fuel or motive force plan can reasonably be expected to provide fuel or
motive force to the Facilty for the duration of this Agreement adequate to generate power
and energy in quantities necessary to deliver the Average Anual Net Output.
SECTION 8: GENERATION FORECASTING COSTS
8.1 Forecast Service Election. PacifiCorp may, in its discretion, add forecastig
services for Seller's Facilty to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contract and vendor may change durg the ter of this
Agreement.
8.2 Seller's Forecast-Cost Share. Puuat to Commission Order No. 30497,
Seller shall be responsible for 50% of PacifCorp's cost of addig such forecastig servces
("Seller's Forecast-Cost Share") up to Seller's Capped Forecast-Cost Share.
8.3 Cap on Seller's Forecast-Cost Share. Seller's Forecast-Cost Share for a given
Contract Year is capped at 0.1 % of total payments made by PacifCorp to Seller for Net
Output durg the previous Contract Year ("Seller's Capped Forecast-Cost Share"). If the
last Contrct Year of this Agreement is shorter than a full calenda year, the cap wil be
prorated for that shortened year. For the years) prior to the second Contract Year of this
agreement that equas a full calendar year, Seller's Forecast-Cost Share is capped at 0.1% of
estite payments for Net Output based on the Energy Delivery Schedule.
8.4 Payient. Seller shall pay to PacifiCorp Seller's Forecast-Cost Shae uncapped
by Section 8.3 for each Contrct Year in equal payments for each month of such year except
the last month of such year. (For example, in a Contrt Year equaing a ful calenda year,
Seller would pay l/llth of Seller's Forecast-Cost Share durg each of the first 11 months.)
In the last month of each Contrct Year, PacifiCorp shall refud to Seller the amount paid by
Seller under this Section in excess, if any, of Seller's Capped Forecast-Cost Shar. For a
Contrt Yea encompassed by just one calendar month, Seller's payment to PacifiCorp and
PacifiCorp's refud to Seller shall be calculated and paid simultaeously. To the extent
practicable, payments and refuds under ths Section shall be included in monthly payments
and invoices under Section 10.
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SECTION 9: METERING; REPORTS AND RECORDS
9.1 Metering Adjustment. Metering will be performed at the location and in the
maner specified in Exhibit B and the Generator Interconnection Agreement. All quantities
of energy purchased hereunder shal be adjusted to account for electrcal losses, if any,
between the point of meterig and the Point of Delivery, . so that the purchased amount
reflects the net amount of power flowig into the System at the Point of Delivery. i The loss
adjustment shall be a reducton of 2% of the kWh energy production recorded on the Facilty
output meter until actually measured and calibrated at the meter by PacífiCorp Tranmission
and documented in a signed letter to Seller from PacifiCorp's QF Contrcts Administrator.
9.2 Meterig Errors. If any inspections or tests made pursuant to the Generator
Interconnection Agreement discloses an error exceeding two percent (2%), either fast or
slow, proper correction, based upon the inaccuracy found, shall be made of previous readigs
for the actual period durng which the metering equipment rendered inccurate measurements
if that period can be ascertained. If the actul period canot be ascertained, the proper
correction shall be made to the measurements taen durg the time the meterg equipment
was in service since last tested, but not exceedg the Biling Periods, in the amount the
metering equipment shall have been shown to be in error by such test. Any correction in
bilings or payments resulting from a correction in the meter records shall be made in the
next monthly biling or payment rendered.
9.3 Telemetering. In accordance with the Generation Interconnection Agreement,
Seller shall provide telemetering equipment and facilties capable of trsmittng to
Transmission Provider (who wil share it wit PacifiCorp as authorized by Exhibit H, "Seller
Authorization to Release Generation Data to PacifiCorp") the following inormation
concernng the Facility on a real-tie basis, and wil operate such equipment when requested
by PacifiCorp to indicate:
(a) instantaeous MW output at the Point of Delivery;
(b) Net Output;
(c) the Facilty's total intantaneous generation capacity; and
(d) wind velocity at tubine hub height.
Seller shall also transmit to PacifiCorp any other data from the Facilty that Seller receives on
a. real-time basis, including meteorological data, wind speed data, wind direction data and
gross output data. Seller shall provide such real-tie data to PacifiCorp in the same detail
that Seller receives the data (e.g., if Seller receives the data in four second intervals,
PacifiCorp shall also receive the data in four second intervals). PacifiCorp shall have the
right from tie to tie to require Seller to provide additional telemetering equipment and
facilties to the extent necessar and reasonable.
i If station servce is supplied via separte facilties, PacifiCorp will deduct station service from
the metered facilty output to calculate Net Output.
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9.4 Monthly Reports and Logs and Other Information.
9.4.1 Reports. Within thir (30) calenda days after the end of each
Billng Perod, Seller shall provide to PacifiCorp a report in electronic format, which
report shall include (a) summaries of the Facilty's wid and output data for the Biling
Period in intervals not to exceed one hour (or such shorter period as is reasonably
possible with commercially available technology), including information from the
Facilty's computer monitorig system; (b) summares of any other signficant events
related to the constrction or operation of the Facilty for the Biling Period; (c) detas of
Availabilty of the Facilty for the Biling Period suffcient to calculate Availabilty and
including hourly average wind velocity measued at tubine hub height and ambient ai
temperatue; and (d) any supportng information that PacifiCorp may from tie to time
reasonably request (includig historical wind data for the Facilty).
9.4.2 Electronic Fault Log. Seller shall maintai an electonic fault log of
operations of the Facilty durng each hour ofthe term of this Agreement commencing on
the Commercial Operation Date. Seller shall provide PacifCorp with a copy òf the
electronic fault log withi thir (30) calendar days after the end of the Biling Period to
which the fault log applies.
9.4.3 Upon the request of PacifiCorp, Seller shall provide PacifiCorp the
manufactuers' gudelines and recommendations for maintenance of the Facility
equipment.
9.4.4 By each Januar 10 following the Commercial Operation Date,
Seller shall provide to PacifiCorp wrtten certification that Seller has completed all the
manufactuers' gudelines and recommendations for maintenance of the Facilty
equipment applicable to the previous calenda year.
9.4.5 At any time frm the Effective Date, one (1) year's advance notice
of the termintion or expiration of any agreement, includig Wind Leases, pursuant to
which the Facilty or any equipment relatig thereto is upon the Facility site; provided
tht the foregoing does not authorize any early ternation of any land lease.
9.4.6 As soon as it is known to Seller, Seller shll disclose to PacifiCorp,
the extent of any materal violation of any envionmental laws or regulations arsing out
of the constrcton or operation of the Facilty, or the presence of Envionmenta
Contaation at the Facilty or on the Premises, alleged to exist by any Governenta
Authority havig jursdiction over the Premies, or the present existence of, or the
occuce durg Seller's occupancy of the Premises of, any enforcement, legal, or
reguatory action or proceedng relatig to such alleged violation or aleged presence of
Envionmental Contanation presently occug or havig occured durng the period
of time that Seller has occupied the Premies.
9.5 Maintenace of Meteg Eqyjment. To the extent not otherwse provided in
the Genertor Interconnection Agrement, PacifiCorp shall inspect, test, repair and replace
the meteg equipment periodically, or at the request of Seller if Seller has reaon to believe
24
meterig may be off and requests an inspecton in wrtig. To the extent not otherwse
provided in the Genertor Interconnection Agreement, al PacifiCorp's costs relating to
designng, intalling, maintaing, and repaig meterig equipment installed to
accommodate Seller's Facilty shall be borne by Seller.
SECTION 10: BILLINGS, COMPUTATIONS AND PAYMENTS
10.1 Payment for Net Output. On or before the thirteth (30t) day following the
end of each Biling Perod, PacifiCorp shall send to Seller payment for Seller's deliveries of
Net Output to PacifiCorp, together with computations supportng such payment. PacifiCorp
may offset any such payment to reflect amounts owing from Seller to PacifiCorp pursuant to
ths Agreement, the Generation Interconnection Agrement, or any other agreement between
the p3res related to this Agrement, the Generation Interconnection Agreement, or the
Facility. Any such offsets shall be separtely itemid on the statement accompanying each
payment to Seller.
10.2 Corrections. PacifiCorp shall have up to thir-six (36) months to adjust any
payment made pursuant to Section 10.1. In the event PacifiCorp determines it has overpaid
Seller (for Inadvertnt Energy, calibration error, or otherwise), PacifiCorp may adjust
Seller's futue payment accordingly in order to correct the error in a reasonable time.
10.3 Anual Invoicing for Output Shortall. Th calendar days after the end of
each Contract Year, PacifiCorp shall deliver to Seller an invoice showing PacifiCorp's
computation of Output ShortalL, if any, for all Biling Periods in the prior Contract Year and
Output Shortall Damages, if any. In prearg such invoices, PacifiCorp shall utilize the
meter data provided to PacifiCorp for the Contract Year in question, but may also rely on
historical averages and such other information as may be available to PacifiCorp at the time
of invoice preparation if the meter data for such Contract Year is then incomplete or
otherwise not available. To the extent required, PacifiCorp shall prepare any such invoice as
promptly as practicable following its receipt of actual results for the relevant Contrct Year.
Seller shall pay to PacifiCorp, by wire trfer of immediately available fuds to an account
specified in wrting by PacifiCorp or by any other means agreed to by the Pares in wrting
from tie to tie, the amount set fort as due in such invoice, and shall within 120 days after
receiving the invoice raise any objections regarding any disputed porton of the invoice.
Objections not made by Seller withn the l20-day period shall be deemed waived.
10.4 Interest on Overdue Amounts. Any amounts owing after the due date thereof
shall bear interest at the Prie Rate plus two percent (2%) from the date due until paid;
provided, however, that the interest rate shall at no time exceed the maximum rate allowed by
applicable law.
10.5 Disputed Amounts. If either Par, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Par shall notify the other Par of the
specific basis for the dispute and, if the invoice shows an amount due, shal pay that porton
of the statement that is undisputed, on or before the due date. Except with respect to invoices
provided under Section 10.2, any such notice shall be provided with two (2) years of the
date of the invoice in which the error first occurd. If any amount disputed by such Par is
25
determined to be due to the other Par, or if the Pares resolve the payment dispute, the
amount due shall be paid within five (5) days after such determnation or resolution, along
with interest in accordance with Section 10.4.
SECTION 11: SECURITY
11.1 Delay Securty:
11.1.1 Duty to Post Securty. By the date provided in Section 2.2.2, Seller
shall post a Letter of Credit, cash or a parental guaranty, each in a form acceptable to
PacifiCorp, in the amount of $544,500, as calculated pursuant to Section 11.1.2 ("Delay
Security"). To the extent PacifiCorp receives payment from the Delay Securty, Seller
shall, within fifteen (15) calendar days, restore the Default Securty as if no such
deduction had occured.
11.1.2 Calculation of Delay Securty. The dollar value of Delay Secuty
specified in Section 11.1.1 shall equal twenty-five dollars ($25) multiplied by the
Maximum Facilty Delivery Rate with the Maximum Facility Delivery Rate being
measured in kW.
1 i. i.3 Right to Draw on Securty. PacifiCorp shall have the right to draw
on the Delay Securty to collect Delay Liquidated Damages. Commencing on or about
first of each month, PacifiCorp will invoice Seller for Delay Liquidated Damages
incured, if any, durg the preceding month. If insufcient Delay Securty is available,
Seller shall pay PacifiCorp for invoiced Delay Liquidated Damages no later than five
business days aftr receiving such invoice. The Paries will make bilings and payments
for Delay Liquidated Damages in accordace with Section i o.
1 i . i.4 Paral Release of Delay Securty. Provided that Seller has
maintaed Delay Securty in accordace with Section 11.1.1, PacifiCorp shall release
one-four of the original amount of Delay Security stated in Section 11.1.1 each tie
Seller accomplishes a milestone (a), (b), or (c), below:
( a) Seller has executed the Generation Interconnection Agreement
with Trasmission Provider;
(b) Seller has poured the concrete foundation at each of its planed
individual wid tubine locations;
(c) Seller ha received wrtten approval from the Tranmission
Provider to inteonnect the Facilty at the Maximum Facilty
Delivery Rate.
PacifiCorp shall make the paral refud of Delay Securty required above withn ten
business days of the date Seller provides PacifiCorp wrttn notice (along with
satifactory docentation therf) tht it ha accomplished milestone (a), (b), or (c).
26
11.1.5 Full Release of Delay Securty. Unless PacifiCorp disputes whether
Seller has paid all Delay Liquidated Damages, PacifiCorp shall release all remaining
Delay Securty upon the earlier of the 30th calenda day following commencement of
Commercial Operation or the 60th calenda day following PacifiCorp's termination of
this Agreement.
11.1.6 Default. Seller's failure to post and maintain Delay Security in
accordace with Section 11.1 will constitute an event of default, uness cured in
accordace with Section 12.1.1 of this Agreement.
11.2 Default Securty (Lelied Prcing Only). If Seller has adopted levelized
pricing for Net Output, Seller will provide securty to PacifiCorp puruant to Commission
Order Nos. 21690, 21800, 29482, 29587 and related orders ("Default Security") as set fort
in Addendum __(this sub-Section 11.2 not applicable).
SECTION 12: DEFAULTS AND REMEDIES
12.1 The following events shal constitute defaults under this Agreement:
12.1.1 Non-Payment. A Par's failure to make a payment when due under
this Agreement or post and maintain securty in conformance with the requirements of
Section 11 or maintain insurce In conformance with the requirements of Section 14 of
this Agreement, if the failure is not curd within ten (10) business days after the non-
defaulting Par gives the defaultig Par a notice of the default.
12.1.2 Breach of Representation. Breach by a Par of a representation or
waranty set fort in this Agreement, if such failure or breach is not cured within thir
(30) days following wrtten notice.
12.1.3 Default on Other Agreements. Seller's failure to cure any default
under the Generation Interconnection Agrement or any other agreement between the
pares related to this Agreement, the Generation Interconnection Agreement, or the
Facilty within the time allowed for a cure under such agreement or instrent.
12.1.4 Insolvency. A Part (a) makes an assignent for the benefit of its
creditors; (b) fies a petition or otherwse commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any bankptcy or similar law
for the protection of creditors, or has such a petition filed against it and such petition is
not withdrawn or dismissed within sixty (60) days after such filing; (c) becomes
insolvent; or (d) is unable to pay its debts when due.
12.1.5 Material Adverse Change. A Material Adverse Change has occured
with respect to Seller and Seller fails to provide such performance assurances as are
reasonably requested by PacifiCorp, within fifteen (15) days from the date of such
request.
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12.1.6 Sale to Thrd-Par. Seller's sale of Net Output to an entity other
than PacifCorp, as prohibited by Section 4.2.
12.1.7 Non-Deliveiy. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy for thee consecutive calendar months.
12.1.8 A Par otherwise fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set fort in Section 2.2) imposed
upon that Par by this Agreement if the failure is not cued within thir (30) days after
the non-defaultig Par gives the defaulting Par notice of the default; provided,
however, that, upon wrtten notice from the defaulting Par, this thir (30) day perod
shall be extended by an additional ninety (90) days if (a) the failure canot reasonably be
cured within the thirt (30) day period despite dilgent effort, (b) the default is capable
of being cured within the additional ninety. (90) day period, and (c) the defaultig Par
commences the cure within the original thir (30) day period and is at all times thereafter
diligently and continuously proceeding to cure the failure.
12.2 In the event of any default hereunder, the non-defaulting Par must notify the
defaulting Par in wrting of the circumstaces indicatig the default and outlining the
requirements to cure the default. If the default has not been cured withn the prescribed time,
above, the non-defaulting Par may terinte this Agreement at its sole discretion by
delivering wrtten notice to the other Par and may pursue any and all legal or equitable
remedies provided by law or pursuant to this Agreement. The rights provided in this Section
12 are cumulative such that the exercise of one or more rights shall not constitute a waiver of
any other rights.
12.3 In the event this Agreement is terminated because of Seller's default and Seller
wishes to again sell Net Output from the facilty using the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so
subject to the term of ths Agreement, includig but not limited to the purchae prices as set
fort in (Section 5), until the Expiration Date (as set fort in Section 2.1). At such tie
Seller and PacifiCorp agree to execute a wrtten document ratifyg the term of this
Agrement.
12.4 If this Agrement is terminate as a result of Seller's default, in addition to and
not in limitation of any other right or remedy under ths Agreement or applicable law
(includg any right to set-off, counterclai, or otherwse withold payment), Seller shall
pay PacifiCorp Output Shortall Damges for a period of twelve (12) months from the date of
termtion plus the estimated admnistrative cost to acquire the replacement power. The
Pares agre that the daages PacifiCorp would incur due to terination resultig from
Seller's default would be diffcult or impossible to predict with certy, and that the
dages in this Section 12.4 are an appropriate approxiation of such damages.
12.5 Recoupment of Dames.
(a) Default Secty Avaable. If Seller ha posted Default Securty,
PacifiCorp may drw upon that securty to satisfy any dages, above.
28
(b) Default Securty Unavailable. If Seller has not posted Default Securty, or
if PacifiCorp has exhus the Default Securty, PacifiCorp may collect
any remaig amount owig by paraly witholdig futue payments to
Seller over a reasonale perod of time. PacifiCorp and Seller shall work
together in good faith to establish the period, and monthly amounts, of
such witholdig so as to avoid Seller's default on its commercial or
finacing agreements necessar for its contiued operation of the Facilty.
12.6 Upon an event of default or terination event resulting from default under this
Agrement, in addition to and not in litation of any other nght or remedy under this
Agreement or applicable law (includig any right to set-off, counterclaim, or otherwse
withold payment), the non-defaultig Par may at its option set-off, agait any amounts
owed to the defaultig Par, any amounts owed by the defaultig Par under any contract(s)
or agreement(s) between the Pares. The obligations of the Pares shall be deemed satisfied
and discharged to the extent of any such set-off. The non-defaulting Par shall give the
defaulting Par wntten notice of any set-off, but failure to give such notice shall not affect
the validity of the set-off.
12.7 Amounts owed by Seller pursuant to this Secton 12 shall be due within five
(5) business days after any invoice from PacifiCorp for the same.
SECTION 13: INDEMNIFICATION; LIABILITY
13.1 Indemnities.
13.1.1 Indemnty by Seller. Seller shall release, indemnfy and hold
harless PacifiCorp, its dictors, offcers, agents, and representatives against and from
any and all loss, fmes, penalties, claim, acons or suits, including costs and attorney's
fees, both at tral and on appeal, resulting 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) arsing from this Agreement, includig without
limtation 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 PacifiCorp, Seller or other, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of PacifCorp, its directors,
offcers, employees, agents or representatives.
13.1.2 Indemnity by PacifiCorp. PacifiCorp shall release, indemnify and
hold haress Seller, its directors, offcers, agents, lenders and representatives against
and from any and all loss, fies, penalties, claims, actions or suits, including costs and
attorney's fees, both at tral and on appeal, resutig from, or arsing out of or in any way
connecte with the energy delivered by Seller under ths Agreement after the Point of
Delivery, 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 damage to, or destrction or
economic loss of propert, excepting only such loss, claim, action or sut as may be
29
caused solely by the fault or gross negligence of Seller, its directors, offcers, employees,
agents, lenders or representatives.
13.2 No Dedication. Nothing in ths Agreement shall be constred to create any
duty to, any standad of care with reference to, or any liabilty to any person not a Par to
this Agreement. No undertg by one Par to the other under any provision of this
Agreement shall constitute the dedication of that Par's system or any portion thereof to the
other Par or to the public, nor affect the statu of PacifiCorp as an independent public
utility corporation or Seller as an independent individual or entity.
13.3 No Waranty. Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confrmation by
PacifiCorp and PacifiCorp makes no waranties, expressed or implied, regarding any aspect
of Seller's design, speciñcations, equipment or facilties, includig, but not limited to, safety,
durabilty, reliability, strengt, capacity, adequacy or economic feasibilty.
13.4 CONSEQUENIAL DAMGES. EXCEPT TO THE EXTE SUCH
DAMGES AR INCLUDED IN.THE LIQUIATED DAMGES, DELAY DAMAGES,
OR OTHER SPECIFIED MEASUR OF DAMAGES EXPRESSLY PROVIDED FOR IN
TilS AGREEMENT, NEITHER PARTY SHALL BE LIALE TO TH OTHER PARTY
FOR SPECIAL, PUNTIVE, INDIRCT, EXELARY OR CONSEQUENTI
DAMGES, WHTHER SUCH DAMGES AR ALLOWED OR PROVIED BY
CONTCT, TORT (ICLUDING NEGLIGENCE), STRCT LIABILIT, STATUTE OR
OTHERWISE.
SECTION 14: INSURANCE
14.1 Cerificates. Prior to connection of the Facilty to the System, Seller shall
secure and contiuously carr insurce in compliance with the requirements of this Section.
Seller shall provide PacifiCorp inurance certficate(s) (of "ACORD Form" or the
equivalent) certfyng 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 PacifiCorp, a copy of each insurce
policy, certfied as a tre copy by an authoried representative of the issuig insuce
company, shal be fuished to PacifiCorp.
14.2 Requied Policies and Coverages. Without limiting any liabilties or any other
obligations of Seller under ths Agreement, Seller shall secure and contiuously ca with an
inurce company or companies rated not lower th "A-:VI" by the A.M. Inurce
Report the inurance coverage specified below:
14.2.1 Commercial Gener Liabilty inurance, to include contractual
liabilty, with a minimum single limit of $1,000,000 per occurnce to protect agaist and
from all loss by reason of injur to persons or daage to propert based upon and arsing
out of the activity under ths Agreement.
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14.2.2 All Risk Proper insurance providig coverage in an amount at least
equal to 80% of the replacement value of the Facilty agait "all risks" of physical loss
or damage, including coverage for ear movement, flood, and boiler and machinery.
The Propert policy may conta separte sub-limits and deductibles subject to insurce
company underwiting gudelines. The Risk Policy wil be maintaied in accordance
with terms available in the insurce maket for similar facilties.
14.3 The Commercial General Liabilty policy required herein shall include (i)
provisions or endorsements namg PacifiCorp, its Board of Directors, Offcers and
employees as additiona inurds, and (ii) cross liabilty coverage so that the insurce
applies separately to each insued agait whom claim is made or suit is brought, even in
instances where one insured claims against or sues another insured.
14.4 All liabilty policies requird by this Agreement shall include provisions that
such insurance is primar insurance with respect to the interests of PacifiCorp and that any
other insurce maintained by PacifiCorp is excess and not contrbutory insurance with the
inurance required hereunder, and provisions that such policies shall not be canceled or their
limits ofliabilty reduced without (i) te (10) business days prior written notice to PacifiCorp
if canceled for nonpayment of premium, or (ii) th (30) business days prior written notice
to PacifiCorp if canceled for any other reason.
14.5 Commercial General Liability inurance coverge provided on a "claims-
made" basis shall be maintained by Seller for a minimum period of five (5) years afer the
completion of this Agreement and for such other length of time necessar to cover liabilties
arising out of the activities under this Agreement.
SECTION 15: . FORCE MAJEURE
15.1 As used in th Agrment, "Foree Majeure" or "an event of Force
Majeure" mean any cause beyond the reasonable control of the Seller or of PacifiCorp
which, despite the exercise of due diligence, such Part 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 strfe, stres, and other labor distubances, earquakes, fires,
lightnng, epidemics, sabotage, restraint by cour order or other delay or failure in the
performce as a result of any action or inaction on behalf of a public authority or other
Governental Authority which is in each case (i) beyond the reasonable control of such
Par, (ii) by the exercise of reasonable foresight such Par could not reasonably have been
expected to avoid and (ii) by the exercise of due dilgence, such Part shall be unable to
prevent or overcome. Force Majeure, however, specifically excludes the cost or availabilty
of fuel or motive force to operate the Facilty or changes in market conditions that affect the
price of energy or tranmission. If either Par is rendered wholly or in par unable to
perform its obligation under this Agreement because of an event of Force Majeure, both
Pares shall be excused from whatever performance is afected by the event of Force
Majeure, provided that:
15.1.1 the non-performing Par, shall, within two (2) weeks aftr the
occurence of the Force Majeure, give the other Par wrtten notice describing the
31
parcular of the occurence, including the star date of the Force Majeure, the cause of
Force Majeure, whether the Facilty remains parally operational and the expected end
date of the Force Majeure;
15.1.2 the suspension of performance shall be of no greater scope and of no
longer duration than is required by the Force Majeure;
15.1.3
to perform; and
the non-performing Par uses its best effort to remedy its inabilty
15.1.4 the non-performing Par shall provide prompt wrttn notice to the
other Par at the end of the Force Majeure event detailng the end date, cause there of,
daage caused there by and any repair that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
15.2 No obligations of either Par which arose before the Force Majeure causing
the suspension of performance shall be excused as a result of the Force Majeue.
15.3 Neither Par shall be required to settle any strke, walkout, lockout or other
labor dispute on terms which, in the sole judgment of the Par involved in the dispute, ar
contrry to the Par's best interests.
SECTION 16: SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be constred to create an association, trst,
parership or joint ventue or to impose a trst or parership duty, obligation or liabilty
between the Pares. If Seller includes two or more pares, each such par shall be jointly
and severally liable for Seller's obligations under this Agreement
SECTION 17: CHOICE OF LAW
This Agreement shall be interpreted and enorced in accordace with the laws of the state of
Idao, excluding any choice of law rules which may diect the application of the laws of
another jursdiction.
SECTION 18: PARTIAL INVALIDITY
It is not the intention of the Pares to violate any laws governing the subject matter of ths
Agrement If any of the terms of the Agreeent are filly held or determed to be invald,
ilegal or void as being contr to any applicable law or public policy, all other terms of the
Agrement shall remai in effect. If any tes are filly held or determed to be invald,
ilega or void, the Pares shall enter into negotiations concerng the terms afected by such
decision for the purose of achieving conformity with requirents of any applicable law
and the intent of the Pares to ths Agrement.
32
SECTION 19: WAIVER
Any waiver at any time by either Par of its nghts with respect to a default under this
Agreement or with respect to any other mattrs arsing in connection with ths Agreement
must be in wrtig, and such waiver shall not be deemed a waiver with respect to any
subsequent default or other matter.
SECTION 20: GOVERNMENTAL JURISDICTION AND
AUTHORIZATIONS
PacifiCorp's compliance with the terms of this Agreement is conditioned on Seller's
submission to PacifiCorp prior to the Commercial Operation Date and Seller's maitenance
thereafter of copies of all local, state and federal licenses, permts and other approvals as then
may be required by law for the constrction, operation and maintenance of the Facility.
SECTION 21: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be bindig upon and inure to
the benefit of the respective successors and assigns of the Paries hereto, except that no
assignent hereof by either Par shall become effective without the wrtten consent of both
Paries being fit obtained. Such consent shall not be unasonably witheld, conditioned,
or delayed. Notwithstandig the foregoing, either Par may assign this Agreement without
the other Par's consent to a lender as par of a fmancing tranaction. Furher
notwithtanding the foregoing, any entity with which PacifiCorp may consolidate, or into
which it may merge, or to which it may conveyor tranfer substatially all of its electrc
utility assets, shall automaticaly, without fuer act, and without need of consent or
approval by the Seller, succeed to all of PacifiCorp's rights, obligations, and interests under
this Agreement. This arcle shall not prevent a fiancing entity with recorded or secured
rights from exercising all rights and remedies available to it under law or contrct.
PacifiCorp shall have the right to be notified by the fiancing entity that it is exercising such
rights or remedies.
SECTION 22: ENTIRE AGREEMENT
22.1 This Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether ora or in wrting, regarding PacifiCorp's
purchase of Net Output from the Facilty. No modification of ths Agreement shall be
effective uness it is in wrtig and signed by both Pares.
22.2 By executig this Agreement, each Par releases the other from any
claims, known or unown that may have arsen pnor to the execution date of this
Agreement with respect to the Facilty and any predecessor facility proposed to have been
constrcted on the site of the Facilty.
33
SECTION 23: NOTICES
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 cerfied or registered mail and retu receipt requested.
Notices PacifCorp Seller
All Notices PacifiCorp Power County Wind Park South
825 NE Mu1tnomah Street Portland,Att: Roald Doske1and
OR 97232 Windland Inc.
Att: Contract Administration,7669 W. Riverside DriveSuite 600
Phone: (503) 813 - 5380 Suite 102
Facsimile: (503) 813 - 6291 Boise, Idao 83714Duns: 00-790-9013
Federal Tax il Number: 93-0246090 Phone: [phone]
Fax: [phone]
All Invoices:Att: Back Offce, Suite 700 Same as above
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Schedulig:Att: Resource Plang, Suite 600 Same as above
Phone: (503) 813 - 6090
Facsimile: (503) 813 - 6265
Payments:Att: Back Offce, Suite 700 Same as above
Phone: [phone]
Facsimile: (503) 813 - 5580
Wire Transfer:Ban One N.A.To be provide in a separate letter
To be provided in separte lettr from
PacifiCorp to Seller
Credt and Att: Credit Maager, Suite 700 Same as above
Collections:Phone: (503) 813 - 5684
Facsimile: [phone]
With Additional Att: PacifiCorp Gener Counel Same as above
Notices of an Phone: [phone]
Event of Default Facsimile: [phone]
or Potential
Event of Default
to:
34
The Pares may change the person to whom such notices are addressed, or their addresses,
by providing wrtten notices thereof in accordace with this Section.
IN WITNSS WHREOF, the Pares hereto have caused ths Agreement to be executed in
their respective names as of the date fit above wrttn.
By:
Title: Director, Short Term Origiation
and QF Contracts
35
Seller
. President, Windland Inc.
Manager, Power County Wind Park
South ,LLC
EXHIBIT A RECE D
DESCRIPTION OF SELLER'S F ACILITYl0i84UG 25 AM 8= 13
iDAHO I:U"d l'
Seller's Facilty consists of twelve (12) wind turbine generator(s) manuH¿lMM%r~MM¡ŠM~
specifically, each generator at the Facility is described as:
Type (synchronous or inductive): Inductive lJ~- tD ~ oS-
Model:
Number of Phases:
Rated Output (kW):
Vestas VI00, 1.8 MW
3
1,815
Rated Output (kV A):
Rated Voltage (line to line):
Rated Current (A): Stator: _ A; Rotor: A
Maximum kW Output: 1,815 kW Maximum kVA Output:
Minimum kW Output: 0 kW
Manufacturer's Guaranteed Cut-in Wind Speed:
Manufacturer's Guaranteed Cut-out Wind Speed:
Facilty Capacity Rating: 21,780 kW
Maximum Facilty Delivery Rate: 21,780 kW at
Maximum GIA Delivery Rate: tbd kW (specify whether rate is instantaneous or hour-averaged)
Describe (1) any differences between the maximum output of the generator(s) and their
Nameplate Capacity Rating(s) and (2) any differences between the Facility Capacity Rating, the
Maximum Facility Delivery Rate, and the Maximum OIA Delivery Rate:
2000(f0.9 inductive
kVA
3 m/s
20 m/s
Station servce requirements, and other loads served by the Facilty, if any, are described
as follows: Station Service is estimated to be 220kW, line losses and transformer losses are
estimated to be 1,100 kW.
Location of the Facilty: The Facility is located in Power County, Idaho. The location is more
paricularly descrbed as follows:
South: T8S, R32E, Sections 19, 20, 29 & 30
Power factor requirements: tbd in OIA
Attch documentation of the power curve for the generator (see below)
A -1
lWind"I
r;peedl
!
L
r-r-IAir density kg"!'I-l---i I . iI ¡ . ¡---T---.i="ï-"r--t--- ¡i
1:.--t--+-----¡i ---.-l--._.'._'-+~--'._~:i
. (m/s) 1.225' 0.95 I 0.975 ¡ 1 1.02 1.05 L075 Ll L12 L15 1.175 1.2! 1.25.. 1.275 i
I 0 a 0 a a 0 0 0 0 0 0 0 0 a a1.-.
I 1 a 0 0 a 0 0 0 0 0 0 0 0 0 0r-0 0 0 0 0 0 0 0 0 0 0 0 0 0¡ ~
! 3 13 9 9 9 10 10 11 11 11 12 12 13 14 15
C.~_.112 80 83 86 89 92 95 98 101 104 106 109 115 118
i 5 260 198 203 209 215 220 226 232 237 243 248 254 265 271i--
i 6 462 356 365 375 385 395 40 414 424 433 443 453 472 481
t:.!736 563 579 595 611 626 642 658 673 689 705 720 751 767
¡ 8 1108 856 879 902 925 948 971 994 1017 1040 1063 1086 1131 1153
I 9 1524 1212 1243 1273 1304 1335 1363 1392 1421 1449 1474 1499 1547 1570¡-..-
L.10 1766 1566 1591 1616 1641 1666 1682 1699 1716 1733 1744 1755 1n3 1780
~_11 1811 1764 1m 1n9 1786 1794 1797 180 1803 1807 1808 1809 1812 1813
I 12 1815 1808 1810 1811 1812 1814 1814 1814 1815 1815 1815 1815 1815 1815¡-_.........
¡ 13 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
r"ii-1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
~15 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815t...._.....i 16 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815i
r."i¡1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
l~.-1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815
¡19 1815 1815 1815 1815 1815 181 1815 1815 1815 1815 1815 1815 1815 1815¡
I 20 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815 1815~--
r 21 0 0 0 0 0 0 0 0 0 0 0 0 0 0
¡22 0 0 0 0 0 0 0 a 0 a 0 a 0 a
i 23 0 a 0 0 0 a a a 0 0 0 0 0 0i-
I 24 0 0 0 0 0 a 0 0 0 0 0 0 0 0
C"~~a 0 0 0 0 0 0 0 0 0 0 0 0 0
A-2
EXHBITB
POINT OF DELIVRY 1 PARTIES' INTERCONNCTION FACILITIES
1. The Point of Delivery will be the high-side of Seller's 34.5/230kV trsformer
interconnecting between strctues 53 and 55 on the Brady- Treasureton 230kV
tranmission line. Point of Metering for PCWP South is above the disconnect switch for
Collector circuit feeder #2.
2. Single line drawing of Facilty is attched. There are no tranmission facilties on Seller's
side of the Point of Delivery.
B-1
:;-~:;r
ii ~~ l'.tUfJ'T
:iJF
2~
tll~I'=--~t-t-
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1lfØ iIII 1 i ff"=6.t
ii
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'f
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3l~FE 1 llØl 1U11_£1-1
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EXHmlTC
REQUID FACILITY DOCUMNTS
Qualifyng Facility Number from FERC: South - QF 10-350-000
The following Documents are required to complete ths project:
Generation Interconnection Agreement
Turbine commissioning certcations from the tuine manufactuer
Easements:
1. Memorandum of Lease, Kopp et aI, instrent # 195132
2. Memorandum of Lease, Deeg et aI, instrent #185679
3. Memorandum of Lease Amendment, Deeg et aI, intrent # 195134
4. Memorandum of Lease, Isaak et aI, instrent # 185678
5. Memoradum of Lease Amendment, Isaak et aI, instrent # 195136
6. Memorandum of Lease, Meadows et aI, instrent # 194226
7. Memorandum of Leae Amendment, Meadows et aI, instrent # 195131
Perits (if required by the followig agencies):
· Special Use Permt from Power County Planng and Zonig
· Power County Highway Distrct Access Permit
· Southeast Distrct Health Deparent Septic Permit
· Idao Division of Buildig Safety Electcal Permit
· Idaho Traporttion Deparent, Division of Aeronautics, FAA Form 7460
· Idao Tranorttion Deparent, Overlegalload Permt
. Idao Deparent of Environmental Quality, Dredge and Fil Permt
· FAA Form 7460-1 and 7460-2 for each tubine
· US Ary Corp of Engiee, Section 404 Clea Water Act
· US Envionmental Protection Agency, Constrction Generl Permt/otice of Intent
Agreeent between Power County Wind Park Nort and Power County Wind Park South
grtig Power County Wind Park Nort rights to use interconnection facilties owned by Power
County Wind Park South to deliver Net Output
C - 1
EXHITD
ENERGY DELIVRY SCHEDULE
I Power co'unty Wind Park South, LLC --Ir----- ¡--""----tScheduled Monthly ~_____"__J
Energy Delivery AvgkW/mo ¡
Januarv 6,221,422 8,362
February 5,743,522 8,547
March 6,215,694 8,354
Aoril 5,326,692 7,398
Mav 4,710,890 6,332
June 4,539,524 6,305
July 3,445,526 4,631
August 3,321,630 4,465
Seotember 4,113,788 5,714
October 4,744,687 6,377
November 5,620,495 7,806
December 6,519,863 8,763
¡Total l.0,523,73~__..6,909
D-l
,..
EXHIBITE
START -UP TESTIG
Required factory testig includes such checks and tests necessar to determine that the
equipment systems and subsystems have been properly manufactued and intalled,. fuction
properly, and are in a condition to permit safe and effcient sta-up of the Facility, which may
include but are not limited to:
1. Test of mechaical and electrcal equipment;
2. Calibration of all monitorig instrents;
3. Operatig tests of all valves, operators, motor staers and motor;
4. Alars, signals, and fail-safe or system shutdown control tests;
5. Point-to-point contiuity tests;
6. Bench tests of protective devices; and
7. Tests required by manufactuer( s) and designer(s) of equipment.
Required star-up tests are those checks and tests necessar to determe that all featues
and equipment, systems, and subsystems have been properly installed and adjusted, fuction
properly, and are capable of operating simultaeously in such condition that the Facilty is
capable of continuous delivery into PacifiCorp's electrical system, which may include but are
not limited to:
1. Turbine/generator mechancal ru and fuctionality;
2. System operation tests;
3. Brake tests;
4. Energization of trformers;
5. Synchronizing tests (manual and auto);
6. Excitation and voltage regulation operation tests;
7. Auto sto/star sequence;
8. Completion of any state and federal environmenta testing requiements; and
9. Tests requied by manufactuer(s) and designer(s) of equipment.
For wind projects only, the followig Wind Turbine Generator Installation Checklists are
required documents to be signed off by Manufactuer or Subcontract Category Commssioning
Personnel as par of the Commissioning and stap testig:
Turbine Intallation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Checklists includig: Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bar
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E-l
EXHITF-l
MOTI FORCE PLAN
WID SPEED DATA SUMARS & HOURY WID PROFILE
Windland has collected wid data at the sites of Power County Wind Park Nort and South since
2002. Data have been collected on multiple met mats and site anlyses have been performed by
Garad Hassan, WindLogics, 3 Tier, Ron Nierenburg and V-bar LLC. The attached l2x24 table
was based on an analysis of wind data collecte on site between Janua 2005 and December
2009. The basic analytcal method employed was Measure-Correlate-Predict (MCP). The site
observations were corrlated with data collected at the Pocatello airport to provide long term
wind speed adjustments. Monthly averages, diural variations and long term averages were used
to produce site frequency distrbutions including the 12x24 aray attached.
I, ---=c f --'¡----liix24produåÌoolkWhHor! ¡ -.- 1 ._1___-L_l _r-rTpowerCont~indP~SO~ l-¡.-: 1; i--rr- I ¡ ! i i ; I
ì'-IÑÏs,-~F-;b~;- A¡- MiW-t-i';~- t'j-;'-¡g"1S;t-'Öd' 'N;;r õe-¡1
roõ .... 8426 931 841 n42 663 6781 533 515 6745 7151 8481 9313
~_!_. 8740 8648 8703 785 6375 685 4915 4767 6689 6301 8371 9258
I 2 8925 8703 8759 7631 6560 6412 463 5026 636 6504 8112 8722
í3 9073 848 866 7336 6523 6190 44 4897 5950 6560 7410 8204
i 4 855 8241 857 734 6042 6005 4195 4231 5784 6449 7077 8260
I S 8888 9036 8888 7059 6098 6079 3474 3973 5691 6209 7206 8223i-": 6 8740 8796 8574 6689 5617 5562 3936 3751 5470 6412 7299 8703
t ..L. 8796 8796 8149 6412 5063 5118 3363 3696 468 5821 6966 8685
ì 8 8648 89 7890 624 480 S0 2716 3104 4195 5710 6855 8555
¡g' 853 89 756 6079 52 5118 304 2975 4158 5285 7170 8722
I 10 __ 877 8500 8278 694 5765 5248 3474 2975 3917 5045 7133 8906. 11 8241 8112 9036 72 6172 58 3418 3400 4010 5211 7225 8334
L 12 m4 8093 9091 7S 6393 6024 382 431 4509 5470 7354 8167¡ :1 7613 7853 8814 7798 64 6430 439 426 5285 6246 7317 7613
r 14 7336 7761 8537 7502 6726 6874 4934 5229 5580 6301 7354 8093
r-:i' 7428 7299 8648 7539 7077 7391 5617 5377 5895 6430' 7170 7890..
I 16 nos 7299 8463 7280 7003 7724 5303 5673 5728 6837 7391 85
(,-E_. 8204 7613 7909 7631 656 7040 5525 5063 5433 6781 8149 9331I :u 8075 834 7964 7798 6320 6652 5562 4749 6356 7262 8592 9368
1-:1 806 8592 7872 7798 661 5987 558 5155 6689 7539 8906 9221¡ 20 8297 9054 7798 7927 7114 676 609 5691 7114 7243 8814 9424
i 21 8518 9609 7816 785 7354 671 6005 619 7022 7206 9073 9701
! 22 8962 9516 8149 8241 6874 6818 5636 5691 6745 6634 912 9313..
L_ 23 8906 9609 7909 7983 6430 6615 5654 5322 7170 6449 8796 9756
Fl - 1
EXHffITF-2
ENGINER'S CERTIFICATION
(1) THAT THE WI DATA SUMARIS IN EXHIBIT F-l AR ACCURTE;
(Licensed Professional Engineer's certfication)
(2) THAT THE AVERAGE ANAL NET OUTPUT ESTIMATE IS 60,523,733 KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THS AGREEMENT BASED ON
TH MOTIV FORCE PLAN IN EXHffIT F-l;
(Licensed Professional Engieer's certfication)
(3) THAT THE FACILITY, UNER AVERAGE DESIGN CONDITIONS, LIKLY WILL
GENERATE NO MORE THAN 10 aM IN AN CALENDAR MONTH.
(Licensed Professional Engineer's certification)
F2-1
EXHBITF-2
ENGINEER'S CERTIFICATION - SOUTH ARY
(1) THAT THE WIND DATA SUMS IN EXHIT F-l AR ACCURATE;
(2) THAT THE AVERAGE ANNUAL NET OUTPUT ESTIMATE is 60,523,733 KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THS AGREEMENT BASED ON
THE MOTIVE FORCE PLAN IN EXHmIT F-l;
Q,/\6(to
(3) THAT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS, LIKELY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH.
F2 - 1
EXHmlTG
SAMLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the non-Ievelized purchase price durg an On-Peak Hour in May of 2011
equals $60.24/M (the 2011 anual rate for Conforming Energy) multiplied by 92% (0.92)
(the May On-Peak Hour multiplier) minus $6.50/MWh (the wind integrtion cost), which equals
$48.92/MWh.
Table 1: Sample calculations for non-Ievelized On-Peak Conforming Energy in 2011: Puchase
Price = (anual rate * monthy On-Peak multiplier) - wind integration cost.
Conforming
Energy Calculated Purchase
Annual Rate On-Peak Wind Price for 2011 On-
for 2011 Hour Integration Peak Conformig
Month (perMWh)Multiplier Cost Energ (per MW)
Januar $60.24 103%$6.50 $55.55
Februar $60.24 105%$6.50 $56.75
March $60.24 95%$6.50 $50.73
April $60.24 95%$6.50 $50.73
May $60.24 92%$6.50 $48.92
June $60.24 94%$6.50 $50.13
July $60.24 121%$6.50 $66.39
Augut $60.24 121%$6.50 $66.39
September $60.24 109%$6.50 $59.16
October $60.24 115%$6.50 $62.78
November $60.24 110%$6.50 $59.76
December $60.24 129%$6.50 $71.21
Table 2: Sample calculations for non-levelized Off-Peak Conformg Energy in 2011: Puchase
Price = (anua rate * monthy Off-Peak multiplier) - wid integrtion cost.
Conformin
Energy Calculated Purchase
Annual Rate OtT-Peak Wind Price for 2011 Off-
for 2011 Hour Integration Peak Conformig
Month (perMW)Multiplier Cost Energy (per MW)
Janua $60.24 94%$6.50 $50.13
Febru $60.24 97%$6.50 $51.93
Mah $60.24 80%$6.50 $41.69
0-1
Conforming
Energ Calculated Purchase
Annual Rate OtT.Peak Wind Price for 2011 OtT-
for 2011 Hour Integation Peak Conforming
Month (perMW)Multiplier Cost Energy (per MW)
April $60.24 76%$6.50 $39.28
May $60.24 63%$6.50 $31.45
June $60.24 65%$6.50 $32.66
July $60.24 92%$6.50 $48.92
August $60.24 106%$6.50 $57.35
September $60.24 99%$6.50 $53.14
October $60.24 105%$6.50 $56.75
November $60.24 96%$6.50 $51.33
December $60.24 120%$6.50 $65.79
G-2
EXHmITH
Seller Authorization to Release Generation Data to PacifiCorp
(Interconnection Customer Letterhead)
. Tranmission Servces
Att: Director, Tranmission Services
825 NE Multnomah, Suite 1600
Portland, OR 97232
RE: Power County Wind Park South LLC Interconnection Request
Dear Sir:
Power County Wind Park South LLC hereby voluntarly authories PacifiCorp's Tranmission
business unit to share Power County Wind Park South LLC's generator interconnection
information and generator meter data relating to Power County Wind Park South LLC
Qualifying Facilty located in the town of American Falls, Power County, Idao with Marketing
Affiliate employees of PacifiCorp Energy, includig, but not limited to those in the Commercial
and Trading group. Power County Wind Park South LLC acknowledges that PacifiCorp did not
provide it any preferences, either operational or rate-related, in exchange for ths volunta
consent.
Name
Title
Date
H- i
~dld
clean energy from wind
Transmission Services
Att: Director, Transmission Serices
825 NE Multnomah, Suite 1600
Portand, OR 97232
RE: Power County Wind Park South LLC Interconnection Request
Dear Sir:
Power County Wind Park South LLC hereby voluntarly authorizes PacifiCorp's Transmission
business unt to sha Power County Wind Park South LLC's generator interconnection
information and generator meter data relatig to Power County Wind Park South LLC
Quaifyng Facilty located near the town of Amercan Falls, Power County, Idaho with
Marketing Afliate employees of PacifCorp Energy, includig, but not limted to those in the
Commercial and Trading group. Power County Wind Park South LLC acknowledges that
PacifCorp did not provide it any preferences, either operationa or rate-related, in exchage for
this voluntar co nt.
President, Windland Inc, Manger, Power County Wind Park South, LLC
/"
K~ ((ó - rO
Date
WINDLAND INCORPORATED 208-377-7777 7669 W. RIVERSIDE DR SUITE 102 BOISE, IDAHO 83714 FAX [phone]
ADDENDUML
STATION LOAD, LOSSES, and NET OUTPUT
ALLOCATION ALGORITHM FOR THE
POWER COUNTY WIND PAR SOUTH, LLC PROJECT
This Addendum L is hereby made a par of, and clarfies cerai terms in, the Power
Purchase Agreement between Power County Wind Park South, LLC and PacifCorp
("Agreement") entered into the lfday of ~S\. 2010. Capitalized terms not
defmed herein shall have the meaning set fort in Agreement. Power County Wind
Park South, LLC ("Seller") and PacifiCorp are at ties referred to herein individually as
a "Par" or collectively as the "Pares".
Power County Wind Park Nort, LLC and Power County Wind Park South, LLC,
together, form a complex of separate, Idaho small wind Qualifyng Facilities ("Windland
Power County Projects") that share collector wires, a 34.5/230 kV substation, and
related equipment, which connect the Qualifying Facilties to the Point of Delivery
("Shared Interconnection Facilties").
PacifiCorp has agreed to buy (and Seller has agreed to sell), at the Point of Delivery,
Seller's total energy output net of: (1) Seller's station servce; (2) energy provided by
Seller to another Windland Power County Project for station service; (3) Seller's share of
the tranforation losses; and (4) Seller's share of the lie losses between Seller's
Facilty and the Point of Delivery (together Seller's "Station Auxiary Load and
Losses''). However, Seller and PacifiCorp agree that it is impossible to measure Seller's
Station Auxilar Load and Losses separte and apar from the Station Auxiliar Load
and Losses of the other Windland Power County Projects. Therefore, in order to
implement an objective, practicable, and equitable process by which PacifiCorp may
quantify energy delivered by Seller to the Point of Delivery (net of its Station Auxilar
Load and Losses), the Pares do agree as follows:
A. Bilng Formulae. PacifiCorp sha determine Seller's Net Output in kWh for
puroses of the Agreement using the method specified below.
1. Dermitions
NR = the naeplate rating ofWindland Power County Project i.
NRT = the su of al the nameplate ratigs ofWindld Power County Project (i =
1 to 2).
PALL¡ = the acculated purchaed energy from Utility Supplier(s), as determned at
the Point of Delivery, to supply the net tota station auxliar load and losses
for the Shared Interconnecton Facilties for Windland Power County
Projects i = 1 to 2 whenever such tota load and losses excee tota
generation output.
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P ALL¡ = the allocated share of P ALLT for Project i as determned by multiplying
P ALLT by NR¡ and dividig by NRT.
= for a given integration interal, the metered output energy of Windland
Power County Project i, as determined by PacifCorp's meter at the point
where Windland Power County Project i connects to . the Shared
Inteconnection Facilties. For any integration interval durng which any
energy is delivered to a Project frm the Shared Interconnection Facilities,
such delivered ener is accumulat in a separate meter register and does
not decrement the register used to measure accumulated OP¡. Therefore OP¡
is by definition always greater than or equal to zero~ and in the event the
meter records OP¡ less than zero, OP¡ shall be deemed to equal zero.
= the sum of all OP¡ (i = 1 to 2).
= for a given integration interval, the total energy delivered to the Point of
Delivery (230 KV Brady Treasureton transmission line). NOT shall be as
measured at PacifiCorp's mete near the Point of Delivery (kWh, in 10-
minute intervals), adjusted for any trformation losses between the meter
and the Point of Deliver. For any integrtion interal durng which any
energy is delivered to the Point of Delivery from PacifiCorp's system, such
delivered energy is accumulte ina separate meter. register of the
PacifiCorp meter and does not decrement the register used to measure
, accumulated Net Output energy. Therefore NOT is by definition always
greater than or equal to zero and in the event the meter records NOT less
than zero, NOT shall be deemed to equa zero.
= the net energy sold to . PacifiCorp by Windland Power County Project i
durng the integrtion interval. .
SALLT = the. total of all station auxilar load and losses for the Shared
Interconnection Facilties for Windland Power County Projects (i = 1 to 2)
when NOT is positive.
SALL¡ = the allocated share for Windland Power County Project i of SALLT.
Capitalied terms not defined in ths Addendum shall have the meaning set fort in the
Agreement.
2. Calculations
OP¡
OPT
NOT
NO¡
Calculations shall be reconciled and settled monthy. Calculations shall be based upon
raw data gathered from specified meters using a metering integration interval of 5, 10, or
15 minutes at PacifiCorp's election to match the meterig installation PacifiCorp
specified ("integration interval"). Calculations shall be rounded to the nearest
kilowattour in the fmal step.
raJ. When Total Generation Output ~= Station Auxiliary Load and Losses
When, for any integration interval, the total of all OP¡ Project output amounts of energy
among all Windland Power County Projects (OPT) s less than or equal to the total station
auxliar load and losses for the Shared Interconnection Facilties, the meters at the Point
of Deliver wil accumulate the Utility Suppliets delivery of purchased energy, P ALLr,
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to supply such net total load and losses in a meter register that is separate from that which
accumulates NOT and NOT shall equal zero or if negative, be deemed to equal zero. The
"Utility Supplier" shall be the utility providig retal electrc service at the Facilty
(Rocky Mountain Power). PacifiCorp shall have no obligation to serve any of the
Windland Power County Projects' retail electrc needs absent a separte written
agreement with PacifiCorp and then only with the perission of Seller's Utility Supplier.
None of the costs associated with provision of retail electrc service to Seller shall be
borne by PacifiCorp.
(b). When Total Generation Output ;: Statn Auxiüary Load and Losses
When, for any integration interval, the total generation of energy among all Windland
Power County Projects is greater than the total station auxilar load and losses for the
Shared Interconnection Facilties, the meters at the Point of Delivery will accumulate in a
separte register PacifiCorp's receipt of the total combined energy from all the Projects
(NOù The differencè between OPT and NÛT for that interval (SALLT) is allocated to
each Windland Power County Project in proporton to its generation output (OP¡) in the
same integration interval to determine NU¡ by the formulae:
Let SALLT = ( OPT - NOT) and
SALL¡ = (SALLT) * (OP¡ 1 OPT)
The Net Output energy sold by each Project i is then determed as:
NO¡ = (OP¡ - SALL¡) and substituting for SALL¡ ;
NOi = NOr * (OP¡ 1 OPT)
B. Limtation of PacifCorp Purchase Liabilty. PacifiCorp's total purhase
obligation to the Windland Power County Projects shall at no time exceed total energy
delivered by the Windland Power County Projects to the Point of Delivery. Therefore, in
the event the sum of the Net Output energy (calculated accordig to the precedig
formulae) for al the Windland Power County Project is greater than NOT, then
PacifiCorp shall reduce calculated Net Output energy from each Windland Power County
Project, pro rata each Windland Power County Project's shae of the OPT, such tht the
total energy purchased from all the Windland Power County Projects at the Point of
Delivery by PacifiCorp equas NOT.
C. PaciCorp Right to Offset. In the event PacifiCorp determes it has underpaid one
or more Windland Power County Projects (due to metering error or otherwe) and, as a
resut of underpaying one or more Windland Power County Projec, has overaid Seller,
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PacifiCorp may adjust Seller's futue payment(s) acordgly in order to recaptue any
overpayment received by Seller in a reasonable tie.
D. Condition Subsequent. Ths Addendum L was negotiated jointly among the
Windland Power County Projects and PacifiCorp and is intended by all of the Windland
Power County Projects and PacifiCorp to be one of two identical bilateral agreements,
each between PacifiCorp and an Windland Power County Project, but each related to the
other. Therefore, in the event one or more Windland Power County Projects does not
agree to be bound by the terms and conditions set forth in ths Addendum L, PacifiCorp
may, .upon thirt days written notice, cancel all Addendum L agreements. In the event
PacifiCorp canceis ths Addendum L in accordace with ths Section D, PacifiCorp may
satisfy its obligation to pay Seller by depositing when due, with an escrow. agent chosen
by the Windland Power County Projects, the total payment due to allWindland Power
County Projects under their respective Power Puchase Agreements, less offsets (if any)
calculate based upon NOT and the Contract Price.
AGREED TO BY:
Paci
President, Windland Inc.
Manager, Power County
Wind Park South, LLC
Title: . ector, Short Term Origination
and QF Contrcts
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