20120910Legal Brief.pdf

ORIGINAL
Mark C. Moench (ISB # 8946) F C
Daniel E. Solander (ISB # 893 1) .,, sr - i 14 Rocky Mountain Power
201 South Main Street, Suite 2300
Salt Lake City, Utah 84111 JTI. Sb1O
Telephone: [phone]
Fax: [phone]
[e-mail]
daniel.solanderpacificorp.com
Attorneys for Defendant
Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
XRG-DP-7, XRG-DP-8, XRG-DP-9, XRG-DP- Case No. PAC-E-10-08
10, LLCs, ROCKY MOUNTAIN POWER'S
Complainant, LEGAL BRIEF
V.
PACIFICORP, DBA ROCKY MOUNTAIN
POWER,
Defendant.
Pursuant to IDAPA Rule 31.01.01.057, and Idaho Public Utilities Commission
(the "Commission") Order No. 32600, PacifiCorp, dba Rocky Mountain Power (the
"Company" or "RIVIP"), respectfully submits its legal brief in support of its position that
XRG is not entitled to pre-March 16, 2010, published avoided cost rates.
I. PROCEDURAL BACKGROUND
XRG filed a formal complaint with the Idaho Public Utilities Commission
("Commission") on July 29, 2010. The Company timely answered. Both parties
completed two rounds of discovery, and the Company responded in part and objected in
part to XRG' s third round of production requests. On February 7, 2011, the Company
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 1
I
moved to stay further discovery and for summary judgment. XRG opposed summary
judgment and moved to continue discovery. The Commission heard oral argument. On
May 18, 2012, the Commission issued Order No. 32553, dismissing XRG's complaint
after finding:
an assertion that XRG intends to enter into a contract with Rocky
Mountain Power, without actions in furtherance of its intent, is not
sufficient to establish entitlement to pre-March 2010 published
avoided cost rates.'
U On June 8, 2012, XRG filed its petition for reconsideration. XRG argued that the
Commission's decision to dismiss the complaint was an error and that XRG needed an
additional opportunity to obtain and present evidence.2 XRG asserted that "[t]he
Commission erred by applying an arbitrary and unreasonable legal standard. ,3 XRG also
complained that the Commission has not ruled on its request for leave to amend its
complaint.4 The Company opposed XRG's petition on the grounds that the additional
evidence XRG sought was not relevant to the Commission's essential finding that XRG
failed to obligate itself to power purchase agreements (PPAs) prior to March 16, 2010.
The Company also argued that the Commission's determination on the merits without a
hearing was proper because it was based on a complete written record, the credibility of
which was not at issue.'
1 XRG-DP-7, XRG-DP-8, XRG-DP-9, XRG-DP-1O v. PacfICorp, dba Rocky Mountain Power, IPUC Case
No. PAC-E-10-08, Order No. 32553, 10 (2012).
2 XRG-DP-7, XRG-DP-8, XRG-DP-9, XRG-DP-10, LLC's Petition for Reconsideration of Commission
Order No. 32553, 17 (June 8, 2012) ("XRG's Petition").
3
4 1d at 19.
Rocky Mountain Power's Answer to XRG 's Petition for Reconsideration of Commission Order No. 32553,
IPUC Case No. PAC-E-10-08, 14 (June 18, 2012)("PacifiCorp's Answer Opposing Reconsideration").
XRG's Petition argued (on page 18) that credibility was at issue in Order No. 32553, citing to pages 9-10 of
the Order. Rocky Mountain Power responded, on pages 13-15 of PacifiCorp's Answer Opposing
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 2
I-
On July 26, 2012, the Commission issued Order No. 32600.6 The Commission
found that "in the interest of allowing XRG the information that it argues is necessary to
support its complaint, we now grant XRG's narrowed request to complete discovery."7
The Commission directed the Company to respond to specified questions in XRG's Third
Production Request by August 17, 2012. The Company provided XRG with timely
responses to those questions specified by the Commission. The Commission directed the
parties to file simultaneous legal briefs on September 7, 2012. The briefs are "a final
opportunity on reconsideration to assert a position regarding the merits of the underlying
XRG complaint, i.e., whether and to what extent XRG is entitled to pre-March 16, 2010,
published avoided cost rates."8
II. DISCUSSION
Nothing in XRG's Motion for Reconsideration, or the Commission's Order on
Reconsideration, Order No 32588, changes the basic conclusion of the Commission's
Order dismissing XRG's Complaint, Order No. 32553: based on the totality of the
evidence and arguments presented, XRG, as previously recognized by the Commission, is
not entitled to pre-March 16, 2010, published avoided cost rates.
Reconsideration, that the passage on pages 9-10 challenged by XRG constituted harmless error at worst,
and the Commission could clarify in its final order on reconsideration that this passage was not material to
its holding in Order No. 32553.
6 XRGDP.7 XRG-DP-8, XRG-DP-9, XRG-DP-10 V. PacjflCorp, dba Rocky Mountain Power, IPUC Case
No. PAC-E-10-08, Order No. 32600 (2012).
7 1d. at 1.
8 1d. at 2.
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 3
A. Motion for Summary Judgment and Reply to XRG's Answer
The Company will not recite again for the Commission all of the arguments
contained in its Answer and Affirmative Defenses (filed August 23, 2010), Motion for
Summary Judgment (filed February 7, 2011), Reply to XRG's Answer (filed March 9,
2011), and the Answer to XRG's Petition for Reconsideration (filed June 19, 2012);
however a short summary of the main arguments is recited below. The Company
incorporates by reference into this brief all of the above referenced documents.
As the Company noted in its Motion for Summary Judgment, a Qualifying
Facility ("QF") is not entitled to grandfathered rate treatment unless it has established a
legally enforceable obligation, entered into a power purchase contract prior to the rate
change, or filed a meritorious complaint for grandfathered rates before rates change-9
I According to Idaho case law, a meritorious complaint must demonstrate that a QF
"pursued a contract with diligence and competence, that it was substantially mature and
ready, willing and able to sign a contract and that "but for" the intransigence [the utility,
the QF] was otherwise entitled and would have had a power purchase contract prior to the
[date the rate changed]."°
As more fully discussed in the Company's Motion for Summary Judgment,
XRG's complaint is without merit for at least three reasons: (1) XRG failed to pursue a
contract with diligence and competence. XRG never responded to the draft PPA proposed
by the Company; (2) XRG's proposal was fatally immature because it did not have
transmission agreements or interconnection agreements necessary to deliver power to the
Company's system at Brady before the rate change, nor did it even have a viable plan for
A. W. Brown Co., Inc. v. Idaho PUC, 121 Idaho 812, 817 (1992).
° Island Power 1, 1994 Ida. PUC Lexis 59, 95
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 4
interconnecting and wheeling its output to Brady; and (3) XRG filed its complaint a full
four months after the rate change took effect, and XRG should be barred from filing a
complaint for grandfathered rates so long after a rate change.
Each of these arguments was accepted by the Commission in Order No. 32553, as
described below in Section B. Further, as described in Section C, none of the responses
to data requests provided to XRG by RMP on August 17, 2012, affect the Commission's
findings in Order No. 32553.
B. Order No. 32553.
Although the Commission did not grant RMP's Motion for Summary Judgment,
the Commission specifically found that, "based on the totality of the evidence and
arguments presented, XRG is not entitled to pre-March 16, 2010, published avoided cost
rates."11
Following a summary of the evidence presented, the Commission made a number
of specific findings regarding the evidence presented in the record:
First, the Commission found that there was ample evidence in the record to
support a Commission decision regarding the underlying, disputed matters alleged in
XRG's complaint. 12
Next, the Commission found no evidence that RMP was refusing to negotiate in
March 2009, and that XRG's assertion that RMP's conduct was responsible for the lapsed
BPA interconnection requests was without merit. 13
"Order No. 32553 at 2.
'2 1d at 7.
'3 1d
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 5
The Commission also found no evidence that "XRG ever returned the draft PPA
with modifications and/or edits -- much less three additional PPAs that XRG asserted it
would reproduce and submit for Rocky Mountain Power's review."14 Perhaps most
critically, the Commission specifically found no evidence that XRG took sufficient action
to obligate itself to deliver energy to RMP for any of the four projects contemplated.15
The Commissions also noted that, although a legally enforceable obligation can be
incurred prior to memorialization in a contract, under the circumstances and facts
presented, no terms of any PPA were ever negotiated or discussed. The Commission
specifically noted that "XRG failed to take sufficient action to create an obligation on its
part. 946
Finally, the Commission found RMP's position that transmission was constrained
was reasonable. 17 The record lacked sufficient evidence to show that RMP impeded
negotiations by failing to acknowledge the Populus to Terminal upgrades, and the
Commission specifically stated "[t]he parties had not yet begun active negotiations on the
project." 8
Each of the Commission's findings is consistent with argument put forth in the
Company's motion for summary judgment, that XRG failed to take sufficient action to
create a legally enforceable obligation. In addition, as discussed below, there is no new
evidence as a result of the additional production requests the Company responded to on
14 1d. at 9.
'5 1d.
'6 1d
17 Id.
'8 1d at 10.
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 6
August 17, 2012, that would change the Commission's findings, or require that the
Commission set aside its dismissal of XRG's Complaint.
C. Production Request Responses
The Company provided XRG with 12 additional production request responses, as
required by the Commission's Notice of Scheduling, Order No. 32600, issued July 26,
2012; Request Nos. 24, 25, 26, 27, 31, 32(b), (d), (e), 33(a), 34, 35, 40, 45 and 47. The
requests and responses are attached hereto as Exhibit A.
The response to Request No. 24 contains correspondences from James Carkulis to
Bruce Griswold wherein Mr. Carkulis agreed to move forward with only one PPA on
account of Rocky Mountain Power's concerns regarding transmission availability at
XRG's proposed points of delivery at Brady or Borah. 19
The response to Request No. 25 states that PacifiCorp does not have sufficient
information to ascertain XRG's "belief' relative to transmission availability. As shown
in the response to Request No. 24, XRG did not consistently request PPAs for all four
projects. In an e-mail communication dated April 1, 2009 from James Carkulis to Bruce
Griswold, XRG instructed PacifiCorp to move forward with only XRG-DP1O "until we
figure out the rest."
The response to Request No. 26 describes how the Company requested
information regarding transmission availability for Network Resource designation of the
XRG projects. As noted, PacifiCorp Merchant (Commercial and Trading/C&T) used
publicly available information from OASIS to determine available transmission capacity
for XRG QF requests at the proposed point of delivery. In this case, PacifiCorp
19 See April 1, 2009, email from Mr. Carkulis to W. Griswold.
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 7
Merchant did not contact or apply to PacifiCorp Transmission for Network Resource
designation because it did not have an executed PPA with XRG during the referenced
time period. The Company did not offer XRG PPAs contingent upon the availability of
transmission because XRG never expressed any interest in a contingent PPA. In fact,
XRG never returned any comments on the draft PPAs PacifiCorp had provided to XRG.
Thus, PacifiCorp had no direction from XRG on how it wanted to proceed.
The response to Request No. 27 explains that the revised determination of
transmission availability did not result from physical upgrades or physical changes to the
transmission system. The revised determination resulted from a modification to include
Path C as a Point of Service (for network reservations) on OASIS July 15, 2010, which
did not result from physical upgrades or physical changes to the transmission system.
The circumstance that changed was a modification made to include Path C as a Point of
Service (for Network reservations) on OASIS. The definition for "point of service" is a
point in a path for scheduling purposes only. Unlike a point of receipt or a point of
delivery, a transmission request cannot originate or end at a point of service. As was
explained in the Company's response to data request 21 (b), Idaho Power's decision to
split the postings for Borah and Brady resulted in the need to also separate the two
physical points on PacifiCorp's OASIS. Splitting the points, allowed the Company to
identify and post some additional firm scheduling flexibility for both paths
independently.
The response to Request No. 31 denies XRG's request for admission that RMP
did not offer the option to XRG to make the requested PPAs "contingent upon receiving
Network Resource status." As noted, all of the Company's QF purchases are Network
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 8
Resources. In addition, an email delivered to Mr. Carkulis on May 11, 2009, was
provided showing that the Company did not offer the option to make the requested PPAs
contingent upon receiving Network Resource status. The Company does not have a legal
duty to tell XRG how to configure its projects. If XRG had returned the draft PPAs with
a request for a contingent PPA, the Company would have acted on that request. XRG is a
sophisticated business entity; it has access to the PacifiCorp OATT and had the ability to
understand its rights under PURPA and the OATT. PacifiCorp did not have a duty to
provide legal advice to XRG regarding its rights under the OATT or PURPA and
PacifiCorp should not be held to such a standard in this proceeding. XRG never provided
comments on the draft PPA PacifiCorp had provided and this left PacifiCorp without
direction on how XRG wanted to proceed.
The response Request No. 32(b), (d), (e) explains that the Company owns the 250
MW Point-to-Point ("PTP") Brady import transmission to fulfill contractual obligations
with Arizona Public Service Company (APS) in the 1995 Restated Transmission
Agreement In this agreement, the Company granted APS 250 MW of firm transfer
rights from Brady to Four Corners/Glen Canyon Substations. The APS and PaciflCorp
contract executions done in 1995 were a combination of asset change, power exchange,
power sale, exchange of transmission rights, and transmission agreements. APS contract
execution in 1995 was before Open Access Transmission Tariff and, therefore, there was
no distinction between PTP and Network. With regard to PTP transmission reservations,
there is no restriction on the utilization as there is for Network transmission. The
Company also explained that the Company has used the import capability to fulfill the
APS obligations described earlier in this response. When not used by APS, the Company
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 9
will use the import capability to transfer Network Resources and non-Network Resources
into the Utah system.
The response to Request No. 33(a) admitted that the non-firm option was not
communicated to XRG. Since the XRG QF resources would be Network Resources, firm
transmission is required and the non-firm option was dismissed as a non-viable option.
PacifiCorp communicated on multiple occasions that firm transmission is a
require ment.2°
The Response to Request No. 34 explained that emails between Jim Portouw and
John Younie do not constitute studies; they contain summaries of evaluation and other
information deemed necessary to manage potential transmission alternatives and issues.
PacifiCorp's evaluation of the feasibility of XRG projects did not include separate
OASIS requests for Network Resource status because XRG failed to pursue negotiations
on the PPAs or provide comments on the draft PPA. As noted in the emails, there
remained a need to request Network Resource status, and the process for obtaining
Network Resources designation is described in the response to XRG Data Request 26.
The Company also explained that the primary information used in the response was
historical knowledge of transmission topology, business practices, existing transmission
reservations and APS contractual obligations. The existing topology, business practices
and transmission reservations were available on PacifiCorp OASIS. APS contractual
obligations would be embedded in FERC filed agreements. As explained in Data
Response 26; PacifiCorp Merchant does not request specific Network Resource
designation until a PPA with the resource is executed. PacifiCorp did not contact or
20 Please refer to the Company's response to XRG Data Request 24; specifically Attachment XRG 24.
I ROCKY MOUNTAIN POWER'S LEGAL BRIEF 10
apply to PacifiCorp Transmission for Network Resource designation because it did not
have an executed PPA with XRG during the referenced time period (and XRG had never
expressed an interest in pursuing other contract forms (e.g., contingent contract) that may
have been available).
The Company also stated Mr. Portouw does not recall any consultation with
PacifiCorp Transmission on the requests. The Company also explained that it did not
consider future transmission upgrades, and that evaluation of XRG resource at Brady was
based on dates in the Term section of the project summary stated in the emails.
The response to Request No 35, as previously explained in the response to
Request No 26, explained Company policy regarding the level of inquiry it will conduct
during QF contract negotiations to determine whether the Company will have adequate
transmission capacity to integrate a QF delivery to commence on a future date, and the
Company policy regarding system impact studies.
The response to Request No. 40 explained the basis on which Mr. Griswold
concluded that, "In order to accommodate your request to deliver the full 235 MW,
PacifiCorp merchant must request network upgrades from PacifiCorp Transmission, and
we understand that such upgrades likely would take four to five years to complete." The
response was based on PacifiCorp Merchant using publicly available information from
OASIS to determine available transmission capacity for XRG QF requests at the
proposed point of delivery. The response also explains that Mr. Griswold was not
denying a transmission service request by stating that capacity was unavailable because
transmission service requests for QF resource integration are the responsibility of the
merchant function accepting delivery from the resource, not C&T.
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 11
The response to Request No. 45 explains that IRP pricing was not provided for
the two proposed 78 MW XRG projects because, as explained in an email dated March
23, 2009, there was only 23MW of available transmission capacity at XRG's point of
delivery; therefore, there was only sufficient capacity to do one of XRG's published rate
QF requests. In providing this response, in no way was PacifiCorp implying it did not
have a PURPA purchase obligation. Instead the response reflected communications
between the Company and XRG. On April 1, 2009, Jim Carkulis asked PacifiCorp in an
email to proceed with one PPA. On September 18, he asked PacifiCorp to proceed with
all six projects. In reply, PacifiCorp requested a meeting to discuss the remaining five
projects; it also asked XRG to refresh its January 2009 project description and provide
comments on the draft PPA provided. A meeting between PacifiCorp Energy, PacifiCorp
Transmission, and XRG was held November 10, 2009. At that meeting, it appeared that
XRG's four projects that qualified for Idaho's published avoided cost (XRG-DP-7, XRG-
DP-8, XRG-DP-9, XRG-DP-10) might not require system upgrades if XRG moved back
its scheduled commercial online date. XRG did not express an interest in pursuing either
78 MW project, so PacifiCorp had no reason to provide pricing for the 78 MW projects.2'
PacifiCorp waited for XRG to return comments on its draft PPA or otherwise pursue
negotiations, but XRG did not contact PacifiCorp Merchant again until March 11, 2010,
21 The two 78-MW projects referred to in Request No. 45 are not a part of this complaint. In fact the
Company understands that XRG may have disaggregated and contracted to sell output from at least one of
the 78-MW projects, the Jack Ranch Wind Farm, to Idaho Power Company. See In the Matter of the
Complaint and Petition of Idaho Power Company for a Declaratory Order Regarding the Firm Energy
Sales Agreements and Generator Interconnection Agreements with Cottonwood Wind Park, LLC; Deep
Creek Wind Park, LLC, Rogerson Flats Wind Park, LLC; and Salmon Creek Wind Park, LLC, IPUC Case
No. IPC-E-12-20, Joint Motion for Approval ofSettlement (Aug. 14, 2012)(Similar to the Jack Ranch Wind
Farm that applied to Company, these four small wind projects are owned by Exergy, have a combined
capacity of 80 MW, are located near Rogerson, Idaho, and are referred to, collectively, as the "Jack Ranch"
projects).
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 12
when it told PacifiCorp Merchant in an email that it would send mark-ups on four PPAs,
but never did.
The response to Request No. 47 admits that Rocky Mountain Power requested
that the cost of the Populus to Terminal project be placed in rate base in PAC-E-10-07.
The response further explains that the Populus to Terminal project increased southbound
capability across Path C into Utah with the upgrades adding 650. MW of capacity
southbound, and that all the additional Path C capacity, including the incremental 650
I MW of capability is currently subscribed to network service requirements and is not
I available for firm purchase on PacifiCorp's OASIS. More important to XRG's complaint
the upgrades did not affect the availability of capacity from Brady or Borah to Path C
other than providing scheduling flexibility from Brady into Utah and from Borah into
Populus. Per PacifiCorp's OASIS website, at the time there was no available
transmission capacity from Brady into Utah or from Borah into Utah, but there was
posted capability from Borah to Populus.
D. Evidence in the Record Supports Commission's Prior Decision
Despite XRG's best efforts to use pejorative language in its Requests for
Production to imply wrongdoing on the part of RMP, the responses provide no additional
evidence that could lead the Commission to conclude that XRG established a legally
enforceable obligation, or that RIvIP failed to negotiate in March 2009, or otherwise was
responsible for XRG's failure to obtain transmission rights.
PacifiCorp doesn't know what XRG will argue in its brief, but nothing will
change the facts that have been established and recognized by the Commission in this
proceeding. PacifiCorp and XRG met in November 2009 and at that meeting PacifiCorp
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 13
thought the parties had identified a path for moving forward. However, XRG never
updated its application and failed to provide any comments to the draft PPA PacifiCorp
provided. Nor did XRG make any definite expression of its intent to bind itself to a
legally enforceable obligation at any time prior to March 16, 2010. Nor did XRG file its
complaint until more than four months after the rate change date. The facts of this case
all show, as previously concluded by the Commission, that XRG, failed to take those
actions necessary to establish a legally enforceable obligation prior to March 16, 2010 .22
The Company hereby respectfully reserves its rights to respond to arguments
made by XRG in its final brief in the event the Commission finds that it should withdraw
or modify its Final Order dismissing XRG's complaint. It would be prejudicial for the
Commission to grant XRG relief without allowing PacifiCorp the opportunity to respond
to XRG's arguments.
III. CONCLUSION
Because the responses to the data requests provided to XRG on August 17, 2012,
contain no evidence that would contradict the Commission's finding in Order No. 32553,
that, based on the totality of the evidence and arguments presented, XRG is not entitled to
22 The Company has already briefed extensively why XRG's actions prior to March 16, 2010 were
insufficient to create a legally enforceable obligation. All of the Company's arguments are fully consistent
with the Commission's most recent application of the legally enforceable obligation standard, in Order No.
3 263 5, issued September 7, 2012 in Grouse Creek Wind Park LLC and Grouse Creek Wind Park II, LLC V. Idaho Pub. Util. Comm., IPUC Case Nos. IPC-E-10-61 and IPC-E-10-62. In Order No. 32635, the
Commission found that the QF did not establish a legally enforceable obligation where, prior to the rate
change date: (1) the parties were still finalizing details of the PPAs; (2) QF failed to provide location
information needed by utility to verify compliance with the one-mile separation rule and provide a proper
legal description; (3) QF had not confirmed whether power would be delivered to the utility via BPA or
PacifiCorp transmission; and (4) QF had not provided a final scheduled commercial operation date. Order
No. 32636, pp. 15-16. If the Commission applies these same criteria to XRG, it is clear that XRG's
projects were much further away from creating a legally enforceable obligation prior March 16, 2010, than
were the Grouse Creek projects, prior to December 14, 2010.
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 14
pre-March 16, 2010, published avoided cost rates, the Commission should dismiss
XRG's Complaint with prejudice.
Dated this day of September 2012
Respectfully submitted,
MaroeAhIiJ6
Daniel E. Solander ISB# 8931
Rocky Mountain Power
Attorneys for Rocky Mountain Power
I
ROCKY MOUNTAIN POWER'S LEGAL BRIEF 15
CERTIFICATE OF SERVICE
I hereby certify that on this 7th day of September, 2012, a true copy of the
foregoing document was sent to the following:
Jean M. Jewell
Commission Secretary
Idaho Public Utilities Commission
472 W. Washington Street
Boise, Idaho 83702-5983
(hand delivery)
Peter J. Richardson
Richardson & O'Leary, PLLC
P0 Box 7218
Boise, Idaho 83707
(email and overnight delivery)
Gregory M. Adams
Richardson & O'Leary, PLLC
P0 Box 7218
Boise, Idaho 83707
(email and overnight delivery)
Daniel E. Solander
Senior Counsel
Exhibit A
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 24
XRG Data Request 24
Please identify and provide evidence of any correspondence from XRG to Rocky
Mountain Power wherein XRG agreed to forego PPA execution on account of
Rocky Mountain Power's concerns regarding transmission availability at XRG's
proposed points of delivery at Brady or Borah.
Response to XRG Data Request 24
Please refer to Attachment XRG 24.
Recordholder: Bruce Griswold
Sponsor: To Be Determined
Attachment XRG 24
Snow, Michael
From: Griswold, Bruce {Mkt Function}
Sent: Tuesday, April 13, 2010 2:59 PM
To: James Carkulis
Cc: Ken Kaufmann
Subject: FW: Exergy Development Group, LLC
Attachments: I 3Apr2Ol 0 ltr to P Richardson re Exergy PPAs.pdf; ATT00001 . .htm
James
Please see the attached letter in response to your letter dated March 12, 2010 regarding your QF projects.
Please call if you wish to discuss.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: Ken Kaufmann [mailto: kaufmannclklaw.com ]
Sent: Tuesday, April 13, 2010 11:53 AM
To: Peter Richardson; Greg Adams
Cc: Griswold, Bruce {Mkt Function}; Younie, John; Charles von Reis
Subject: Exergy Development Group, LLC
Peter,
Please call me if you have any questions.
Sincerely,
Ken
LOVINGER I KAUFMANN LIP
825 NE Multnomah • Suite 925 office [phone]
Portland, OR 97232-2150 fax [phone]
Ken Kaufmann
[e-mail]
April 13, 2010
Via U.& Mail and electronic mail
Mr. Peter Richardson
Richardson & O'Leary PLLC
P.O. Box 7218
Boise, ID 83707
Peterrichardsonandoleary.com
Re: Exergy's Inquiry Regarding Power Purchase Agreements
Dear Mr. Richardson:
On behalf of PacifiCorp Energy's merchant business unit (PacifiCorp Merchant, or
PacifiCôrp), I am writing you—PURPA legal counsel for Exergy Development Group, LLC
("Exergy")—concerning your March 12, 2010 letter, in which you requested a commitment
from PacifiCorp to buy output from four wind projects named XRG-DP7, XRG-DP8, XRG-
DP9, and XRG-DP 10 ("Projects DP7-DP 10") at the then-current avoided cost rates for small
(under 10 average megawatt) qualifying facilities (QFs). I understand the following regarding
Projects DP7-DP10: The planned facilities will be similar wind QFs with design capacities of
19.8 MWs. They will be located in Cassia County, interconnected to Idaho Power's system in
Idaho Power's service territory, and will deliver net output to PacifiCorpat its Borah or Brady
substation. They are scheduled to become commercially operational December 31, 2010. I
understand, further, that Exergy owns two more projects, Jack Ranch Wind Park and JR-1,
78.0 megawatts each, from which it also wishes to sell net output to PacifiCorp at either Borah
or Brady substation. Together, the six projects total 235 MW of new capacity.
To date there have been multiple communications between PacifiCorp and Exergy regarding
the above projects, starting with Exergy's request for four standard and two non-standard
power purchase agreements (PPAs) in January 2009. PacifiCorp agreed, in March 2009, to
offer Exergy one standard PPA; in April 2009, James Carkulis asked that PacifiCorp prepare a
PPA for Project DP-10; and PacifiCorp did so, in May 2009. PacifiCorp has not offered to
purchase net output from any remaining Exergy project because PacifiCorp lacks the ability to
accept more than approximately 23 MW of new capacity at either its Borah or Brady
substations and XRG has not offered to pay for system upgrades necessary to accept more
than 23 MW.
When, after being told of PacifiCorp's transmission system limitations, Exergy renewed its
request for additional PPAs, in September 2009, PacifiCorp responded, in an October 2, 2009
email to James Carkulis, with a substantive explanation of its position. That email explained
Mr Peter Richardson
April 13, 2010
Page
that PacifiCorp can only accept 20-25 megawatts of new generation at Borah or Brady; that
Exergy's net output required network upgrades to PacifiCorp's system, and that PacifiCorp
believes that it is not obligated to purchase Exergy's net output at prices (inclusive of any
required system upgrade paid for by PacifiCorp) that exceed PacifiCorp's administratively
determined Idaho avoided cost. PacifiCorp offered to continue discussing the remaining XRG
projects with Exergy by working with Exergy to identify and address potential fatal flaws.
To date, Exergy has not clearly indicated that it seeks more than a mere option to deliver net
output to PacifiCorp. Nor has it indicated that it would agree to pay for any system upgrades
on PacifiCorp's system necessary to move its net output to PacifiCorp's system load. Nor has
Exergy, to PacifiCorp's knowledge, obtained transmission service agreements with Idaho
Power for any of its projects to move the power to Borah or Brady. PacifiCorp presumes that
Exergy continues to look to multiple utilities for the best possible deal for its projects' output)
On November 10, 2009, PacifiCorp Merchant and Exergy participated in a telephone call, in
which a planned upgrade to its transmission system in the vicinity of Borah and Brady
substations, was discussed. However PacifiCorp disagrees with Mr. Carkulis's reliance on
that phone call to conclude that PacifiCorp Transmission will be able to accommodate all
Exergy projects after completion by PacifiCorp Transmission of the upgrade in mid-2011.
Before PaciflCorp Merchant will agree to purchase more than 20 MW of new capacity at
Borah or Brady, it must make a formal request to PacifiCorp Transmission and receive
confirmation from PacifiCorp Transmission that transmission is available. PacifiCorp
Transmission will charge PacifiCorp Merchant approximately $15,000 per project to perform
a system integration study. At that point, PacifiCorp Merchant will know when and if
sufficient capacity will be available at Borah or Brady to accept more than 20 MW of new
capacity. If capacity is available, PacifiCorp will buy whatever output Exergy wishes to sell.
If capacity is not available, PacifiCorp will still buy Exergy's output, provided that Exergy
pays for system upgrades necessary for PacifiCorp to move Exergy's power from Borah or
Brady to PaciflCorp's load.
On March 16, 2010, the PUC issued Order No. 31025, which contains new avoided cost rates
for PURPA contracts. Because the PUC made the new rates applicable to PURPA contracts
executed on or after March 15, 2010, the new rates would apply to any PPA between
PacifiCorp and Exergy for QFs under 10 average megawatts. This includes XRG-DP10, for
which Exergy received a draft PPA in May 2009 but has not yet sent responsive comment to
PaciflCorp. In order to move forward with the XRG-DP 10 PPA, PacifiCorp requests that
Exergy provide confirmation that the existing project information provided in early 2009 is
still valid. If it is still valid, please let PacifiCorp know as soon as possible and PaciflCorp
will prepare and send Exergy an updated PPA that conforms to PacifiCorp's current practice
(including a requirement that the QF post delay security). If the project configuration has been
updated, then please provide any updates to the project.
Exergy's self-certifications for its projects list Idaho Power only, or else Idaho Power, Avista, and
PacifiCorp (Rocky Mountain Power) as potential purchasers of Net Output.
Mr. Peter Richardson
April 13, 2010
Page 3
If, in light of the recent avoided cost rate revisions, Exergy still wishes to pursue PPAs for its
remaining projects, it will need to demonstrate its ability to deliver net output to PacifiCorp's
system via firm transmission. PaciflCorp recommends a meeting with Exergy to discuss: 1)
XRG's firm transmission arrangements for its six projects; and 2) a process for determining
whether new transmission capacity scheduled to be installed in mid-2011 will enable
PacifiCorp to purchase Exergy's power without additional system upgrades (and therefore pay
Exergy the standard avoided cost rates established by the Idaho PUC), or whether additional
system upgrades will be required, and if so, what will be the resulting cost to Exergy. I
understand that this proposal may not be the quick and final solution your client prefers;
however PaciflCorp remains willing to work through the challenges presented by Exergy's six
projects if Exergy is committed to working with PacifiCorp on a deal that does not require
PaciflCorp to purchase output at a price that exceeds its avoided cost.
PacifiCorp requests that all written communications from Exergy's attorney be copied to my
email address, above. If you, or any other attorney for Exergy, wish to talk with PaciflCorp
regarding this matter, please schedule an appointment in advance so that PaciflCorp may have
an attorney present. PacifiCorp continues to welcome direct communication between
Exergy's non-attorney representatives. PacifiCorp will hold off responding further to
Exergy's request until Exergy has clarified its intent regarding the matters raised in this letter.
Sincerely,
Ken Kaufmann
Attorney for PacifiCorp
cc (via e-mail):
James Carkulis, Exergy Development Group LLC
Greg Adams, Richardson & O'Leary
Bruce Griswold, PacifiCorp Energy
Jeff Erb, PacifiCorp Energy
Daniel Solander, Rocky Mountain Power
Snow, Michael
From: Griswold, Bruce {Mkt Function}
Sent: Friday, October 02, 2009 5:02 PM
To: James T. Carkulis
Subject: FW: Exergy QF PPA requests
Attachments: PURPA Contract Request - XRG-DPIO.pdf; 01Oct09 draft Idaho MAG Off-System PPA
CLEAN.doc
Importance: High
Dear James:
I have been in receipt of your September 18 email, in which you voiced your frustration at
receiving only one of six power purchase agreements (PPAs) you requested from PacifiCorp for
six planned wind projects you are developing, located outside of PacifiCorp's service
territory and delivered to our system at Brady substation I apologize for the delayed
response but in order to adequately address your concerns, I talked through the transmission
situation again with our transmission traders at PacifiCorp merchant and also discussed our
PURPA obligations with legal counsel.
As I explained previously, the point of delivery you propose (Brady substation) are remote
sites that interconnect with PacifiCorp's system where the Company's ability to assimilate
delivered power and move it elsewhere on our system is very limited. As I mentioned,
PacifiCorp estimates that the available transmission capacity in its current configuration at
Brady can only accept approximately 20 to 25 MW of new generation on a firm basis. In order
to accommodate your request to deliver the full 235 MW, PacifiCorp merchant must request
network upgrades from PacifiCorp Transmission, and we understand that such upgrades likely
would take four to five years to complete
In addition to the physical obstacles to accommodating your request, PacifiCorp believes that
it has the right to specify a point of delivery onto its system that is reasonable in terms
of its needs, and PacifiCorp reserves that right. See Water Power Co., Inc. v. PacifiCorp, 99
Or App 125, 781 P2d 860 (1989). If you think PacifiCorp's position is wrong, please explain
your position, and the basis therefore.
If PacifiCorp does have an obligation to accept output at Borah and Brady, PacifiCorp will
expect you to pay for all resulting interconnection costs including network upgrades (either
through an adjustment to avoided costs or through payment to PacifiCorp Transmission) such
that the ultimate cost to PacifiCorp s customers is not greater than the cost avoided by
PacifiCorp not constructing or purchasing an equivalent resource located on a non-constrained
portion of its system. See 18 C.F.R. §§ 292.101(b)(7)), 292.306(a). Again, if you disagree
with this principle I urge you to explain your position and basis therefore.
Your six proposed projects would wheel wind energy to a PacifiCorp point of receipt from
which we have very limited available transmission capacity to move the power to our network
load. These projects from both large and small qualifying facilities, raise several legal and
technical questions for which PacifiCorp currently is seeking answers. PacifiCorp has
indicated it can accept a single standard Idaho QF project at Brady and provided a draft PPA
on May 11, 2009 that incorporated all Idaho orders through that date. You have indicated
that you would pursue project XRG-DP-10, LIC for this PPA. I have attached the project specs
to ensure that is still the case. I have also attached our updated draft PPA with the off-
system addendum to reflect scheduled deliveries versus as generated deliveries. Please
provide comments on this draft for your XRG-DP-10, LIC project including any updated project
information. We have not provided draft PPA5 for the remaining five projects since it will
require substantial time and effort and, given the challenges identified above, PacifiCorp
does not want to undertake this effort if your projects have fatal flaws such as the
1
available transmission issue identified. It was my understanding from our previous
communications that you were agreeable to move forward on a single project and investigate
alternatives, if any, for the other five; however your September 18 email could be
interpreted as a demand for a draft PPA pursuant to PURPA.
I would be happy to meet with you and your team at a mutually convenient time to discuss your
remaining five projects and determine a plan for addressing each of those in a timely manner
should it be determined that you can deliver to an alternate point of delivery where
PacifiCorp can receive and deliver the power to its network load on a firm basis or overcome
the transmission capacity constraint at Brady. Let know if you would like to schedule a
conference call or meeting. Thanks.
Regards,
Bruce Griswold
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
2
RCUARDSOI' &&ILEA1Y i'uc
ATTORNEYS AT LA
Peter Richardson
Td: 208-938-7901 Fax: [phone]
peterrkhardsonandolcai-y.com
P.O. Box 7218 Boixt ID 83707 - 515 N. 27th St. Bwsc, ID 83702
January 21, 2009
Bruce Griswold
John Younie
825 NW Multnomah
Portland, Oregon 97232
Via overnight delivery
Re: PURPA Contract for XRO-DP-10, LLC
Dear Bruce and John:
I visited with you via e -mail communications a while back regarding a PURPA
agreement for the above reference company. Please consider this to be a follow up
request for an Idaho jurisdictional standard twenty year QF agreement with non-levelized
rates The project will be less than 30 average monthly MW and should therefore qualify
for the Idaho PUC s published rates
The first operation date is December 31, 2010
The project is located in Cassia County, Idaho. Estimated production data and a location
map is attached for your review. Also attached is a copy of the FERC Notice of Self
Certification for this project, which together with the map and production data should be
sufficient for you to provide my client with a power purchase agreement. Because the
project will be interconnect with BPA facilities and deliver to your Brady Substation in
Southern Idaho, there is no need for us to engage Rocky Mountain Power for an
interconnection agreement
Thank you for your prompt response and please give me a call if you have any questions
Sincerely
P X'0_~~ e Richardson
Xttorney for XRG-DP-10, LLC
Malta, XRG-DP10 (Newcomb West)
Vestas V90,1.8 WTG
Nameplate 198 MW
Month
2 3 4 5 6 7 8 9 10 11 12 Average
0 5,208 6,206 9,121 9,333 6,990 8,564 5,506 5,926 4,739 7,061 6,902 6,471 6,837
1 4,643 6,579 7,274 9,357 7,409 8,738 6,299 5,404 4,375 5,982 6,788 6,821 6,639
2 4,791 6,684 6,556 8,768 6,865 8,634 6,263 5.867 4,683 5,196 7,070 7,201 6,548
3 4,742 5,046 6.303 7,929 6,402 6,703 6,528 5,266 3,836 6,057 7,652 7,701 6,347
4 5,253 5,443 6,716 7.317 7,160 8,849 6,979 6,289 4,894 5,579 7,625 7,436 6,628
5 5,474 5,198 5,934 7,441 7,073 8,610 7,031 7,102 5,116 5,427 7.393 7,551 6,612
6 6,435 5,409 5,421 7,060 7,125 6,675 7,012 5,816 6,404 6,285 7.462 7,439 6,545
7 6,245 4,743 5,088 6,278 5,708 5,571 6,015 5,056 6,118 6,120 8,211 8,221 6,114
8 5,650 5.199 5.172 6,113 5,779 4,646 4.288 2,584 3,187 4,473 7,289 7,322 5,142
9 5,318 3,831 5,071 6,306 6,224 4,989 3,595 2,579 2,317 2,675 6.523 6,282 4,643
10 4.687 3,560 6,015 6,575 6,869 4,788 3,482 2,392 2,747 2,709 5,050 6,211 4,607
11 4,692 3,592 8,238 6,166 7,034 5,536 3,471 2,761 3,029 3,346 4,445 6.198 4,709
12 5,485 3,518 7,069 6,301 6,316 5,327 3,906 3,027 2,948 3,682 4.508 6,195 4,857
13 5.581 3,794 8.070 7,284 6,164 4,936 4,649 3,422 3,205 4,174 4,183 6.732 5,183
14 5,202 4,384 8,504 6,489 7,369 6,109 5,453 4,186 3,311 4,422 4,403 6,255 5,506
15 5,173 4,151 8,482 7,122 7.486 6,951 6,133 4,935 3,590 4,520 4,896 5,538 5,748
16 4,938 4,138 9,384 8,041 7,502 7,099 7,612 6,911 3,871 5,822 4,788 5,861 6,331
17 5,214 3,934 9,973 7,693 7,007 7,026 8,350 7.345 4,094 6,588 4.720 6,795 6,562
18 6,128 5.398 9,709 8,243 6,861 6,676 8,562 7,873 4,879 7,796 5,727 6,936 7,066
19 6,093 6,800 10,621 9,249 7.692 7,012 6,795 7,760 6,228 8,450 5,969 7,364 7,503
20 6,094 8,723 10,700 10,145 8,486 8,339 5,972 8.691 6,866 8,521 5.729 7,241 7,792
21 5,693 5,923 9,626 10,536 7,476 9,069 6,140 7,636 6.704 7,410 6,499 6,366 7,423
22 5,871 6,757 9,565 9,405 7,922 8,607 5,743 6,885 5,813 8,168 6,499 6,691 7,327
23 5,761 6,737 9,501 9,131 8,437 8,282 6,058 6,353 5,924 7,599 6,844 7,036 7,305
- Average 5,440 5,156 7,755 7,845 7,057 7,073 5,910 5,502 4,537 5,753 6,132 6,828
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Form Approved
OMB Control No. 1902-0075
Expires 7/31/2009
FERC Form No 556
I8CFR § 13180
CERTIFICATION OF QUALIFYING FACILITY STATUS FOR AN EXISTING OR A
PROPOSED SMALL POWER PRODUCTION OR COGENERATION FACILITY
INFORMATION ABOUT COMPLIANCE
Compliance with the information collection requirements established by the FERC Form No 556 is
required to obtain and maintain status as a qualifying facility. See 18 C.F.R. § 131.80 and Part 292.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number.
SUBMITTING COMMENTS ON PUBLIC REPORTING BURDEN
The estimated burden for completing FERC Form No 556, including gathering and reporting
information, is 4 hours for self certifications and 38 hours for applications for Commission
certification. Send comments regarding this burden estimate or any aspect of this collection of
information, including suggestions for reducing this burden, to the following: Michael Miller, Office
of the Executive Director (ED-34), Federal Energy Regulatory Commission, 888 First Street NE.,
Washington, DC 20426; and Desk Officer for FERC, Office of Information and Regulatory Affairs,
Office of Management and Budget, Washington, DC 20503 (oirasubmissionomb.eop.gov ).
Include the Control No. 1902-0075 in any correspondence.
GENERAL INSTRUCTIONS
Complete this form by replacing bold text below with responses to each item, as required
PART A GENERAL INFORMATION TO BE SUBMITTED BY ALL APPLICANTS
la Full name of applicant [Note Applicant is the legal entity submitting this form, not the
individual employee making the filing. Generally, the Applicant will be a company, corporation or
organization, unless the facility is owned directly by an individual or individuals.]
XRG-DP1O, LLC
Primary Activity: Independent Power Producer, renewable electrical
generation
Docket Number assigned to the immediately preceding submittal filed with the
Commission in connection with the instant facility, if any:
none
Purpose of instant filing (self-certification or self-recertification [18 C.F.R. §
292.207(a)(1)], or application for Commission certification or recertification [18 C.F.R.
§§ 292.207(b) and (d)(2)]):
FERC Form No. 556 2/23/2007 Page 2 of 6
XRG-DP IO, LLC
Self-certification
lb. Full address of applicant:
1424 Dodge Ave.
Helena, MT 59601
I
1 c Indicate the owner(s) of the facility (including the percentage of ownership held by
any electric utility or electric utility holding company, or by any persons owned by
either) and the operator of the facility. Additionally, state whether or not any of the non-
electric utility owners or their upstream owners are engaged in the generation or sale of
electric power, or have any ownership or operating interest in any electric facilities other
than qualifying facilities In order to facilitate review of the application, the applicant
may also provide an ownership chart identifying the upstream ownership of the facility.
Such chart should indicate ownership percentages where appropriate.
Exergy Development Group - Idaho, LLC
Exergy Development Group - Idaho, LLC is solely owned by Exergy
Development Group, LLC, a Montana limited liability company.
Exergy Development Group, LLC is not comprised of any ownership by a
public or private utility.
Id Signature of authorized individual evidencing accuracy and authenticity of
information provided by applicant [Note A signature on a filing shall constitute a certificate that
(1) the signer has read the filing and knows its contents; (2) the contents are true as stated, to the best
knowledge and belief of the signer; and (3) the signer possesses full power and authority to sign the filing.
A person submitting a self-certification electronically via eFiling may use typed characters representing
their name to show that the person has signed the document See 18 CF R § 385 2005 1
I 2. Person to whom communications regarding the filed information may be addressed:
Name: J. Lars Dorr
Title: Lead Project Engineer, Exergy Technology Concepts, LLC
Telephone number: 208.429.1499
Mailing address: 802 W. Bannock, Ste 1200
FERC Form No. 556 2/23/2007 Page 3 of
XRG-DP1O, LLC
Boise, ID 83702
3a Location of facility to be certified:r
State Idaho
County Cassia
City or town: Malta
Street address (if known) N/A
3b Indicate the electric utilities that are contemplated to transact with the qualifying
facility (if known) and describe the services those electric utilities are expected to
provide
Pacificorp DBA, Rocky Mountain Power
Indicate utilities interconnecting with the facility and/or providing wheeling service [18
C.F.R. §§ 292.303(c) and (d)]:
Bonneville Power Administration
Indicate utilities purchasing the useful electric power output [18 C.F.R. § § 292.10 1(b)(2),
292.202(g) and 292.303(a)]:
Pacificorp DBA, Rocky Mountain Power
Indicate utilities providing supplementary power, backup power, maintenance power,
and/or interruptible power service [18 C.F.R. § § 292.101(b)(3), (b)(8), 292.303(b) and
292.305(b)]:
Bonneville Power Administration
4a Describe the principal components of the facility including boilers, prime movers and
electric generators, and explain their operation Include transmission lines, transformers
and switchyard equipment, if included as part of the facility.
DeWind D8.2, 2.0MW Wind Turbine Generator
Number of units -5
4b. Indicate the maximum gross and maximum net electric power production capacity of
FERC Form No. 556 2123/2007 Page 4 of 6
XRG DPIO LLC
the facility at the point(s) of delivery and show the derivation. [Note Maximum gross output
is the maximum amount of power that the facility is able to produce, measured at the terminals of the
generator(s). Maximum net output is maximum gross output minus (I) any auxiliary load for devices that
are necessary and integral to the power production process (fans, pumps, etc), and (2) any losses incurred
from the generator(s) to the point of delivery. If any electric power is consumed at the location of the QF
(or thermal host) for purposes not related to the power production process, such power should not be
subtracted from gross output for purposes of reporting maximum net output here.]
Gross output 10 MW
Net output 9 MW
Derivation (assumptions about losses, auxiliary load or lack thereof, and calculation of
gross and net output):
10.0% losses including, but not limited to, line losses, icing, availability,
waking, turbulence/control, etc.
4c Indicate the actual or expected installation and operation dates of the facility, 01 the
actual or expected date of completion of the reported modification to the facility
June 2008
4d. Describe the primary energy input (e.g., hydro, coal, oil [18 C.F.R. § 292.202(1)],
natural gas [18 C.F.R. § 292.202(k)], solar, geothermal, wind, waste, biomass [18 C.F.R.
§ 292.202(a)], or other). For a waste energy input that does not fall within one of the
categories on the Commission's list of previously approved wastes, demonstrate that such
energy input has little or no current commercial value and that it exists in the absence of
the qualifying facility industry f 1 C F R § 292.202(b)].
100% Wind energy input
5 Provide the average annual hourly energy input in terms of Btu for the following fossil
fuel energy inputs, and provide the related percentage of the total average annual hourly
energy input to the facility [18 C.FR § 292.2020)]. For any oil or natural gas fuel, use
lower heating value [18 C.F.R § 292.202(m)]:
Natural gas: None
Oil: None
Coal (applicable only to a small power production facility): None
FERC Form No. 556 2123/2007 Page 5 of 6
XRG-DPIO, LLC
6.Discuss any particular characteristic of the facility which the cogenerator or sinail
power producer believes might bear on its qualifying status
r
None
PART B DESCRIPTION OF THE SMALL POWER PRODUCTION FACILITY
Items 7 and 8 only need to be answered by applicants seeking certification as a small power
production facility. Applicants for certification as a cogeneration facility may delete Items 7 and 8
from their application, or enter "N/A" at both items.
7.Describe how fossil fuel use will not exceed 25 percent of the total annual energy input
limit [18 C.F.R §§ 292.2020) and 292.204(b)]. Also, describe how the use of fossil fuel
will be limited to the following purposes to conform to Federal Power Act section
3(17)(B): ignition, start-up, testing, flame stabilization, control use, and minimal amounts
of fuel required to alleviate or prevent unanticipated equipment outages and emergencies
directly affecting the public
N/A
8.If the facility reported herein is not an eligible solar, wind, waste or geothermal
facility, and if any other non-eligible facility located within one mile of the instant
facility is owned by any of the entities (or their affiliates) reported in Part A at item I
above and uses the same primary energy input, provide the following information about
the other facility for the purpose of demonstrating that the total of the power production
capacities of these facilities does not exceed 80 MW [18 C F R § 292.204(a)]: [See
definition of an "eligible facility" below. Note that an "eligible facility" is a specific type of small power
production facility that is eligible for special treatment under the Wind, Waste and Geothermal Power
Production Incentives Act of 1990, as subsequently amended in 1991, and should not be confused with
facilities that are generally eligible for QF status]
Facility name, if any (as reported to the Commission):
N/A
Commission Docket Number:
N/A
Name of common owner:
N/A
FERC Form No 556 2/23/2007 Page 6 of 6
XRG DPIO LLC
Common primary energy source used as energy Input
N/A r
Power production capacity (MW):
N/A
An eligible solar, wind, Waste or geothermal facility, as defined in Section 3(17)(E) of the
Federal Power Act, is a small power production facility that produces electric energy
solely by the use, as a primary energy input, of solar, wind, waste or geothermal
resources, for which either an application for Commission certification of qualifying
status [18 C F R § 292.207(b)] or a notice of self-certification of qualifying status [18
C.F.R § 292.207(a)] was submitted to the Commission not later than December 31, 1994,
and for which construction of such facility commences not later than December 31, 1999,
or if not, reasonable diligence is exercised toward the completion of such facility, taking
into account all factors relevant to construction of the facility
PART C: DESCRIPTION OF THE COGENERATION FACILITY
Items 9 through 15 only need to be answered by applicants seeking certification as a cogeneration
facility. Applicants for certification as a small power production facility may delete Items 9 through
15 from their application, or enter "N/A" at each item.
DELETED
.
U
THIS WORKING DRAFT DOES NOT CONSTITUTE A BINDING OFFER, SHALL NOT FORM THE
BASIS FOR AN AGREEMENT BY ESTOPPEL OR OTHERWISE, AND IS CONDITIONED UPON EACH
PARTY'S RECEIPT OF ALL REQUIRED MANAGEMENT APPROVALS (INCLUDING FINAL CREDIT
AND LEGAL APPROVAL) AND ALL REGULATORY APPROVALS. ANY ACTIONS TAKEN BY A
PARTY IN RELIANCE ON THE TERMS SET FORTH IN THIS WORKING DRAFT OR ON STATEMENTS
MADE DURING NEGOTIATIONS PURSUANT TO THIS WORKING DRAFT SHALL BE AT THAT
PARTY'S OWN RISK UNTIL THIS AGREEMENT IS NEGOTIATED, APPROVED BY MANAGEMENT,
SIGNED, DELIVERED AND APPROVED BY ALL REQUIRED REGULATORY BODIES, NO PARTY
SHALL HAVE ANY OTHER LEGAL OBLIGATIONS, EXPRESSED OR IMPLIED, OR ARISING IN ANY
OTHER MANNER UNDER THIS WORKING DRAFT OR IN THE COURSE OF NEGOTIATIONS.
POWER PURCHASE AGREEMENT
BETWEEN
[a non-fueled, wind-powered resource with Mechanical Availability Guarantee, Idaho
Qualifying Facility interconnected to non-PacifiCorp system in [STATE] delivering
power to PacifiCorp in Idaho —1 OaMW/Month or less]
AND
PACIFICORP
Section 1 Definitions 2
Section 2: Term, Commercial Operation Date ................................................................... 9
Section 3: Representations and Warranties ....................................................................... 10
Section 4: Delivery of Power; Availability Guaranty .................... ................................... 12
Section 5: Purchase Prices ................................................................................................ 14
Section 6: Operation and Control ..................................................................................... 16
Section7: Motive Force.................................................................................................... 19
Section 8 Generation Forecasting Costs 19
Section 9 Metering, Reports and Records 20
Section 10 Billings, Computations and Payments 21
Section 11 Security 22
Section 12 Defaults and Remedies 23
Section13: Indemnification .............................................................................................. 25
Section 14: Liability and Insurance.................................................................................. 26
Section 15: Force Majeure................................................................................................ 28
Section 16: Several Obligations........................................................................................ 29
Section17: Choice of Law................................................................................................ 29
Section 18: Partial Invalidity............................................................................................ 29
Section 19 Waiver 29
Section 20 Governmental Jurisdiction and Authorizations 30
Section 21 Successors and Assigns 30
Section 22 Entire Agreement 30
Section 23 Notices 30
DRAFT
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT, entered into this day of , 20 1
is between [Seller's name], an [Seller's
state of incorporation] [corporation, partnership, or limited liability company]
(the "Seller") and PacifiCorp, an Oregon corporation acting in its merchant function capacity
("PacifiCorp") Seller and PacifiCorp are referred to collectively as the "Parties" and
individually as a "Party"
RECITALS
A. Seller intends to construct, own, operate and maintain a
[state type of facility] facility for the generation of
electric power located in [City, County, State] with an
expected Facility Capacity Rating of -kilowatts (kW) ("Facility")
B Seller intends to operate the Facility as a Qualifying Facility, as such term is
defined in Section 1.52 below.
C.Seller estimates that the average annual Net Output to be delivered by the Facility
to PacifiCorp is kilowatt-hours (kWh) ("Average Annual Net Output") pursuant
to the monthly Energy Delivery Schedule in Exhibit D hereto, which amount of energy
PacifiCorp will include in its resource planning.
D.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.
E.PacifiCorp intends to designate Seller's Facility as a Network Resource for the
purposes of serving Network Load
E Seller intends to transmit Net Output to PacifiCorp via transmission facilities
operated by a third party(ies), and PacifiCorp intends to accept scheduled firm delivery of
Seller's Net Output, under the terms of this Agreement, including the Generation Scheduling
Addendum attached as Addendum W and incorporated contemporaneously herewith.
F.This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jurisdictional
Cost Allocation Revised Protocol and, as such, the costs of QF energy under this Agreement
shall be allocated as a system resource unless any portion of those costs exceeds the cost
PacifiCorp would have otherwise incurred acquiring comparable resources. In that event, the
Revised Protocol assigns those excess costs on a situs basis to the state in which the Facility is
located In addition, for the purposes of inter-jurisdictional cost allocation, PacifiCorp represents
that the costs of this Agreement do not exceed the costs: PacifiCorp would have otherwise
incurred acquiring resources in the market that are defined as "Comparable Resources" in
Appendix A to the Inter-Jurisdictional Cost Allocation Revised Protocol. For the purposes of
inter-jurisdictional cost allocation, PacifiCorp represents that the costs and revenues from the
energy and capacity sold to Seller by PacifiCorp will be assigned on a situs basis to the state to
which Net Output from the Facility is delivered.
G.Seller has authorized Interconnected Utility to release generation data to
PacifiCorp. The authorization is attached as Exhibit H.
1
DRAFT
NOW, THEREFORE, the Parties mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings:
11 "As-built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completion of construction of the Facility, accurately describing the completed
Facility.
1.2 "Availability" means, for any Billing Period, the ratio, expressed as a percentage,
of (x) the aggregate sum of the turbine-minutes in which each of the Wind Turbines at the
Facility was available to generate at the Maximum Facility Delivery Rate during the Billing
Period over (y) the product of the number of Wind Turbines that comprise the Facility Capacity
Rating as of Commercial Operation multiplied by the number of minutes in such Billing Period
A Wind Turbine shall be deemed not available to operate during minutes in which it is (a) in an
emergency, stop, service mode or pause state; (b) in "run" status and faulted; or (c) otherwise not
operational or capable of delivering at the Maximum Facility Delivery Rate to the Point of
Interconnection, unless if unavailable due solely to (i) a default by PacifiCorp, (ii) a curtailment
in accordance with Section 6 2 1(b) or (d), or (iii) insufficient 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).

1.3 "Billing Period" means the time period between PacifiCorp's reading of its power
purchase meter at the Facility and for this Agreement shall coincide with calendar months.

1.4 "Commercial Operation" means that not less than the 90% of the expected
Facility Capacity Rating is fully operational and reliable and the Facility is fully interconnected,
fully integrated, and synchronized with the Interconnected Utility's electric system, all of which
shall be Seller's responsibility to receive or obtain, and which occurs when all of the following
events (i) have occurred, and (ii) remain simultaneously true and accurate as of the date and
moment on which Seller gives PacifiCorp notice that Commercial Operation has occurred
1.4.1 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facility Capacity Rating of the Facility at
the anticipated time of Commercial Operation and (b) stating that the Facility is able to
generate electric power reliably in amounts required by this Agreement and in accordance
with all other terms and conditions of this Agreement.
1.4.2 Start-Up Testing of the Facility has been completed in accordance
with Exhibit E.
1.4.3 PacifiCorp has received an executed copy of Seller's Generation
Interconnection Agreement and Transmission Agreement(s).
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1.4.4 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, an attorney in good standing in Idaho or [State], or a
letter from the Interconnected Utility, stating that, in accordance with the Generation
Interconnection Agreement, all required interconnection facilities have been constructed,
all required interconnection tests have been completed and the Facility is physically
interconnected with the Interconnected Utility's electric system in conformance with the
Generation Interconnection Agreement and able to deliver energy consistent with the
terms of this Agreement, and the Facility is frilly integrated and synchronized with the the
Interconnected Utility's electric system

1.4.5 PaeifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good standing in ______[State], stating
that Seller has obtained all Required Facility Documents and, if requested by PacifiCorp
in writing, that Seller has provided copies of any or all such requested Required Facility
Documents.

1.4.6 Seller has complied with the security requirements of Section 11.
Seller shall provide written notice to PacifiCorp stating when Seller believes that the Facility has
achieved Commercial Operation and its Facility Capacity Rating accompanied by the certificates
described above. PacifiCorp shall have ten days after receipt either to confirm to Seller that all
of the conditions to Commercial Operation have been satisfied or have occurred, or to state with
specificity what PacifiCorp reasonably believes has not been satisfied. If, within such ten day
period, PacifiCorp does not respond or notifies Seller confirming that the Facility has achieved
Commercial Operation, the original date of receipt of Seller's notice shall be the Commercial
Operation Date. If PacifiCorp notifies Seller within such ten day period that PacifiCorp believes
the Facility has not achieved Commercial Operation, Seller must address the concerns stated in
PacifiCorp's notice to the mutual satisfaction of both Parties, and Commercial Operation shall
occur on the date of such satisfaction, as specified in a notice from PacifiCorp to Seller. If
Commercial Operation is achieved at less than one hundred percent (100%) of the expected
Facility Capacity Rating, Seller shall provide PacifiCorp an expected date for achieving the
expected Facility Capacity Rating, and the Facility Capacity Rating on that date shall be the final
Facility Capacity Rating under this Agreement. In no event will delay in achieving the expected
Facility Capacity Rating beyond the Commercial Operation Date postpone the Expiration Date
specified in Section 2.1.
1.5 "Commercial Operation Date" means the date the Facility first achieves
Commercial Operation.
1.6 "Commission" means the Idaho Public Utilities Commission.
1.7 "Conforming Energy" means all Net Energy except Non-Conforming Energy and
Inadvertent Energy.
1.8 "Conforming Energy Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
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1.9 "Contract Year" means a twelve (12) month period commencing at 00:00 hours
Mountain Prevailing Time ("MPT") on January 1 and ending on 24:00 hours MPT on
December 31; provided, however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last Contract
Year shall end on the Expiration Date, unless earlier terminated as provided herein
1.10 "Cut-in Wind Speed" means the wind speed at which a stationary wind turbine
begins producing Net Energy, as specified by the turbine manufacturer and set forth in Exhibit
A
1.11 "Delay Liquidated Damages", "Delay Period", "Delay Price" and "Delay
Volume" shall have the meanings set forth in Section 2.3 of this Agreement "Delay Security"
shall have the meaning set forth in Section 11.1.1 of this Agreement.
1.12 "Default Security" shall have the meaning set forth in Section 11.2 of this
Agreement.
1.13 "Effective Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
1.14 "Energy Delivery Schedule" shall have the meaning set forth in Section 4.3 of
this Agreement.
1.15 "Environmental Attributes" means 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 substance to the air, soil or water, which are
deemed of value by PacifiCorp. Environmental Attributes include but are not limited to: (1) any
avoided emissions of pollutants to the air, soil, or water such as (subject to the foregoing) sulfur
oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and other pollutants; and (2) any
avoided emissions of carbon dioxide (CO2), methane (CH4), and other greenhouse gases
(GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate
Change to contribute to the actual or potential threat of altering the Earth's climate by trapping
heat in the atmosphere Environmental Attributes do not include (i) Production Tax Credits or
certain other tax incentives existing now or in the future associated with the construction,
ownership or operation of the Facility, (ii) matters designated by PacifiCorp as sources of
liability, or (iii) adverse wildlife or environmental impacts.
1.16 "Expiration Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
1.17 "Facility" means Seller's project, including the Seller's Interconnection Facilities,
as described in the Recitals, Exhibit A, and Exhibit B.
1.18 "Facility Capacity Rating" means the sum of the Nameplate Capacity Ratings for
all generators comprising the Facility.
1.19 "Force Majeure" has the meaning set forth in Section 15.1.
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1 20 "Forced Outage" means 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 Planned Outages are not Forced Outages
1.21 "Generation Interconnection Agreement" means the generation interconnection
agreement to be entered into separately between Seller and the Interconnected Utility, as
applicable, specifying the Point of Interconnection and providing for the construction and
operation of the Interconnection Facilities.
1.22 "Generation Scheduling Addendum" means Addendum W, the portion of this
Agreement providing for the measurement, scheduling, and delivery of Net Output from the
Facility to the Point of Delivery via the electric system(s) of non-PacifiCorp Transmission
Entity(s)
1.23 "Inadvertent Energy" means (1) energy delivered to the Point of Interconnection
or Point of Delivery in excess of the Maximum Monthly Purchase Obligation; and (2) energy
delivered to the Point of Interconnection at a rate exceeding the Maximum Facility Delivery Rate
on an hour-averaged basis.
1.24 "Index Price" shall mean the average of: (1) the weighted average of the daily
On-Peak and Off-Peak Intercontinental Exchange (ICE) Mid-Columbia index prices for firm
energy; and (2) the weighted average of the daily On-Peak and Off-Peak Intercontinental
Exchange (ICE) Palo Verde index (Intercontinental Exchange (ICE) Palo Verde Index) prices for
firm energy. For Sunday and NERC holidays, the 24-Hour Index Price shall be used, unless
Intercontinental Exchange (ICE) shall publish a Firm On-Peak and Firm Off-Peak Price for such
days for Mid-C and Palo Verde, in which event such indices shall be utilized for such days If
the Intercontinental Exchange (ICE) index or any replacement of that index ceases to be
published during the term of this Agreement, PacifiCorp shall select as a replacement a
substantially equivalent index that, after any appropriate or necessary adjustments, provides the
most reasonable substitute for the index in question. PacifiCorp's selection shall be subject to
Seller's consent, which Seller shall not unreasonably withhold, condition or delay.
1.25 "Initial Year Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.1.
1.26 "Interconnected Utility" means , the operator of the electric utility
system at the Point of Interconnection
1.27 "Interconnection Facilities" means all the facilities and ancillary equipment used
to interconnect the Facility to the Interconnected Utility's electric utility system, as defined in the
Generation Interconnection Agreement.
1.28 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in its
reasonable judgment who is licensed to practice engineering in the state of ______[State of
Facility], 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
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representative of a consulting engineer, contractor, designer or other individual involved in the
development of the Facility, or of a manufacturer or supplier of any equipment installed in the
Facility. Such Licensed Professional Engineer shall be licensed in an appropriate engineering
discipline for the required certification being made. The engagement and payment of a Licensed
Professional Engineer solely to provide the certifications, evaluations and opinions required by
this Agreement shall not constitute a prohibited economic relationship, association or nexus with
the Seller, so long as such engineer has no other economic relationship, association or nexus with
the Seller.
1.29 "Maintenance Outage" means any outage of one or more Wind Turbines that is
not a Forced Outage or a Planned Outage A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the Wind Turbine(s) be
removed from service before the next Planned Outage. A Maintenance Outage may occur any
time during the year and must have a flexible start date.
1.30 "Material Adverse Change" shall mean, with respect to the Seller, if the Seller,
in the reasonable opinion of PacifiCorp, has experienced a material adverse change in ability to
fulfill its obligations under this Agreement.
1.31 "Maximum Facility Delivery Rate" means the maximum instantaneous rate (kW)
at which the Facility is capable of delivering Net Output at the Point of Interconnection, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement
1.32 "Maximum Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month. In
accordance with Commission Order No. 29632, the Maximum Monthly Purchase Obligation for
a given month, in kWh, shall equal 10,000 kW multiplied by the total number of hours in that
month and prorated for any partial month.
1.33 "Nameplate Capacity Rating" means the maximum instantaneous generating
capacity of any qualifying small power or cogeneration generating unit supplying all or part of
the energy sold by the Facility, expressed in MW or kW, when operated consistent with the
manufacturer's recommended power factor and operating parameters, as set forth in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement
1.34 "NERC" means the North American Electric Reliability Corporation.
1.35 "Net Energy" means the energy component, in kWh, of Net Output.
1.36 "Net Output" means all energy and capacity produced by the Facility, less station
use and less transformation and transmission losses and other adjustments, if any. For purposes
of calculating payment under this Agreement, Net Output of energy shall be the amount of
energy flowing through the Point of Interconnection, less any station use not provided by the
Facility. Net Output does not include Inadvertent Energy.
1.37 "Network Resource" shall have the meaning set forth in the Tariff.
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1.38 "Network Service Provider" means PacifiCorp Transmission, as a provider of
network service to PacifiCorp under the Tariff.
1.39 "Non-Conforming Energy" means Net Output produced by the Facility prior to
the Commercial Operation Date
1.40 "Non-Conforming Energy Purchase Price" means the applicable price for Non-
Conforming Energy and capacity, specified in Section 5.1.
1.41 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.42 "On-Peak Hours" means hours from 7:00 a.m. to 11:00 p.m. Mountain Prevailing
Time, Monday through Saturday, excluding Western Electricity Coordinating Council (WECC)
and North American Electric Reliability Corporation (NERC) holidays
1.43 "Output Shortfall" and "Output Shortfall Damages" shall have the meanings
set forth in Section 4.5 of this Agreement
1.44 "PacifiCorp" is defined in the first paragraph of this Agreement, and excludes
PacifiCorp Transmission or a successor, including any RTO.
1.45 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting in
its interconnection and transmission function capacity.
1.46 "Planned Outage" means an outage of predetermined duration that is scheduled in
Seller's Energy Delivery Schedule Boiler overhauls, turbine overhauls or inspections are typical
planned outages Maintenance Outages and Forced Outages are not Planned Outages
1.47 "Point of Delivery" means , a point of interconnection between
_'s electric system and PacifiCorp Transmission's electric system at the
Substation, as specified in Exhibit B.
1.48 "Point of Interconnection" means the point where Seller's Facility interconnects
with the Interconnected Utility's electric utility system, as defined in the Generation
Interconnection Agreement and specified in Exhibit B.
1.49 "Prime Rate" means the rate per annum equal to the publicly announced prime
rate or reference rate for commercial loans to large businesses in effect from time to time quoted
by JPMorgan Chase & Co If a JPMorgan Chase & Co prime rate is not available, the
applicable Prime Rate shall be the announced prime rate or reference rate for commercial loans
in effect from time to time quoted by a bank with $10 billion or more in assets in New York
City, N.Y., selected by the Party to whom interest based on the prime rate is being paid.
1.50 "Production Tax Credits" means production tax credits under Section 45 of the
Internal Revenue Code as in effect from time to time during the term hereof or any successor or
other provision providing for a federal tax credit determined by reference to renewable electric
energy produced from wind resources and any correlative state tax credit determined by
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reference to renewable electric energy produced from wind resources for which the Facility is
eligible
1.51 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electrical utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the facts
known at the time a decision is made, could have been expected to accomplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent Electrical
Practices is not intended to be limited to the optimum practice, method or act to the exclusion of
all others, but rather to be a spectrum of possible practices, methods or acts
1.52 "QF" means "Qualifying Facility", as that term is defined in the version of
FERC Regulations (codified at 18 CFR Part 292) in effect on the date of this Agreement
1.53 "Required Facility Documents" means all deeds, titles, leases, licenses, permits,
authorizations, and agreements (including Transmission Agreements) demonstrating that Seller
controls the necessary property rights (e.g. site lease) and government authorizations to
construct, operate, and maintain the Facility, including without limitation those set forth in
Exhibit C.
1.54 "Scheduled Commercial Operation Date" means the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.6.
1.55 "Scheduled Monthly Energy Delivery" means the Net Energy scheduled to be
delivered to the Point of Delivery during a given calendar month, as specified by Seller in the
Energy Delivery Schedule.
1.56 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost Share"
shall have the meanings set forth in Sections 8.2 and 8.3 respectively.
1.57 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
1.58 "Tariff' means the PacifiCorp Transmission FERC Electric Tariff Seventh
Revised Volume No 11 Pro Forma Open Access Transmission Tariff or a Transmission Entity's
corresponding Open Access Transmission Tariff or both, as revised from time to time
1.59 "Transmission Agreement(s)" means the agreement(s) (or contemporaneous
agreements) between Seller and the Transmitting Entity(s) providing for Seller's uninterruptible
right to transmit Net Output to the Point of Delivery.
1.60 "Transmitting Entity(s)" means , the (non-PacifiCorp)
operator(s) of the transmission system(s) between the Point of Interconnection and the Point of
Delivery or successor(s) including any regional transmission organization ("RTO").
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1.61 "Wind Turbine" means a [description of intended wind turbine model] as further
described in Exhibit A At its full Facility Capacity Rating, the Facility will consist of -
Wind Turbines
SECTION 2 TERM COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Parties and after
approval by the Commission ("Effective Date"), provided, however, this Agreement shall not
become effective until the Commission has determined that the prices to be paid for energy and
capacity are just and reasonable, in the public interest, and that the costs incurred by PacifiCorp
for purchases of capacity and energy from Seller are legitimate expenses, all of which the
Commission will allow PacifiCorp to recover in rates in Idaho in the event other jurisdictions
deny recovery of their proportionate share of said expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect until
[enter date that is no later than 20 years after the Scheduled Commercial
Operation Date] ("Expiration Date")
2.2 Time is of the essence of this Agreement, and Seller's ability to meet certain
requirements prior to the Commercial Operation Date and to achieve Commercial Operation by
the Scheduled Commercial Operation Date is critically important. Therefore,
2.2.1 By , Seller shall obtain and provide to
PacifiCorp copies of all governmental permits and authorizations necessary for
construction of the Facility.
2.2.2 By Seller shall provide to PacifiCorp a copy
of an executed Generation Interconnection Agreement and an executed Transmission
Agreement(s), whose terms shall be consistent with the terms of this Agreement
2.2.3 By the date 5 business days after the Effective Date, Seller shall
provide Delay Security required under Section 11.1.1, as applicable.
2.2.4 Prior to Commercial Operation, Seller shall provide Default Security
required under Section 11.2, as applicable.
2.2.5 Prior to Commercial Operation, Seller shall provide PacifiCorp with
an As-built Supplement acceptable to PacifiCorp.
2.2.6 By , Seller shall achieve Commercial Operation
("Scheduled Commercial Operation Date")
2.2.7 Beginning Seller shall provide PacifiCorp a
one-page monthly update by e-mail on the progress of the milestones in this Section 2.2.
2.3 Seller shall cause the Facility to achieve Commercial Operation on or before the
Scheduled Commercial Operation Date. If Commercial Operation occurs after the Scheduled
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Commercial Operation Date, Seller shall be liable to pay PacifiCorp delay damages for the
number of days ("Delay Period") the Commercial Operation Date occurs after the Scheduled
Commercial Operation Date, up to a total of 120 days ("Delay Liquidated Damages").
Delay Liquidated Damages equals the sum of: the Delay Price times the Delay Volume,
for each day of the Delay Period
Where:
"Delay Price" equals the positive difference, if any, of the Index Price minus the
weighted average 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
The Parties agree that the damages PacifiCorp would incur due to delay in the Facility achieving
Commercial Operation on or before the Scheduled Commercial Operation Date would be
difficult or impossible to predict with certainty, and that the Delay Liquidated Damages are an
appropriate approximation of such damages.
SECTION 3 REPRESENTATIONS AND WARRANTIES
3.1 PacifiCorp represents, covenants, and warrants 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 according 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 transactions 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
indenture, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any court, or any regulatory agency or other body having authority to which
PacifiCorp is subject.
3.1.5 Subject to Commission approval, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance
with its terms (except as the enforceability of this Agreement may be limited by
bankruptcy, insolvency, bank moratorium or similar laws affecting creditors' rights
generally and laws restricting the availability of equitable remedies and except as the
enforceability of this Agreement may be subject to general principles of equity, whether
or not such enforceability is considered in a proceeding at equity or in law).
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3 2 Seller represents, covenants, and warrants to PacifiCorp that
3.2.1 Seller is a [corporation, partnership, or limited liability
company] duly organized and validly existing under the laws of [state
of Seller's incorporation]
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and officers have taken all actions
required to authorize the execution, delivery and performance of this Agreement and the
consummation 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 indenture, mortgage, or other material
agreement binding on Seller or any valid order of any court, or any regulatory agency or
other body having authority to which Seller is subject
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of
this Agreement may be limited by bankruptcy, insolvency, bank moratorium or similar
laws affecting creditors' rights generally and laws restricting the availability of equitable
remedies and except as the enforceability of this Agreement may be subject to general
principles of equity, whether or not such enforceability is considered in a proceeding at
equity or in law).
3.2.6 The Facility is and shall for the term of this Agreement continue to
be a QF Seller has provided the appropriate QF certification, which may include a
Federal Energy Regulatory Commission self-certification to PacifiCorp prior to
PacifiCorp's execution of this Agreement. At any time PacifiCorp has reason to believe
during the term of this Agreement that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written legal opinion from an attorney in
good standing in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facility, stating that the Facility is a QF and providing
sufficient proof (including copies of all documents and data as PacifiCorp may request)
demonstrating that Seller has maintained and will continue to maintain the Facility as a
QF
3.2.7 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankruptcy proceeding, is unable to
pay its bills in the ordinary course of its business, or is the subject of any legal or
regulatory action, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement
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3.2.8 Seller has not at any time 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
current on all of its financial obligations.

3.2.10 Seller owns, and will continue to own for the term of this
Agreement, all right, title and interest in and to the Facility, free and clear of all liens and
encumbrances other than liens and encumbrances related to third-party financing of the
Facility.
3.3 Notice If at any time during this Agreement, any Party obtains actual knowledge
of any event or information which would have caused any of the representations and warranties
in this Section 3 to have been materially untrue or misleading when made, such Party shall
provide the other Party with written notice of the event or information, the representations and
warranties affected, and the action, if any, which such Party intends to take to make the
representations and warranties true and correct The notice required pursuant to this Section
shall be given as soon as practicable after the occurrence of each such event
SECTION 4 DELIVERY OF POWER AVAILABILITY GUARANTY
4.1 Delivery and Acceptance of Net OutDut Unless otherwise provided herein,
PacifiCorp will purchase and Seller will sell all Net Output from the Facility.
4.2 No Sales to Third Parties. During the term 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 written schedule of Net Energy expected to be delivered to the Point of Delivery
by the Facility ("Energy Delivery Schedule"), in accordance with the following

4.3.1 1 During the first twelve full calendar months following the
Commercial Operation Date, Seller predicts that the Facility will produce and deliver to
the Point of Delivery the following monthly amounts ("Initial Year Energy Delivery
Schedule")
Month Energy Delivery (kWh)
January
February
March
April
May
June
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July
August
September
October
November
December

4.3.2 Seller may revise the Initial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.

4.3.3 Beginning at the end of the ninth full calendar month of operation,
and at the end of every 3rd month thereafter, Seller shall supplement the Energy Delivery
Schedule with three additional months of forward estimates (which shall be appended to
this Agreement as Exhibit D) ("Subsequent Energy Delivery Schedule"), such that the
Energy Delivery Schedule will provide at least three months of scheduled energy
estimates at all times. Seller shall provide Subsequent Energy Delivery Schedules no
later than 5:00 pm of the 5th day after the due date. If Seller does not provide a
Subsequent Energy Delivery Schedule by the above deadline, scheduled energy for the
omitted period shall equal the amounts scheduled by Seller for the same three-month
period during the previous year.

4.3.4 Beginning with the end of the third month after the Commercial
Operation Date and at the end of every third month thereafter the Seller may not revise
the immediate next three months of previously provided Energy Delivery Schedules But
by written notice given to PacifiCorp no later than 5:00 PM of the 5th day after the end of
any such third month, the Seller may revise all other previously provided Energy
Delivery Schedules Failure to provide timely written notice of changed amounts will be
deemed to be an election of no change.
4.4 Minimum Availability Obligation. Seller shall cause the Facility to achieve an
Availability of at least 85% during each month ("Guaranteed Availability").
4.5 Liquidated Damages for Output Shortfall. If the Availability in any given month
falls below the Guaranteed Availability, the resulting shortfall shall be expressed in kWh as the
"Output Shortfall." The Output Shortfall shall be calculated in accordance with the following
formula:
Output Shortfall = (Guaranteed Availability - Availability) *
Scheduled Monthly Energy Delivery
Seller shall pay PacifiCorp for any Output Shortfall 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 Purchase Prices ("Output Shortfall Damages").
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Output Shortfall Damages Output Shortfall * Output Shortfall Price
Where:
Output Shortfall Price = (Index Price - Weighted Average CEPP); provided
that if Output Shortfall Price <0, then Output
Shortfall Price = 0, and provided, further, that if
Output Shortfall Price > Weighted Average CEPP,
then Output Shortfall 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 Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur
due to the Facility's failure to achieve the Guaranteed Availability would be difficult or
impossible to predict with certainty, and (b) the liquidated damages 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 9.2 and 9 3, PacifiCorp
shall have the right, but not the obligation, to audit the Facility's compliance with its Guaranteed
Availability using any reasonable methods Seller agrees to retain all performance related data
for the Facility for a minimum of three years, and to cooperate with PacifiCorp in the event
PacifiCorp decides to audit 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 delivered
to the Point of Delivery and adjusted for the month and On-Peak Hours or Off-Peak Hours and
the wind integration cost using the following formulae, in accordance with Commission Order
Nos 30423, 30497, and 30744
Conforming Energy Purchase Price = (ARCC * MPM) - WIC
Non-Conforming Energy Purchase Price = (ARnce * MPM) - WIC
Where:
ARce Conforming Energy annual rate from Table 1, below, for the year
of the Net Output.
ARnee = Non-Conforming Energy annual rate, equal to the lower of:
85% of the Conforming Energy annual rate from Table 1,
below, for the year of Net Output
or
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85% of weighted average of the daily On-Peak and Off-
Peak Intercontinental Exchange (ICE) Mid-Columbia index
prices for firm energy for the month, or portion of month,
of Net Output.
MPM = 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 occurred during On-Peak Hours or Off-Peak Hours
WIC the wind Integration cost prescribed in Commission Order No
30497 or subsequent order in effect at the time of execution.
Example calculations are provided in Exhibit G.
Table 1: Conforming Energy Annual Rates (from Commission Order No. 30744)*
Year
Conforming Energy
Annual Rate (AR,e)
$IMWh
2010 75.83
2011 77.95
2012 80.24
2013 82.14
2014 84.09
2015 86.09
2016 88.25
2017 90.34
2018 92.60
2019 94.80
2020 97.05
2021 99.36
2022 101.73
2023 104.15
2024 106.64
2025 109.19
2026 112.30
2027 115.50
2028 118.80
2029 122.20
2030 125.71
Table 2 Monthly On-Peak/Off-Peak Multipliers (from Commission Order No 30423)
* If Seller has elected levelized pricing for Net Output, additional security requirements in
Section 11.2 apply.
15
Month On-Peak Off-Peak
Hours Hours
DRAFT
Januaiy 103% 94%
February 105% 97%
March 95% 80%
April 95% 76%
May 92% 63%
June 94% 65%
July 121% 92%
August 121% 106%
September 109% 99%
Otbe
November
co r 115%
110%
105%
96%
December 129% 120%
5 2 Payment
For each Billing Period in each Contract Year, PacifiCorp shall pay Seller as follows
For Conforming Energy delivered to the Point of Delivery
Payment = (CEnergyonpeak * CEPPriceopk / 1000) +
(CEnergyoffpk * CEPPriceoff.peak / 1000)
For Non-Conforming Energy delivered to the Point of Delivery:
Payment = (NCEnergyon..pk * NCEPPriceO..pk / 1000) +
(NCEnergyoffpk * NCEPPr1ceoffpk / 1000)
Where
CEnergy Conforming Energy in kWh
CEPPrice = Conforming Energy Purchase Price in $/MWh
NCEnergy = Non-Conforming Energy in kWh
NCEPPrice = Non-Conforming Energy Purchase Price in $/MWh
On-Peak = the corresponding value for On-Peak Hours
Off-Peak = the corresponding value for Off-Peak Hours
5.3 Inadvertent Energy PacifiCorp may accept Inadvertent Energy at its sole
discretion, but will not purchase or pay for Inadvertent Energy.
SECTION 6 OPERATION AND CONTROL
6.1 Seller shall operate and maintain the Facility in a safe manner in accordance with
the Generation Interconnection Agreement, Transmission Agreement(s), Prudent Electrical
Practices and in accordance with the requirements of all applicable federal, state and local laws
and the National Electric Safety Code as such laws and code may be amended from time to time.
PacifiCorp shall have no obligation to purchase Net Output from the Facility to the extent that
any interconnections or portion of the path of delivery between the Facility and PacifiCorp
Transmission's electric system is disconnected, suspended or interrupted, in whole or in part,
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pursuant to the Generation Interconnection Agreement, the Transmission Agreement(s), or to the
extent generation curtailment is required as a result of Seller's non-compliance with the
Generation Interconnection Agreement or Transmission Agreement(s). PacifiCorp shall have the
right to inspect the Facility to confirm that Seller is operating the Facility in accordance with the
provisions of this Section 6 upon reasonable notice to Seller. Seller is solely responsible for the
operation and maintenance of the Facility. PacifiCorp shall not, by reason of its decision to
inspect or not to inspect the Facility, or by any action or inaction taken with respect to any such
inspection, assume or be held responsible for any liability or occurrence arising from the
operation and maintenance by Seller of the Facility.
6.2 Enerav Accentance.
6.2.1 Required Curtailment. PacifiCorp shall not be obligated to purchase,
receive or pay for Net Output (nor shall it be liable for associated unrealized Production
Tax Credits or Environmental Attributes) that is not delivered to the Point of Delivery
during times and to the extent that such Net Output is not delivered to the Point of
Delivery because (a) the interconnection between the Facility and the Interconnected
Utility's electric system is disconnected, suspended or interrupted, in whole or in part,
pursuant to the terms of the Generation Interconnection Agreement, (b) a Network
Service Provider or Transmission Entity Curtails (as defined in the applicable Tariff) Net
Output or orders PacifiCorp to curtail Net Output, (c) the Facility's Output is not received
because the Facility is not fully integrated or synchronized with the Interconnected
Utility's electric system, or (d) an event of Force Majeure prevents either Party from
delivering or receiving Net Output. The MWh amount of Net Output curtailed pursuant
to this Section 6.2.1 shall be reasonably determined by Seller after the fact based on the
amount of energy that could have been generated at the Facility and delivered to
PacifiCorp at the Point of Delivery as Net Output but that was not generated and
delivered because of the curtailment. Seller shall determine the quantity of such curtailed
energy based on (x) the time and duration of the curtailment period and (y) wind
conditions recorded at the Facility during the period of curtailment and the tested and
verified power curve for the Wind Turbines Seller shall promptly provide PacifiCorp
with access to such information and data as PacifiCorp may reasonably require to
confirm to its reasonable satisfaction the amount of energy that was not generated or
delivered because of a curtailment described in this Section 6.2.1.
6.2.2 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp,
acting in its merchant capacity function as purchaser under this Agreement, has no
responsibility for or control over PacifiCorp Transmission.
6.3 Outages.
6.3.1 Planned Outages. Except as otherwise provided herein, Seller shall
not schedule Planned Outage during any portion of the months of November, December,
January, February, June, July, and August, except to the extent a Planned Outage is
reasonably required to enable a vendor to satisfy a guarantee requirement in a situation in
which the vendor is not otherwise able to perform the guarantee work at a time other than
during one of the months specified above. Seller shall, in Exhibit D, provide PacifiCorp
17
I MI'm I
with an annual forecast of Planned Outages for each Contract Year at least one (1) month,
but no more that three (3) months, before the first day of that Contract Year, 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 not schedule more than one hundred fifty (150) hours of Planned Outages for
each calendar year. Seller shall not schedule any maintenance of Interconnection
Facilities during such months, without the prior written approval of PacifiCorp, which
approval may be withheld by PacifiCorp in its sole discretion

6.3.2 Maintenance Outages If Seller reasonably determines that it is
necessary 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 wind conditions) Upon such notice, the
Parties shall plan the Maintenance Outage to mutually accommodate the reasonable
requirements of Seller and the service obligations of PacifiCorp Seller shall take all
reasonable measures and use best efforts consistent with Prudent Electrical Practices to
not schedule any Maintenance Outage during the following periods: June 15 through June
30, July, August, and September 1 through 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 Facility that will not be available, and the
expected completion date and time of the outage. Seller may provide notices under this
Section 6.3.2 orally. Seller shall confirm any such oral notification in writing 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 substantial impact on Seller. Seller shall notify
PacifiCorp of any subsequent changes in generation capacity of the Facility during such
Maintenance Outage and any changes in the Maintenance Outage completion date and
time. Seller shall take all reasonable measures and exercise its best efforts consistent with
Prudent Electrical Practices to minimize the frequency and duration of Maintenance
Outages.

6.3.3 Forced Outages. Seller shall promptly provide to PacifiCorp an oral
report, via telephone to a number specified by PacifiCorp, of any Forced Outage of the
Facility. Such report shall include the amount of generation capacity of the Facility that
will not be available because of the Forced Outage and the expected return date and time
of such generation capacity. Seller shall promptly update the report as necessary to
advise PacifiCorp of changed circumstances If the Forced Outage resulted in more than
15% of the Facility Capacity Rating of the Facility being unavailable, Seller shall confirm
the oral report in writing as soon as practicable. Seller shall take all reasonable measures
and exercise its best efforts consistent with Prudent Electrical Practices to avoid Forced
Outages and to minimize their duration.

6.3.4 Notice of Deratings and Outages. Without limiting other notice
requirements, Seller shall notify PacifiCorp, via telephone to a number specified by
18
DRAFT
PacifiCorp, of any limitation, restriction, derating or outage known to Seller that affects
the generation capacity of the Facility in an amount greater than five percent (5%) of the
Facility Capacity Rating for the following day. Seller shall promptly update such notice
to reflect any material changes to the information in such notice
6.3.5 Effect of Outages on Estimated Output Seller shall factor Planned
Outages and Maintenance Outages that Seller reasonably expects to encounter in the
ordinary course of operating the Facility into the Scheduled Monthly Energy Delivery
amounts in the Energy Delivery Schedule set forth in Exhibit D
6.4 Scheduling
6.4.1 Daily Scheduling Daily scheduling shall be done in accordance
with Section 2 of Addendum W.
6.4.2 Cooperation and Standards With respect to any and all scheduling
requirements in this Agreement, (a) Seller shall cooperate with PacifiCorp with respect to
scheduling Net Output, and (b) each Party shall designate authorized representatives to
communicate with regard to scheduling and related matters arising hereunder.
SECTION 7 MOTIVE FORCE
Prior to the Effective Date of this Agreement, Seller provided to PacifiCorp a motive
force plan including an hourly wind profile acceptable to PacifiCorp in its reasonable discretion
and attached hereto as Exhibit F-i, together with a certification from a Licensed Professional
Engineer to PacifiCorp attached hereto as Exhibit F-2, certifying that the implementation of the
fuel or motive force plan can reasonably be expected to provide fuel or motive force to the
Facility for the duration of this Agreement adequate to generate power and energy in quantities
necessary to deliver the Average Annual Net Output
SECTION 8 GENERATION FORECASTING COSTS

8.1 Forecast Service Election PacifiCorp may, in its discretion, add forecasting
services for Seller's Facility to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contract and vendor may change during the term of this
Agreement.
8.2 Seller's Forecast-Cost Share. Pursuant to Commission Order No. 30497, Seller
shall be responsible for 50% of PacifiCorp's cost of adding such forecasting services ("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 PacifiCorp to Seller for Net Output
during the previous Contract Year ("Seller's Capped Forecast-Cost Share"). If the last
Contract Year of this Agreement is shorter than a full calendar year, the cap will be prorated for
that shortened year. For the year(s) prior to the second Contract Year of this agreement that
19
DRAFT
equals a full calendar 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 Year in equal payments for each month of such year except the last
month of such year. (For example, in a Contract Year equaling a full calendar year, Seller would
pay 1/11th of Seller's Forecast-Cost Share during each of the first 11 months.) In the last month
of each Contract Year, PacifiCorp shall refund to Seller the amount paid by Seller under this
Section in excess, if any, of Seller's Capped Forecast-Cost Share For a Contract Year
encompassed by just one calendar month, Seller's payment to PacifiCorp and PacifiCorp's
refund to Seller shall be calculated and paid simultaneously. To the extent practicable, payments
and refunds under this Section shall be netted and included in monthly payments and invoices
under Section 10
SECTION 9 METERING REPORTS AND RECORDS
9.1 Metering Equipment. PacifiCorp shall design, furnish, install, own, inspect, test,
maintain and replace all metering equipment required for purposes of Sections 9. 1.1 and 9.1.2.
9.1.1 Location of Metering Equipment. Metering shall be performed at the
location and in the manner specified in Exhibit B Seller, shall provide to PacifiCorp
meter readings of Net Output (or if Net Output is a composite reading, readings of all
meters necessary to calculate Net Output) in hourly increments, and any other data inputs
required to administer this Agreement Upon PacifiCorp's request, Seller shall provide
PacifiCorp with the same telemeter data that Seller provides to the Transmitting Entity(s),
if any, if such data is useful to PacifiCorp's administration of this 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 Interconnection, so that the
purchased amount reflects the net amount of power flowing into the Interconnected
Utility's electric system at the Point of Interconnection. The loss adjustment shall be a
reduction of 2% of the kWh energy production recorded on the Facility output meter until
actually measured and calibrated at the meter by PacifiCorp.
9.1.2 Maintenance of Metering Equipment PacifiCorp shall periodically
inspect, test, repair and replace the metering equipment required for purposes of Sections
9 1 J and 9.1.2 or at the request of Seller if Seller has reason to believe metering may be
off and requests an inspection in writing. Seller shall bear the cost for any Seller
requests If any of the inspections or tests disclose an error exceeding two percent (2 0/o),
either fast or slow, proper correction, based upon the inaccuracy found, shall be made of
previous readings for the actual period during which the metering equipment rendered
inaccurate measurements if that period can be ascertained. If the actual period cannot be
ascertained, the proper correction shall be made to the measurements taken during the
time the metering equipment was in service since last tested, but not exceeding three
Billing Periods, in the amount the metering equipment shall have been shown to be in
error by such test. Any correction in billings or payments resulting from a correction in
the meter records shall be made in the next monthly billing or payment rendered.
20
I
DRAFT
9.1.3 Costs of Metering Equipment. All PacifiCorp's costs relating to all
metering equipment installed to accommodate Seller's Facility shall be borne by Seller.
9.2 Telemetering. Seller shall provide telemetering equipment and facilities capable
of transmitting the following information concerning the Facility to PacifiCorp on a real-time
basis, and will operate such equipment when requested by PacifiCorp to indicate
(a)instantaneous MW output at the Point of Interconnection,
(b)Net Output, and
(c)the Facility's total instantaneous generation capacity.
Seller shall also transmit to PacifiCorp any other data from the Facility 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
require Seller to provide additional telemetering equipment and facilities to the extent necessary
and reasonable
9.3 Monthly Reports and Logs Within thirty (30) days after the end of each Billing
Period, Seller shall provide to PactfiCorp the following
9.3.1 Reports A report in electronic format, which report shall include (a)
summaries of the Facility's wind and output data for the Billing Period in intervals not to
exceed one hour (or such shorter period as is reasonably possible with commercially
available technology), including information from the Facility's computer monitoring
system; (b) summaries of any other significant events related to the construction or
operation of the Facility for the Billing Period; (c) details of Availability of the Facility
for the Billing Period sufficient to calculate Availability and including hourly average
wind velocity measured at turbine hub height and ambient air temperature, and (d) any
supporting information that PacifiCorp may from time to time reasonably request
(including historical wind data for the Facility)
9.3.2 Electronic Fault Log. Seller shall maintain an electronic fault log of
operations of the Facility during each hour of the term of this Agreement commencing on
the Commercial Operation Date. Seller shall provide PacifiCorp with a copy of the
electronic fault log within thirty (30) days after the end of the Billing Period to which the
fault log applies.
9.4 Cost of Performance Monitoring. Seller shall pay for and design, furnish, install,
own, inspect, test, maintain and replace all equipment required in order to record data required
for the reports and logs in Sections 9.3.
SECTION 10 BILLINGS COMPUTATIONS AND PAYMENTS
10.1 Payment for Net Output On or before the thirtieth (30th) day following the end of
each Billing Period, PacifiCorp shall send to Seller payment for Seller's deliveries of Net Output
21
DRAFT
to PacifiCorp, together with computations supporting such payment PacifiCorp may offset any
such payment to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement and
any other agreement(s) between the Parties Any such offsets shall be separately itemized on the
statement accompanying each payment to Seller.
10.2 Annual Invoicing for Output Shortfall. Thirty calendar days after the end of each
Contract Year, PacifiCorp shall deliver to Seller an invoice showing PacifiCorp's computation of
Output Shortfall, if any, for all Billing Periods in the prior Contract Year and Output Shortfall
Damages, if any. In preparing 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 Contract Year. Seller shall pay to PacifiCorp, by wire
transfer of immediately available funds to an account specified in writing by PacifiCorp or by
any other means agreed to by the Parties in writing from time to time, the amount set forth as due
in such invoice, and shall within thirty (30) days after receiving the invoice raise any objections
regarding any disputed portion of the invoice. Objections not made by Seller within the thirty-
day period shall be deemed waived.
10.3 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.
10.4 Disputed Amounts If either Party, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Party shall notify the other Party 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 within two (2) years of the date of the
invoice in which the error first occurred. If any amount disputed by such Party is determined to
be due to the other Party, or if the Parties resolve the payment dispute, the amount due shall be
paid within five (5) days after such determination or resolution, along with interest in accordance
with Section 10.3.
SECTION 11 SECURITY
11. 1 Delay Security
11.1.1 Duty to Post Security. By the date provided in Section 2.2.3, shall
post a letter of credit in the amount of ________ ("Delay Security"). The letter of credit
shall be an irrevocable standby letter of credit, from an institution that has a long-term
senior unsecured debt rating of "A" or greater from Standard & Poors or "A2" or greater
from Moody's, in a form reasonably acceptable to PacifiCorp, naming PacifiCorp as the
party entitled to demand payment and present draw requests thereunder. To the extent
PacifiCorp's draws on the letter of credit cause the remaining balance of the letter of
22
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credit to drop below _________, Seller, within 15 calendar days, shall restore the letter of
credit to no less than $______

11.1.2 Right to Draw on Security. PacifiCorp shall have the right to draw
on the Delay Security to collect Delay Liquidated Damages. Commencing on or about
first of each month, PacifiCorp will invoice Seller for Delay Liquidated Damages
incurred, if any, during the preceding month If Seller fails to pay any undisputed amount
within 30 calendar days of the invoice date, PacifiCorp shall draw such amount on the
Delay Secunty. The Parties will make billings and payments for Delay Liquidated
Damages in accordance with Section 10

11.1.3 Additional Security. In the event PacifiCorp reasonably determines
at any time that the remaining amount of Delay Security is less than the estimated value
of Delay Liquidated Damages (due to upward changes in market price and/or due to
Seller's inability to meet the Scheduled Commercial Operation Date), PacifiCorp may
demand that Seller post, and Seller will post within 5 business days of receipt of such
demand, additional Delay Security equal to the estimated (unpaid) Delay Liquidated
Damages.

11.1.4 Termination of Letter of Credit Unless PacifiCorp disputes whether
Seller has paid all Delay Liquidated Damages, Seller may terminate the Delay Security
letter of credit on or after the 180th calendar day following commencement of
Commercial Operation by providing PacifiCorp with no less than thirty-day advance
written notice of its intent to do so.

11.1.5 Default. Seller's failure to post and maintain Delay Security in
accordance with Section 11.1 will constitute an event of default, unless cured in
accordance with Section 12. 1.1 of this Agreement.
11.2 Default Security (Levelized Pricing Only. If Seller has adopted levelized pricing
for Net Output, by the date provided in Section 2.2.4, Seller will provide security to PacifiCorp
pursuant to Commission Order Nos 21690, 21800, 29482, 29587 and related orders ("Default
Security") as set forth in Addendum _[add addendum if Seller elects levelized pricing]
SECTION 12 DEFAULTS AND REMEDIES
12.1 The following events shall constitute defaults under this Agreement:

12.1.1 Non-Payment. Seller's failure to make a payment when due under
this Agreement or post and maintain security 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 Party gives the defaulting Party a notice of the default

12.1.2 Breach of Material Term. Breach by a Party of a representation or
warranty set forth in this Agreement, if such failure or breach is not cured within thirty
(30) days following written notice.
23

12.1.3 Default on Other Agreements Seller's failure to cure any default
under any commercial or financing agreements or instrument (including the Generation
Interconnection Agreement and Transmission Agreement(s)) within the time allowed for
a cure under such agreement or instrument

12.1.4 Insolvency. A Party (a) makes an assignment for the benefit of its
creditors; (b) files a petition or otherwise commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any bankruptcy or similar law
for the protection of creditors, or has such a petition filed against it and such petition is
not withdrawn or dismissed within sixty (60) days after such filing; (c) becomes
insolvent; or (d) is unable to pay its debts when due.

12.1.5 Material Adverse Change A Material Adverse Change has occurred
with respect to Seller and Seller fails to provide such performance assurances as are
reasonably requested by PacifiCorp, within fifteen (15) days from the date of such
request

12.1.6 Sale to Third-Party. Seller's sale of Net Output to an entity other
than PacifiCorp, as prohibited by Section 4.2.

12.1.7 Non-Delivery. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy to the Point of Delivery for three consecutive
calendar months.

12.1.8 A Party otherwise fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set forth in Section 2.2) imposed
upon that Party by this Agreement if the failure is not cured within thirty (30) days after
the non-defaulting Party gives the defaulting Party notice of the default; provided,
however, that, upon written notice from the defaulting Party, this thirty (30) day period
shall be extended by an additional ninety (90) days if (a) the failure cannot reasonably be
cured within the thirty (30) day period despite diligent efforts, (b) the default is capable
of being cured within the additional ninety (90) day period, and (c) the defaulting Party
commences the cure within the original thirty (30) day period and is at all times thereafter
diligently and continuously proceeding to cure the failure.
12.2 In the event of any default hereunder, the non-defaulting Party must notify the
defaulting Party in writing of the circumstances indicating the default and outlining the
requirements to cure the default If the default has not been cured within the prescribed time,
above, the non-defaulting Party may terminate this Agreement at its sole discretion by delivering
written notice to the other Party and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in this Section 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 facility using the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of this Agreement, including but not limited to the purchase prices as set forth in
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(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
PacifiCorp agree to execute a written document ratifying the terms of this Agreement.
12.4 If this Agreement is terminated as a result of Seller's default, Seller shall pay
PacifiCorp for Output Shortfall for a period of eighteen (18) months from the date of termination
plus the estimated administrative cost to acquire the replacement power.
12.5 Recoupment of Damages
(a)Default Security Available If Seller has posted Default Security,
I PacifiCorp may draw upon that security to satisfy any damages, above
(b)Default Security Unavailable If Seller has not posted Default Security, or
if PacifiCorp has exhausted the Default Security, PacifiCorp may (in
addition to any other remedy at law) collect any remaining amount owing
by partially withholding future payments to Seller over a reasonable
period of time. PacifiCorp and Seller shall work together in good faith to
establish the period, and monthly amounts, of such withholding so as to
avoid Seller's default on its commercial or financing agreements
necessary for its continued operation of the Facility.
12.6 Upon an event of default or termination event resulting from default under this
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 withhold
payment), the non-defaulting Party may at its option set-off, against any amounts owed to the
defaulting Party, any amounts owed by the defaulting Party under any contract(s) or
agreement(s) between the Parties. The obligations of the Parties shall be deemed satisfied and
discharged to the extent of any such set-off. The non-defaulting Party shall give the defaulting
Party written 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 paragraph shall be due within five (5)
business days after any invoice from PacifiCorp for the same.
SECTION 13: INDEMNIFICATION
13.1 Indemnities.
13.1.1 Indemnity by Seller. Seller shall release, indemnify and hold
harmless PacifiCorp, its directors, officers, agents, and representatives against and from
any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at trial and on appeal, resulting from, or arising out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and at the Point of
Delivery, (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facility, or (d) arising from this Agreement, including without
limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise,
to, or death of, persons, or for damage to, or destruction or economic loss of property
25
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belonging to PacifiCorp, Seller or others, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of PacifiCorp, its directors,
officers, employees, agents or representatives.
13.1.2 Indemnity by PacifiCorp PacifiCorp shall release, indemnify and
hold harmless Seller, its directors, officers, agents, lenders and representatives against
and from any and all loss, fines, penalties, claims, actions or suits, including costs and
attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any way
connected with the energy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or
economic loss of property, excepting only such loss, claim, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, officers, employees,
agents, lenders or representatives
13.2 No Dedication. Nothing in this Agreement shall be construed to create any duty
to, any standard of care with reference to, or any liability to any person not a Party to this
Agreement. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the other Party or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an independent individual or entity.
13.3 CONSEQUENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE.
SECTION 14: LIABILITY AND INSURANCE
14.1 Insurance Coverage Requirements Without limiting any liabilities or any other
obligations of Seller, Seller shall, prior to the Effective Date, secure and continuously carry with
insurers acceptable to PacifiCorp the following insurance coverage
26
DRAFT
14.1.1 Special Form Property insurance providing coverage in an amount at
least equal to the full replacement value of the Facility against
special form property physical loss or damage with normal and
customary exclusions, including coverage for earth earthquake,
flood, and boiler and machinery. This property insurance may
contain separate sub-limits and deductibles This property insurance
will be maintained in accordance with terms available in the
insurance market for similar facilities
14.1.2 Employers' Liability insurance with minimum limits of $1,000,000
applicable to each accident/disease-each employee/disease-policy
limit
14.1.3 Commercial General Liability insurance, to include contractual
liability, premises and operations, and broad form property damage,
with a minimum single limit of $1,000,000 each
occurrence/$2,000,000 general aggregate to protect against and from
loss by reason of injury to persons or damage to property based upon
and arising out of the activity under this Agreement
14.1.4 Business Automobile Liability insurance with a minimum single
limit of $1,000,000 each accident for bodily injury and property
damage with respect to Seller's vehicles whether owned, hired or
non-owned, assigned to or used in connection with this Agreement
14.1.5 Umbrella Liability insurance with a minimum limit of $5,000,000
each occurrence/aggregate where applicable to be excess of the
coverages and limits required in Employers' Liability insurance,
Commercial General Liability insurance, and Business Automobile
Liability insurance above. Seller shall notify PacifiCorp, if at any
time this minimum umbrella limit is not available during the term of
this Agreement, and may be required to purchase additional limits of
coverage.
14.1.6 The Commercial General Liability policy required herein shall
include i) provisions or endorsements naming PacfiCorp, its
Directors, Officers, agents and employees as additional insureds, and
ii) cross liability coverage so that the insurance applies separately to
each insured against whom claim is made or suit is brought, even in
instances where one insured claims against or sues another insured.
14.1.7 All liability policies required by this Agreement shall include
provisions that such insurance is primary insurance with respect to
the interests of PacifiCorp and that any other insurance maintained
by PactfiCorp is excess and not contributory insurance with the
insurance required hereunder, and provisions that such policies shall
not be canceled or their limits of liability reduced without 1) ten (10)
27
DRAFT
days prior written notice to PacifiCorp if canceled for nonpayment of
premium, or 2) thirty (30) days prior written notice to PacifiCorp if
canceled for any other reason. A certificate in a form satisfactory to
PacifiCorp certifying to the issuance of such insurance, shall be
furnished to PacifiCorp Commercial General Liability coverage
written on a "claims-made" basis, if any, shall be specifically
identified on the certificate. If requested by PacifiCorp, a copy of
each insurance policy, certified as a true copy by an authorized
representative of the issuing insurance company, shall be furnished
to PacifiCorp.
14.1.8 Insurance coverage provided on a "claims-made" basis shall be
maintained by Seller for a minimum period of five (5) years after the
completion of this Agreement.
14.2 Periodic Review. PacifiCorp may review this schedule of required insurance
provided in Section 14 as often as once every two (2) years. PacifiCorp may in its discretion
require the Seller to make changes to the insurance coverage requirements in this Section 14 to
the extent reasonably necessary to cause such policies and coverages to conform to the insurance
policies and coverages typically obtained or required for power generation facilities comparable
to the Facility at the time of PacifiCorp's review takes place with the consent of Seller, which
shall not be unreasonably withheld.
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 Party is unable to prevent or overcome By way of example,
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil
strife, strikes, and other labor disturbances, earthquakes, fires, lightning, epidemics, sabotage,
restraint by court order or other delay or failure in the performance as a result of any action or
inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of
such Party, (ii) by the exercise of reasonable foresight such Party could not reasonably have been
expected to avoid and (iii) by the exercise of due diligence, such Party shall be unable to prevent
or overcome. Force Majeure, however, specifically excludes the cost or availability of fuel or
motive force to operate the Facility or changes in market conditions that affect the price of
energy or transmission If either Party is rendered wholly or in part unable to perform its
obligation under this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever performance is affected by the event of Force Maj cure, provided that
15.1.1 the non-performing Party, shall, within two (2) weeks after the
occurrence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence, including the start date of the Force Maj cure, the cause of
Force Majeure, whether the Facility remains partially operational and the expected end
date of the Force Majeure;
28
DRAFT

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 the non-performing Party uses its best efforts to remedy its inability
to perform; and

15.1.4 the non-performing Party shall provide prompt written notice to the
other Party at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure
15.2 No obligations of either Party which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Party shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Party involved in the dispute, are contrary to
the Party's best interests
SECTION 16 SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association, trust,
partnership or Joint venture or to impose a trust or partnership duty, obligation or liability
between the Parties. If Seller includes two or more parties, each such party shall be jointly and
severally liable for Seller's obligations under this Agreement
SECTION 17: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 18 PARTIAL INVALIDITY
It is not the intention of the Parties to violate any laws governing the subject matter of this
Agreement If any of the terms of the Agreement are finally held or determined to be invalid,
illegal or void as being contrary to any applicable law or public policy, all other terms of the
Agreement shall remain in effect. If any terms are finally held or determined to be invalid,
illegal or void, the Parties shall enter into negotiations concerning the terms affected by such
decision for the purpose of achieving conformity with requirements of any applicable law and
the intent of the Parties to this Agreement.
SECTION 19: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement must
29
I 0 i I
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 thereafter of
copies of all local, state and federal licenses, permits and other approvals as then may be required
by law for the construction, operation and maintenance of the Facility.
SECTION 21: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained Such consent shall not be unreasonably withheld Notwithstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may convey or transfer substantially all of its electric utility assets, shall automatically, without
further 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 article 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 writing, regarding PacifiCorp's purchase of
Net Output from the Facility No modification of this Agreement shall be effective unless it is in
writing and signed by both Parties.
22.2 By executing this Agreement, each Party releases the other from any claims,
known or unknown, that may have arisen prior to the Effective Date with respect to the Facility
and any predecessor facility proposed to have been constructed on the site of the Facility.
SECTION 23 NOTICES
All notices except as otherwise provided in this Agreement shall be in writing, shall be directed
as follows and shall be considered delivered if delivered in person or when deposited in the U.S.
Mail, postage prepaid by certified or registered mail and return receipt requested
Notices PacifiCorp Seller
All Notices PacifiCorp
825 NE Multnomah Street Portland,
30
DRAFT
Notices PacifiCorp Seller
OR 97232
Attn: Contract Administration,
Suite 600
Phone: (503) 813 - 5952
Facsimile: (503) 813 - 6291
Duns 00-790-9013
Federal Tax ID Number 93-0246090
All Invoices Attn: Back Office, Suite 700
Phone (503) 813 - 5578
Facsimile: (503) 813 - 5580
Scheduling: Attn: Resource Planning, Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 - 6265
Payments: Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 —5580
Wire Transfer: Bank One N.A.
To be provided in separate letter from
PacifiCorp to Seller
Credit and Attn: Credit Manager, Suite 1900
Collections: Phone: (503) 813 - 5684
Facsimile: [phone]
With Additional Attn: PacifiCorp General Counsel
Notices of an Phone: [phone]
Event of Default Facsimile: [phone]
or Potential
Event of Default
to
The Parties may change the person to whom such notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Section.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in their respective names as of the date first above written.
PacifiCorp Seller
31
DRAFT
By:
Name Name:
Title Title:
32
DRAFT
EXHIBIT A
DESCRIPTION OF SELLER'S FACILITY
[Seller to Completel
Seller's Facility consists of manufactured by
More specifically, each generator at the Facility is described as:
Type (synchronous or inductive)
Model
Number of Phases:
Rated Output (kW): Rated Output (kVA):
Rated Voltage (line to line)
Rated Current (A) Stator A, Rotor A
Maximum kW Output: kW Maximum kVA Output: kVA
Minimum kW Output: kW
Manufacturer's Guaranteed Cut-in Wind Speed [if applicable]:
Facility Capacity Rating: kW at
Identify the maximum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating
Station service requirements, and other loads served by the Facility, if any, are described
as follows:
Location of the Facility: The Facility is located in County, Idaho. The location
is more particularly described as follows
[legal description of parcel]
Power factor requirements:
Rated Power Factor (PF) or reactive load (kVAR)
Attach documentation of the power curve for the generator(s).
A-i
DRAFT
EXHIBIT B
POINT OF INTERCONNECTION / PONT OF DELIVERY / INTERCONNECTION
FACILITIES / TRANSMISSION PATH
[Seller to provide its own diagram and description]
Instructions to Seller
1 Include description of point of metering, and Point of Interconnection
2 Include description of Point of Delivery
3. Provide interconnection single line drawing of Facility including any transmission
facilities on Seller's side of the Point of Interconnection.
4 Provide transmission single line drawing of the transmission path from the Point of
Interconnection to the Point of Delivery as the path is defined in the Transmission Agreement(s)
B - i
DRAFT
EXHIBIT C
REQUIRED FACILITY DOCUMENTS
Qualifying Facility Number from FERC
The following Documents are required to complete this project
Facility Site Lease
Easements:
Permits
Executed Transmission Services Agreement with Transmission Entity
DRAFT
EXHIBIT D
ENERGY DELIVERY SCHEDULE
[Project Name]
Scheduled Monthly
Energy Delivery, kWh Average kW/month
January
February
March
April
May
June
July
August
September
October
November
December
TOTAL:
Planned Outages Seller will provide a Planned Outage schedule annually not to exceed
hours per per year.
D-1
DRAFT
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to permit safe and efficient start-up of the Facility, which may
include but are not limited to:
1.Test of mechanical and electrical equipment;
2.Calibration of all monitoring instruments;
3 Operating tests of all valves, operators, motor starters and motor,
4 Alarms, signals, and fail-safe or system shutdown control tests,
5 Point-to-point continuity tests,
6 Bench tests of protective devices, and
7 Tests required by manufacturer(s) and designer(s) of equipment
Required start-up tests are those checks and tests necessary to determine that all features
and equipment, systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp's electrical system, which may include but are
not limited to:
1. Turbine/generator mechanical runs and functionality;
2 System operation tests,
3 Brake tests,
4 Energization of transformers,
5 Synchronizing tests (manual and auto),
6 Excitation and voltage regulation operation tests,
7.Auto stop/start sequence;
8.Completion of any state and federal environmental testing requirements; and
9.Tests required by manufacturer(s) and designer(s) of equipment.
DRAFT
For wind projects only, the following Wind Turbine Generator Installation Checklists are
required documents to be signed off by Manufacturer or Subcontract Category Commissioning
Personnel as part of the Commissioning and startup testing:
Turbine Installation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Checklists including Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E-2
DRAFT
EXHIBIT F-i
MOTIVE FORCE PLAN
WIND SPEED DATA SUMMARIES & HOURLY WIND PROFILE
DRAFT
EXHIBIT F-2
ENGINEER'S CERTIFICATION
(1)THAT THE WIND DATA SUMMARIES IN EXHIBIT F-i ARE ACCURATE,
[Licensed Professional Engineer's certification]
(2)THAT THE AVERAGE ANNUAL NET OUTPUT ESTIMATE IS KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT BASED ON
THE MOTIVE FORCE PLAN IN EXHIBIT F-i,
[Licensed Professional Engineer's certification]
(3)THAT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS, LIKELY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH
[Licensed Professional Engineer's certification]
DRAFT
EXHIBIT G
SAMPLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5 1 (TO BE COMPLETED)
G-1
DRAFT
EXHIBIT H
Seller Authorization to Release Generation Data to PacifiCorp
[Interconnection Customer Letterhead]
[Address to Interconnected Utility]
RE: Interconnection Request
Dear Sir
[Seller] hereby voluntarily authorizes _________[Interconnected Utility] to
share [Seller]'s generator interconnection information and generator meter
data relating to [Seller]' s Qualifying Facility located in the town
of , County, with Marketing Affiliate employees of
PacifiCorp Energy, including, but not limited to those in the Commercial and Trading group
[Seller] acknowledges that PacifiCorp did not provide it any preferences,
either operational or rate-related, in exchange for this voluntary consent
Name
Title
Date
H - i
DRAFT
ADDENDUM W
GENERATION SCHEDULING ADDENDUM
WHEREAS, Seller's Facility will not interconnect directly to PacifiCorp Transmission's
electric system;
WHEREAS, Seller and PacifiCorp Transmission have not executed, and will not execute,
a generation interconnection agreement in conjunction with the Power Purchase Agreement,
WHEREAS, Seller has elected to exercise its right under PURPA to deliver Net Output
from it's QF Facility to PacifiCorp via one (or more) Transmitting Entities
WHEREAS, PacifiCorp desires that Seller schedule delivery of Net Output to the Point
of Delivery on a firm, hourly basis;
WHEREAS, PacifiCorp does not intend to buy, and Seller does not intend to deliver,
more or less than Net Output from the Facility (except as expressly provided, below),
THEREFORE, Seller and PacifiCorp do hereby agree to the following, which shall
become part of their Power Purchase Agreement:
DEFINITIONS
The meaning of the terms defined in the Power Purchase Agreement ("this Agreement")
and this Addendum W shall apply to this Addendum
"Day" means midnight to midnight, prevailing local time at the Point of Delivery, or any
other mutually agreeable 24-hour period
"Energy Imbalance Accumulation," or "EIA," means, for a given Settlement Period,
the accumulated difference (beginning at zero (0) at the start of each Settlement Period) between
Seller's Net Output and the energy actually delivered at the Point of Delivery. Each Settlement
Period contains two independent EIAs, one for On-Peak Hours and one for Off-Peak Hours. A
positive accumulated difference indicates Seller's delivery of Surplus Delivery.
"Firm Delivery" means uninterruptible transmission service that is reserved and/or
scheduled between the Point of Interconnection and the Point of Delivery pursuant to Seller's
Transmission Agreement(s)
"Settlement Period" means one month unless changed pursuant to Section 9 of this
Addendum.
"Supplemented Output" means any increment of scheduled hourly energy or capacity
delivered to the Point of Delivery in excess of the Facility's Net Output during that same hour.
"Surplus Delivery" means any energy delivered to the Point of Delivery by the Facility
in excess of hourly Net Output that is not offset by the delivery of energy to the Point of
Delivery in deficit of hourly Net Output during the Settlement Period. PacifiCorp shall accept
Surplus Delivery, but shall not pay for it.
W-1
I
I
SELLER'S OBLIGATIONS IN LIEU OF THOSE CONTAINED IN A
GENERATION INTERCONNECTION AGREEMENT.
1. Seller's Responsibility to Arrange for Delivery of Net Output to Point of
Delivery. Seller shall arrange for the Finn Delivery of Net Output to the Point of Delivery.
Seller shall comply with the terms and conditions of the Transmission Agreement(s) between the
Seller and the Transmitting Entity(s) Delivery of Net Output via non-firm transmission rights
shall be considered a material breach under Section 12.1.2 of this Agreement
2 Seller's Responsibility to Schedule Delivery. Seller shall coordinate with the
Transmitting Entity(s) to provide PacifiCorp with a schedule of the next Day's hourly scheduled
Net Output deliveries to the Point of Delivery at least 24 (twenty-four) hours prior to the
beginning of the day being scheduled, and otherwise in accordance with the WECC
Prescheduling Calendar (which is updated annually and may be downloaded at:
http://www.wecc.bizl ).
3. Seller's Responsibility to Maintain Interconnection Facilities. PacifiCorp
shall have no obligation to install or maintain any interconnection facilities on Seller's side of the
Point of Interconnection PacifiCorp shall not pay any costs arising from Seller interconnecting
its Facility with the Transmitting Entity(s)
4 Seller's Responsibility to Pay Transmission Costs Seller shall make all
arrangements for, and pay all costs associated with, transmitting firm delivery of Net Output to
PacifiCorp, scheduling energy into the PacifiCorp system and any other costs associated with
firm delivery of the Seller's Net Output to the Point of Delivery.
5. Energy Reserve Requirements. The Transmitting Entity(s) shall provide all
generation reserves as required by the WECC and/or as required by any other governing agency
or industry standard to deliver the Net Energy to the Point of Delivery, at no cost to PacifiCorp.
6 Seller's Responsibility to Report Net Output On or before the tenth (10th) day
following the end of each Billing Period, Seller shall send a report documenting hourly station
service, Inadvertent Energy (energy delivered to the Point of Interconnection at an average
hourly rate exceeding the Maximum Facility Delivery Rate), and Net Output from the Facility
during the previous Billing Period, in columnar format substantially similar to the attached
Example 1 If requested, Seller shall provide an electronic cop' opy of the data used to calculate Net
Output, in a standard format specified by PacifiCorp For each day Seller is late delivering the
certified report, PacifiCorp shall be entitled to postpone its payment deadline in Section 10.1 of
this Agreement by one day. Seller hereby grants PacifiCorp the right to audit its certified reports
of hourly Net Output. In the event of discovery of a billing error resulting in underpayment or
overpayment, the Parties agree to limit recovery to a period of three years from the date of
discovery.
7. Seller's Supplemental Representations and Warranties. In addition to the
Seller's representations and warranties contained in Section 3.2 of this Agreement, Seller
warrants that:
(a) Seller's Supplemented Output, if any, results from Seller's purchase of
some form of energy imbalance ancillary service;
W-2
DRAFT
(b)The Transmitting Entity(s) requires Seller to procure the service, above, as
a condition of providing transmission service,
(c)The Transmitting Entity(s) requires Seller to schedule deliveries of Net
Output to the Point of Delivery in increments of no less than one (1) megawatt,
(d)Seller is not attempting to sell PacifiCorp energy or capacity in excess of
its Net Output; and
(e)The energy imbalance service, above, is designed to correct a mismatch
between energy scheduled by the QF and the actual real-time production by the QF.
8. Seller's Right to Deliver Supplemented Output. In reliance upon Seller's
warranties in Section 7 of this Addendum, PacifiCorp agrees to accept and pay for Supplemented
Output by treating it as Net Output for those purposes, provided, however, that Seller agrees to
achieve an ETA of zero (0) kilowatt-hours during On-Peak Hours and an ETA of zero (0)
kilowatt-hours during Off-Peak Hours at the end of each Settlement Period
(a)Remedy for Seller's Positive Energy Imbalance Accumulations In the
event Seller does not achieve zero (0) ETA at the end of a Settlement Period, any positive
balance shall be Surplus Delivery and shall not be included in or treated as Net Output.
PacifiCorp will include an accounting of Surplus Delivery in each monthly statement
provided to Seller pursuant to Section 10.1 of this Agreement.
(b)Negative Energy Imbalance Accumulations. A negative EIA at the end
of a Settlement Period (indicating that the Transmitting Entity has delivered less than
Seller's Net Output) will not result in any corresponding compensation by PacifiCorp
9 PacifiCorp's Option to Change Settlement Period In the event PacifiCorp
reasonably determines that doing so likely will have a de minimis net effect upon the cost of
Seller's Net Output to PacifiCorp, it may elect to enlarge the Settlement Period, up to a
maximum of one Contract Year. Conversely, if PacifiCorp reasonably determines, based on the
QF's performance during the current year, that reducing the Settlement Period likely will
significantly lower the net cost of Seller's Net Output to PacifiCorp, it shall have the right to
shorten Seller's ETA settlement period beginning the first day of the following Contract Year.
However, in no case shall the Settlement Period be less than one month. If a Settlement Period
does not coincide with a Billing Period, PacifiCorp shall deduct any amount paid for Surplus
Delivery during that Settlement Period from the Billing Period terminating concurrently or
soonest subsequently to the Settlement Period.
W-3
DRAFT
Example of Seller's Output Reporting Requirement
E F C (=Max(O,
A B (=A-B) D C-D)) (C-E)
Meter
reading
Meter Reading'1' Station Adjusted Maximum
Hour at Point of Power Gross Facility Inadvertent Net
ending Interconnection Meter* Output Delivery Energy Output
Day (HE) (MWh) (MWh) (MWh) Rate (MW) (MWh) (MWh)
M' Seller shall show adjustment of Meter Reading for losses, if any, between point of metering
and the Point of Interconnection, in accordance with Section 9.1.
* Does not apply if Station Service is provided from the gross output of the Facility.
Snowy Michael
From: James T. Carkulis [[e-mail] ]
Sent Wednesday April 01 2009 4:39 PM
To: Griswold, Bruce {Mkt Function)
Cc: Collin Rudeen; Younie, John
Subject: Re: PURPA contract requests
Bruce:
Let's move forward on a 20 MW project until we figure out the rest. Let's use XRG-DP 10 for now as the project.
Thank you.
Regards
James T Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208336.9793
[f] 208.336.9431
[m] 406.459.3013
[e] mtliin-tch.cpm
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the original message
to us at the above address via first class, express mail. Thank you
Original Message ---
To: James T. Carkulis
Cc: Collin Rudeen ; Younie, John
Sent: Monday, March 23, 2009 11:34 AM
Subject RE PURPA contract requests
James,
As a follow-up to your QF requests, we have worked through transmission alternatives at Borah for your six
proposed QF projects. Based on your proposed delivery point to the Borah substation, we only have
import capabilities to our Utah system to serve load from Brady on a firm basis of 23 MW total. Based on your
requests, we can accommodate a single 20MW project. For a transaction at Borah, Pac would do redirect of
existing Borah reservation to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects We will need to know which of the
standard projects you would like to proceed with. We are currently preparing a draft intermittent resource PPA
and can provide you the document the end of this week or first of next week As you are aware, new avoided
costs have been approved for the standard QF PPA and are published on the Idaho PUC website
Let me know if you have questions. I will forward you the draft PPA as soon as we finish it up.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From James T Carkulis [mailto mtli@in-tch com]
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce {Mkt Function}; Collin Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject Re PURPA contract requests
I
Bruce
I believe you have the motive force raw data and also compilations and analyses
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these
finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations
We anticipate having online dates for these projects by 12-December-201 0
FøI UD,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208.336.9793
(0 208.336.9431
[m] 406.459.3013
[e( mtli(Din-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the
original message to us at the above address via first class, express mail. Thank you
I ----- Oriqinal MessaQe -----
7067 Collin Rudeen James Carkulis Lawrence R Leib
Cc Younie John
Sent: Friday, January 23, 2009 3:04 PM
Subject RE: PURPA contract requests
here is the call in information - the time is 9AM Mountain and 8AM Pacific.
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
America/Los—Angeles. If provided, use the following password: 121212
To attend a Voice Conference Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and
enter Mtg ID 121212 when prompted
2
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From collin rudeen1cirnail corn [mailto collin rudeen@lgmail corn] On Behalf Of Collin Rudeen
Sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce (Mkt Function)
Cc: Younie, John; Peter Richardson; James Carkulis; Lawrence R. Leib
Subject: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the call. James and maybe
Larry Leib will be on the call, in addition to myself.
Regards,
Collin
On Thu, Jan 22, 2009 at 10:18 AM, Griswold, Bruce {Mkt Function) <Bruce Griswold@pacificorp corn>
wrote:
Collin
Thanks for the documents. We will review and schedule a time to discuss all projects next week. Purpose of
the call would be to clarify the submittals, schedules, and deliverables. Who should we schedule the call
with? We would tentative look at Wednesday for a call.
If Pete will on the call, we will schedule to have our attorney also. Thanks.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From collin rudeencThpmail corn [mailto collin rudeengmail corn] On Behalf Of Collin Rudeen
Sent: Thursday, January 22, 2009 7:51 AM
To: Griswold, Bruce {Mkt Function); Younie, John
Cc Peter Richardson, James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please see the three attached files, sent at Peter Richardson's request.

Regards,
I
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
[e-mail]
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited If you have received this communication in error, please
I

immediately notify us by telephone, and return the original message to
us at the above address
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 2OR979
crudeen2lexergvdevelopment corn
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
4
DRAFT
THIS WORKING DRAFT DOES NOT CONSTITUTE A BINDING OFFER, SHALL NOT FORM THE
BASIS FOR AN AGREEMENT BY ESTOPPEL OR OTHERWISE, AND IS CONDITIONED UPON EACH
PARTY'S RECEIPT OF ALL REQUIRED MANAGEMENT APPROVALS (INCLUDING FINAL CREDIT
AND LEGAL APPROVAL) AND ALL REGULATORY APPROVALS. ANY ACTIONS TAKEN BY A
PARTY IN RELIANCE ON THE TERMS SET FORTH IN THIS WORKING DRAFT OR ON STATEMENTS
MADE DURING NEGOTIATIONS PURSUANT TO THIS WORKING DRAFT SHALL BE AT THAT
PARTY'S OWN RISK UNTIL THIS AGREEMENT IS NEGOTIATED, APPROVED BY MANAGEMENT,
SIGNED, DELIVERED AND APPROVED BY ALL REQUIRED REGULATORY BODIES, NO PARTY
SHALL HAVE ANY OTHER LEGAL OBLIGATIONS, EXPRESSED OR IMPLIED, OR ARISING IN ANY
OTHER MANNER UNDER THIS WORKING DRAFT OR IN THE COURSE OF NEGOTIATIONS.
POWER PURCHASE AGREEMENT
BETWEEN
[a non-fueled, Intermittent Resource with Mechanical Availability Guarantee, Idaho
Qualifying Facility—i OaMWIMonth or less]
AND
PAC1FICORP
Section 1 Definitions 1
Section 2: Term, Commercial Operation Date ...................................................................8
Section 3 Representations and Warranties 9
Section 4: Delivery of Power; Availability Guaranty ....................................................... .11
Section 5 Purchase Prices 13
Section 6: Operation and Control .....................................................................................16
Section 7 Motive Force 19
Section 8 Generation Forecasting Costs 20
Section 9 Metering, Reports and Records 20
Section 10: Billings, Computations and Payments ........................................................... 22
Section11: Security..........................................................................................................23
Section 12: Defaults and Remedies .................................................................................. 24
Section13: Indemnification .............................................................................................. 26
Section 14: Liability and Insurance .................................................................................. 27
Section 15: Force Majeure ................................................................................................ 28
Section 16: Several Obligations ........................................................................................ 29
Section 17 Choice of Law 29
Section 18 Partial Invalidity 30
Section 19 Waiver 30
Section 20 Governmental Jurisdiction and Authorizations 30
Section 21: Successors and Assigns .................................................................................30
Section 22: Entire Agreement ........................................................................................... 30
Section23: Notices ........................................................................................................... 31
DRAFT
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT, entered into this day of , 20_,
is between [Seller's name], an [Seller's
state of incorporation] [corporation, partnership, or limited liability company]
(the "Seller") and PacifiCorp, an Oregon corporation acting in its merchant function capacity
("PaciliCorp") Seller and PacifiCorp are referred to collectively as the "Parties" and
individually as a "Party"
RECITALS
A Seller intends to construct, own, operate and maintain a
[state type of facility] facility for the generation of
electric power located in [City, County] with an expected
Facility Capacity Rating of -kilowatts (kW) ("Facility")
B Seller intends to operate the Facility as a Qualifying Facility, as such term is
defined in Section 1.50 below.
C. Seller estimates that the average annual Net Output to be delivered by the Facility
to PacifiCorp is kilowatt-hours (kWh) ("Average Annual Net Output") pursuant
to the monthly Energy Delivery Schedule in Exhibit D hereto, which amount of energy
PacifiCorp will include in its resource planning
D PacifiCorp intends to designate Seller's Facility as a Network Resource for the
purposes of serving Network Load
E This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jurisdictional
Cost Allocation Revised Protocol and, as such, the costs of QF energy under this Agreement
shall be allocated as a system resource unless any portion of those costs exceeds the cost
PacifiCorp would have otherwise incurred acquiring comparable resources. In that event, the
Revised Protocol assigns those excess costs on a situs basis to the state in which the Facility is
located. In addition, for the purposes of inter-jurisdictional cost allocation, PacifiCorp represents
that the costs of this Agreement do not exceed the costs PacifiCorp would have otherwise
incurred acquiring resources in the market that are defined as "Comparable Resources" in
Appendix A to the Inter-Jurisdictional Cost Allocation Revised Protocol For the purposes of
inter-jurisdictional cost allocation, PacifiCorp represents that the costs and revenues from the
energy and capacity sold to Seller by PacifiCorp will be assigned on a situs basis to the state to
which Net Output from the Facility is delivered
F. Seller [] has [j has not authorized Transmission Provider to release generation
data to PacifiCorp. If yes, the authorization is attached as Exhibit H.
NOW, THEREFORE, the Parties mutually agree as follows:
SECTION 1 DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings
1
DRAFT

1.1 "As-built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completion of construction of the Facility, accurately describing the completed
Facility.
1.2 "Availability" means, for any Billing Period, the ratio, expressed as a percentage,
of (x) the aggregate sum of the turbine-minutes in which each of the Wind Turbines at the
Facility was available to generate at the Maximum Facility Delivery Rate during the Billing
Period over (y) the product of the number of Wind Turbines that comprise the Facility Capacity
Rating as of Commercial Operation multiplied by the number of minutes in such Contract Year.
A Wind Turbine shall be deemed not available to operate during minutes in which it is (a) in an
emergency, stop, service mode or pause state, (b) in "run" status and faulted, or (c) otherwise not
operational or capable of delivering at the Maximum Facility Delivery Rate to the Point of
Delivery, unless if unavailable due solely to (i) a default by PacifiCorp, (ii) a curtailment in
accordance with Section 6.2.1 or Section 6'.2.2(b) or (d), or (iii) insufficient 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)

1.3 "Billing Period" means the time period between PacifiCorp's reading of its power
purchase meter at the Facility and for this Agreement shall coincide with calendar months.

1.4 "Commercial Operation" means that not less than the 90% of the expected
Facility Capacity Rating is fully operational and reliable and the Facility is fully interconnected,
fully integrated, and synchronized with the System, all of which shall be Seller's responsibility to
receive or obtain, and which occurs when all of the following events (i) have occurred, and (II)
remain simultaneously true and accurate as of the date and moment on which Seller gives
PacifiCorp notice that Commercial Operation has occurred
1.4.1 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facility Capacity Rating of the Facility at
the anticipated time of Commercial Operation and (b) stating that the Facility is able to
generate electric power reliably in amounts required by this Agreement and in accordance
with all other terms and conditions of this Agreement.
1.4.2 Start-Up Testing of the Facility has been completed in accordance
with Exhibit E.
1.4.3 PacifiCorp has received a certificate (attached hereto as Exhibit I)
addressed to PacifiCorp from a Licensed Professional Engineer, an attorney in good
standing in Idaho, or a letter from Transmission Provider, stating that, in accordance with
the Generation Interconnection Agreement, all required interconnection facilities have
been constructed, all required interconnection tests have been completed and the Facility
is physically interconnected with the System in conformance with the Generation
Interconnection Agreement and able to deliver energy consistent with the terms of this
Agreement, and the Facility is fully integrated and synchronized with the System.
1.4.4 PacifiC orp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good standing in Idaho, stating that
2
DRAFT
Seller has obtained all Required Facility Documents and, if requested by PacifiCorp in
writing, Seller shall have provided copies of any or all such requested Required Facility
Documents.
1.4.5 Seller has complied with the security requirements of Section 11.
Seller shall provide written notice to PacifiCorp stating when Seller believes that the Facility has
achieved Commercial Operation and its Facility Capacity Rating accompanied by the certificates
described above PacifiCorp shall have ten days after receipt either to confirm to Seller that all
of the conditions to Commercial Operation have been satisfied or have occurred, or to state with
specificity what PacifiCorp reasonably believes has not been satisfied If, within such ten day
period, PacifiCorp does not respond or notifies Seller confirming that the Facility has achieved
Commercial Operation, the original date of receipt of Seller's notice shall be the Commercial
Operation Date. If PacifiCorp notifies Seller within such ten day period that PacifiCorp believes
the Facility has not achieved Commercial Operation, Seller must address the concerns stated in
PacifiCorp's notice to the mutual satisfaction of both Parties, and Commercial Operation shall
occur on the date of such satisfaction, as specified in a notice from PacifiCorp to Seller. If
Commercial Operation is achieved at less than one hundred percent (100%) of the expected
Facility Capacity Rating, Seller shall provide PacifiCorp an expected date for achieving the
expected Facility Capacity Rating, and the Facility Capacity Rating on that date shall be the final
Facility Capacity Rating under this Agreement In no event will delay in achieving the expected
Facility Capacity Rating beyond the Commercial Operation Date postpone the Expiration Date
specified in Section 2 1
1.5 "Commercial Operation Date" means the date the Facility first achieves
Commercial Operation.
1.6 "Commission" means the Idaho Public Utilities Commission.
1.7 "Conforming Energy" means all Net Energy except Non-Conforming Energy and
Inadvertent Energy.
1.8 "Conforming Energy Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5 1
1.9 "Contract Year" means a twelve (12) month period commencing at 00:00 hours
Mountain Prevailing Time ("MPT") on January 1 and ending on 24:00 hours MPT on
December 31, provided however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last Contract
Year shall end on the Expiration Date, unless earlier terminated as provided herein.
1.10 "Curtailment Energy" shall have the meaning set forth in Section 6.2.1 of this
Agreement.
1.11 "Cut-in Wind Speed" means the wind speed at which a stationary wind turbine
begins producing Net Energy, as specified by the turbine manufacturer and set forth in Exhibit
A
3
DRAFT
1.12 "Delay Liquidated Damages", "Delay Period", "Delay Price" and "Delay
Volume" shall have the meanings set forth in Section 2.3 of this Agreement. "Delay Security"
shall have the meaning set forth in Section 1111 of this Agreement
113 "Default Security" shall have the meaning set forth in Section 11.2 of this
Agreement
1.14 "Effective Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
1.15 "Energy Delivery Schedule" shall have the meaning set forth in Section 4.3 of
this Agreement.
1.16 "Environmental Attributes" means 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 substance to the air, soil or water, which are
deemed of value by PacifiCorp Environmental Attributes include but are not limited to (1) any
avoided emissions of pollutants to the air, soil, or water such as (subject to the foregoing) sulfur
oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and other pollutants, and (2) any
avoided emissions of carbon dioxide (CO2), methane (CH4), and other greenhouse gases
(GHG5) that have been determined by the United Nations Intergovernmental Panel on Climate
Change to contribute to the actual or potential threat of altering the Earth's climate by trapping
heat in the atmosphere. Environmental Attributes do not include (i) Production Tax Credits or
certain other tax incentives existing now or in the future associated with the construction,
ownership or operation of the Facility, (ii) matters designated by PacifiCorp as sources of
liability, or (iii) adverse wildlife or environmental impacts
1.17 "Expiration Date" shall have the meaning set forth in Section 2.1 of this
Agreement
1.18 "Facility" means Seller's project, including the Seller's Interconnection Facilities,
as described in the Recitals, Exhibit A, and Exhibit B
1.19 "Facility Capacity Rating" means the sum of the Nameplate Capacity Ratings for
all generators comprising the Facility.
1.20 "Force Majeure" has the meaning set forth in Section 15.1.
1.21 "Forced Outage" means 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 Planned Outages are not Forced Outages
1.22 "Generation Interconnection Agreements' means the generation interconnection
agreement to be entered into separately between Seller and Transmission Provider, as applicable,
specifying the Point of Delivery and providing for the construction and operation of the
Interconnection Facilities.
4
DRAFT
1 23 "Inadvertent Energy" means (1) 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 Maximum Facility Delivery Rate on an hour-averaged basis.
1.24 "Index Price" shall mean the average of: (1) the weighted average of the daily
On-Peak and Off-Peak Dow Jones Mid-Columbia index prices for firm energy; and (2) the
weighted average of the daily On-Peak and Off-Peak Dow Jones Palo Verde index (Dow Jones
Palo Verde Index) prices for firm energy. For Sunday and NERC holidays, the 24-Hour Index
Price shall be used, unless Dow Jones shall publish a Firm On-Peak and Firm Off-Peak Price for
such days for Mid-C and Palo Verde, in which event such indices shall be utilized for such days.
If the Dow Jones index or any replacement of that index ceases to be published during the term
of this Agreement, PacifiCorp shall select as a replacement a substantially equivalent index that,
after any appropriate or necessary adjustments, provides the most reasonable substitute for the
index in question PacifiCorp's selection shall be subject to Seller's consent, which Seller shall
not unreasonably withhold, condition or delay.
1.25 "Initial Year Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.1.
1.26 "Interconnection Facilities" means all the facilities and ancillary equipment used
to interconnect the Facility to the System, as defined in the Generation Interconnection
Agreement
1.27 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in its
reasonable judgment who is licensed to practice engineering in the state of Idaho, who has
training and experience in the engineering discipline(s) relevant to the matters with respect to
which such person is called to provide a certification, evaluation and/or opinion, who has no
economic relationship, association, or nexus with the Seller, and who is not a representative of a
consulting engineer, contractor, designer or other individual involved in the development of the
Facility, or of a manufacturer or supplier of any equipment installed in the Facility. Such
Licensed Professional Engineer shall be licensed in an appropriate engineering discipline for the
required certification being made. The engagement and payment of a Licensed Professional
Engineer solely to provide the certifications, evaluations and opinions required by this
Agreement shall not constitute a prohibited economic relationship, association or nexus7 with the
Seller, so long as such engineer has no other economic relationship, association or nexus with the
Seller.
1.28 "Maintenance Outage" means any outage of one or more Wind Turbines that is
not a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the Wind Turbine(s) be
removed from service before the next Planned Outage. A Maintenance Outage may occur any
time during the year and must have a flexible start date.
1.29 "Material Adverse Change" shall mean, with respect to the Seller, if the Seller,
in the reasonable opinion of PacifiCorp, has experienced a material adverse change in ability to
fulfill its obligations under this Agreement.
5
DRAFT
1.30 "Maximum Facility Delivery Rate" means the maximum instantaneous rate (kW)
at which the Facility is capable of delivering Net Output at the Point of Delivery, as specified in
Exhibit A, and in compliance with the Generation Interconnection Agreement.
1.31 "Maximum Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month In
accordance with Commission Order No 29632, the Maximum Monthly Purchase Obligation for
a given month, in kWh, shall equal 10,000 kW multiplied by the total number of hours in that
month and prorated for any partial month
1.32 "Nameplate Capacity Rating" means the maximum instantaneous generating
capacity of any qualifying small power or cogeneration generating unit supplying all or part of
the energy sold by the Facility, expressed in MW or kW, when operated consistent with the
manufacturer's recommended power factor and operating parameters, as set forth in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
1.33 "NERC" means the North American Electric Reliability Corporation
1.34 "Net Energy" means the energy component, in kWh, of Net Output
1.35 "Net Output" means all energy and capacity produced by the Facility, less station
use and less transformation and transmission losses and other adjustments, if any. For purposes
of calculating payment under this Agreement, Net Output of energy shall be the amount of
energy flowing through the Point of Delivery, less any station use not provided by the Facility.
Net Output does not include Inadvertent Energy.
1.36 "Network Resource" shall have the meaning set forth in the Tariff.
1.37 "Network Service Provider" means PacifiCorp Transmission, as a provider of
network service to PacifiCorp under the Tariff.
1.38 "Non-Conforming Energy" means Net Output produced by the Facility prior to
the Commercial Operation Date
1.39 "Non-Conforming Energy Purchase Price" means the applicable price for Non-
Conforming Energy and capacity, specified in Section 5.1.
1.40 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.41 "On-Peak Hours" means hours from 7:00 a.m. to 11:00 p.m. Mountain Prevailing
Time, Monday through Saturday, excluding Western Electricity Coordinating Council (WECC)
and North American Electric Reliability Corporation (NERC) holidays
1.42 "Output Shortfall" and "Output Shortfall Damages" shall have the meanings
set forth in Section 4.5 of this Agreement
ril
DRAFT
1 43 "PacifiCorp" is defined in the first paragraph of this Agreement, and excludes
PacifiCorp Transmission
1.44 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting in
its interconnection and transmission function capacity.
1.45 "Planned Outage" means an outage of predetermined duration that is scheduled in
Seller's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or inspections are typical
planned outages Maintenance Outages and Forced Outages are not Planned Outages
1.46 "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
1.47 "Prime Rate" means the rate per annum equal to the publicly announced prime
rate or reference rate for commercial loans to large businesses in effect from time to time quoted
by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the
applicable Prime Rate shall be the announced prime rate or reference rate for commercial loans
in effect from time to time quoted by a bank with $10 billion or more in assets in New York
City, N.Y., selected by the Party to whom interest based on the prime rate is being paid
1.48 "Production Tax Credits" means production tax credits under Section 45 of the
Internal Revenue Code as in effect from time to time during the term hereof or any successor or
other provision providing for a federal tax credit determined by reference to renewable electric
energy produced from wind resources and any correlative state tax credit determined by
reference to renewable electric energy produced from wind resources for which the Facility is
eligible.
1.49 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electrical utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the facts
known at the time a decision is made, could have been expected to accomplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent Electrical
Practices is not intended to be limited to the optimum practice, method or act to the exclusion of
all others, but rather to be a spectrum of possible practices, methods or acts
1.50 "QF" means "Qualifying Facility", as that term is defined in the version of
FERC Regulations (codified at 18 CFR Part 292) in effect on the date of this Agreement.
1.51 "Required Facility Documents" means all deeds, titles, leases, licenses, permits,
authorizations, and agreements demonstrating that seller controls the necessary property rights
and government authorizations to construct, operate, and maintain the Facility, including without
limitation those set forth in Exhibit C.
1.52 "Scheduled Commercial Operation Date" means the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.6.
7
DRAFT
1.53 "Scheduled Monthly Energy Delivery" means the Net Energy scheduled to be
delivered during a given calendar month, as specified by Seller in the Energy Delivery Schedule.
1.54 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost Share"
shall have the meanings set forth in Sections 8.2 and 8.3 respectively.
1.55 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
1.56 "System" means the electric transmission substation and transmission or
distribution facilities owned, operated or maintained by Transmission Provider, which shall
include, after construction and installation of the Facility, the circuit reinforcements, extensions,
and associated terminal facility reinforcements or additions required to interconnect the Facility,
all as set forth in the Generation Interconnection Agreement
1.57 "Tariff' means the PacifiCorp Transmission FERC Electric Tariff Seventh
Revised Volume No 11 Pro Forma Open Access Transmission Tariff or the Transmission
Provider's corresponding FERC tariff or both, as revised from time to time.
158 "Transmission Provider" means PwifiCcwn Transmission or i ciiece'ccr
including any regional transmission organization ("RTO").
1.59 "Wind Turbine" means a [description of intended wind turbine model]. At its
full Facility Capacity Rating, the Facility will consist of Wind Turbines.
SECTION 2 TERM COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Parties and after
approval by the Commission ("Effective Date"), provided, however, this Agreement shall not
become effective until the Commission has determined that the prices to be paid for energy and
capacity are Just and reasonable, in the public interest, and that the costs incurred by PacifiCorp
for purchases of capacity and energy from Seller are legitimate expenses, all of which the
Commission will allow PacifiCorp to recover in rates in Idaho in the event other jurisdictions
deny recovery of their proportionate share of said expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect until
[enter date that is no later than 20 years after the Scheduled Commercial
Operation Date] ("Expiration Date").
2.2 Time is of the essence of this Agreement, and Seller's ability to meet certain
requirements prior to the Commercial Operation Date and to achieve Commercial Operation by
the Scheduled Commercial Operation Date is critically important Therefore,
I
8
ii
2.2.1 By , Seller shall obtain and provide to
PacifiCorp copies of all governmental permits and authorizations necessary for
construction of the Facility.
2.2.2 By Seller shall provide to PacifiCorp a copy
of an executed Generation Interconnection Agreement, whose terms shall be consistent
with the terms of this Agreement.
2.2.3 By the date 5 business days after the Effective Date, Seller shall
provide Delay Security required under Section 11 1 1, as applicable
2.2.4 By the date 30 calendar days after the Effective Date, Seller shall
provide Default Security required under Section 11 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 , Seller shall have achieved Commercial
Operation ("Scheduled Commercial Operation Date")
2.2.7 Beginning Seller shall provide PacifiCorp a
one-page monthly update by e-mail on the progress of the milestones in this Section 2.2.
2.3 Seller shall cause the Facility to achieve Commercial Operation on or before the
Scheduled Commercial Operation Date If Commercial Operation occurs after the Scheduled
Commercial Operation Date, Seller shall be liable to pay PacifiCorp delay damages for the
number of days ("Delay Period") the Commercial Operation Date occurs after the Scheduled
.
Commercial Operation Date, up to a total of 120 days ("Delay Liquidated Damages").
Delay Liquidated Damages equals the sum of: the Delay Price times the Delay Volume,
for each day of the Delay Period
Where:
"Delay Price" equals the positive difference, if any, of the Index Price minus the
weighted average 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
The Parties agree that the damages PacifiCorp would incur due to delay in the Facility achieving
Commercial Operation on or before the Scheduled Commercial Operation Date would be
difficult or impossible to predict with certainty, and that the Delay Liquidated Damages are an
appropriate approximation of such damages.
SECTION 3: REPRESENTATIONS AND WARRANTIES
3.1 PacifiCorp represents, covenants, and warrants to Seller that
9
DRAFT

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 according 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 transactions 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
indenture, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any court, or any regulatory agency or other body having authority to which
PacifiCorp is subject.
I 3.1.5 Subject to Commission approval, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance
with its terms (except as the enforceability of this Agreement may be limited by
bankruptcy, insolvency, bank moratorium or similar laws affecting creditors' rights
generally and laws restricting the availability of equitable remedies and except as the
enforceability of this Agreement may be subject to general principles of equity, whether
or not such enforceability is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.1 Seller is a [corporation, partnership, or limited liability
company] duly organized and validly existing under the laws of [state
of Seller's incorporation]
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and officers have taken all actions
required to authorize the execution, delivery and performance of this Agreement and the
consummation 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 indenture, mortgage, or other material
agreement binding on Seller or any valid order of any court, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of
this Agreement may be limited by bankruptcy, insolvency, bank moratorium or similar
laws affecting creditors' rights generally and laws restricting the availability of equitable
remedies and except as the enforceability of this Agreement may be subject to general
10
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principles of equity, whether or not such enforceability is considered in a proceeding at
nr in jUiLJ '.JI LII
3.2.6 The Facility is and shall for the term of this Agreement continue to
be a QF. Seller has provided the appropriate QF certification, which may include a
Federal Energy Regulatory Commission self-certification to PacifiCorp prior to
PacifiCorp's execution of this Agreement. At any time PacifiCorp has reason to believe
during the term of this Agreement that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written legal opinion from an attorney in
good standing in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facility, stating that the Facility is a QF and providing
sufficient proof (including copies of all documents and data as PacifiCorp may request)
demonstrating that Seller has maintained and will continue to maintain the Facility as a
QF
3.2.7 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankruptcy proceeding, is unable to
pay its bills in the ordinary course of its business, or is the subject of any legal or
regulatory action, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement.
3.2.8 Seller has not at any time defaulted in any of its payment obligations
for electricity purchased from PacifiCorp
3.2.9 Seller is not in default under any of its other agreements and is
current on all of its financial obligations
3.2.10 Seller owns, and will continue to own for the term,, of this
Agreement, all right, title and interest in and to the Facility, free and clear of all liens and
encumbrances other than liens and encumbrances related to third-party financing of the
Facility.
3.3 Notice. If at any time during this Agreement, any Party obtains actual knowledge
of any event or information which would have caused any of the representations and warranties
in this Section 3 to have been materially untrue or misleading when made, such Party shall
provide the other Party with written notice of the event or information, the representations and
warranties affected, and the action, if any, which such Party intends to take to make the
representations and warranties true and correct The notice required pursuant to this Section
shall be given as soon as practicable after the occurrence of each such event
SECTION 4: DELIVERY OF POWER; AVAILABILITY GUARANTY
4.1 Delivery and Acceptance of Net Output. Unless otherwise provided herein,
PacifiCorp will purchase and Seller will sell all Net Output from the Facility.
4.2 No Sales to Third Parties. During the term of this Agreement, Seller shall not sell
any Net Output from the Facility to any entity other than PacifiCorp
11
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4.3 Energy Delivery Schedule. Seller shall prepare and provide to PacifiCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivered by the Facility
("Energy Delivery Schedule"), in accordance with the following:

4.3.1 During the first twelve full calendar months following the
Commercial Operation Date, Seller predicts that the Facility will produce and deliver the
following monthly amounts ("Initial Year Energy Delivery Schedule")
Month Energy Delivery (kWh)
January
February
March
April
May
June
July
August
September
October
November
December

4.3.2 Seller may revise the Initial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date

4.3.3 Beginning at the end of the ninth full calendar month of operation,
and at the end of every 3rd month thereafter, Seller shall supplement the Energy Delivery
Schedule with three additional months of forward estimates (which shall be appended to
this Agreement as Exhibit D) ("Subsequent Energy Delivery Schedule"), such that the
Energy Delivery Schedule will provide at least three months of scheduled energy
estimates at all times. Seller shall provide Subsequent Energy Delivery Schedules no
later than 5:00 pm of the 5th day after the due date. If Seller does not provide a
Subsequent Energy Delivery Schedule by the above deadline, scheduled energy for the
omitted period shall equal the amounts scheduled by Seller for the same three-month
period during the previous year.

4.3.4 Beginning with the end of the third month after the Commercial
Operation Date and at the end of every third month thereafter the Seller may not revise
the immediate next three months of previously provided Energy Delivery Schedules. But
by written notice given to PacifiCorp no later than 5:00 PM of the 5th day after the end of
any such third month, the Seller may revise all other previously provided Energy
12
Delivery Schedules. Failure to provide timely written notice of changed amounts will be
deemed to be an election of no change
4.4 Minimum Availability Obligation Seller shall cause the Facility to achieve an
Availability of at least 85% during each month ("Guaranteed Availability")
4.5 Liquidated Damages for Outnut Shortfall If the Availability in any given month
falls below the Guaranteed Availability, the resulting shortfall shall be expressed in kWh as the
"Output Shortfall." The Output Shortfall shall be calculated in accordance with the following
formula:
Output Shortfall = (Guaranteed Availability - Availability) *
Scheduled Monthly Energy Delivery
Seller shall pay PacifiCorp for any Output Shortfall 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 Purchase Prices ("Output Shortfall Damages")
Output Shortfall Damages = Output Shortfall * Output Shortfall Price
Where
Output Shortfall Price = (Index Price - Weighted Average CEPP), except
that if Output Shortfall Price < 0, then Output
Shortfall Price = 0
Weighted Average CEPP = the weighted average On-Peak and Off-Peak
Conforming Energy Purchase Prices for the month
of Output Shortfall
If an Output Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur
due to the Facility's failure to achieve the Guaranteed Availability would be difficult or
impossible to predict with certainty, and (b) the liquidated damages 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 9.2 and 9.3, PacifiCorp
shall have the right, but not the obligation, to audit the Facility's compliance with its Guaranteed
Availability using any reasonable methods Seller agrees to retain all performance related data
for the Facility for a minimum of three years, and to cooperate with PacifiCorp in the event
PacifiCorp decides to audit 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
13
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DRAFT
for the month and On-Peak Hours or Off-Peak Hours and the wind integration cost using the
following formulae, in accordance with Commission Order Nos. 30423, 30497, and 30744:
Conforming Energy Purchase Price = (AR ,e MPM) - WIC
Non-Conforming Energy Purchase Price = (ARnce * MPM) - WIC
Where
AR = Conforming Energy annual rate from Table 1, below, for the year
of the Net Output
ARnce the lower of
85% of the Conforming Energy annual rate from Table 1,
below, for the year of Net Output
or
85% of weighted average of the daily On-Peak and Off-
Peak Dow Jones Mid-Columbia index prices for firm
energy for the month, or portion of month, of Net Output
MPM 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 occurred during On-Peak Hours or Off-Peak Hours
WIC = $5 10/MWh, the wind integration cost prescribed in Commission
Order No 30497
Example calculations are provided in Exhibit G.
Table 1: Conforming Energy Annual Rates (from Commission Order No. 30744)*
Year
Conforming Energy
Annual Rate (AR,,)
$/MWh
2009 76.73
2010 75.83
2011 77.95
2012 80.24
2013 82.14
2014 84.09
2015 86.09
2016 88.25
2017 90.34
2018 92.60
2019 94.80
2020 97.05
* If Seller has elected levelized pricing for Net Output, additional security requirements in
Section 11.2 apply.
14
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2021 99.36
2022 101.73
2023 104.15
2024 106.64
2025 109.19
2026 112.30
2027 115.50
2028 118.80
2029 122.20
2030 125.71
2031 128.55
Table 2 Monthly On-Peak/Off-Peak Multipliers (from Commission Order No 30423)
Month On-Peak
Hours
Off-Peak
Hours
January 103% 94%
February 105% 97%
March 95% 80%
April 95% 76%
May 92% 63%
June 94% 65%
July 121% 92%
August 121% 106%
September 109% 99%
October 115% 105%
November 110% 96%
December 129% 120%
5.2 Payment
For each Billing Period in each Contract Year, PacifiCorp shall pay Seller as follows
For delivery of Conforming Energy
Payment = (CEnergyon.peak * CEPPrice On-Peak / 1000) +
(CEnergyoffpk * CEPPnceoff Peak / 1000)
For delivery of Non-Conforming Energy
Payment (NCEnergyo Pk * NCEPPnceo Pe / 1000) +
(NCEnergyoffpk * NCEPPriceoffpk / 1000)
Where
CEnergy = Conforming Energy in kWh
CEPPrice = Conforming Energy Purchase Price in $/MWh
NCEnergy = Non-Conforming Energy in kWh
NCEPPrice = Non-Conforming Energy Purchase Price in $IMWh
On-Peak = the corresponding value for On-Peak Hours
15
DRAFT
Off-Peak = the corresponding value for Off-Peak Hours
5.3 Inadvertent Energy. PacifiCorp may accept Inadvertent Energy at its sole
discretion, but will not purchase or pay for Inadvertent Energy.
SECTION 6 OPERATION AND CONTROL
6.1 Seller shall operate and maintain the Facility in a safe manner in accordance with
the Generation Interconnection Agreement, Prudent Electrical Practices and in accordance with
the requirements of all applicable federal, state and local laws and the National Electric Safety
Code as such laws and code may be amended from time to time PacifiCorp shall have no
obligation to purchase Net Output from the Facility to the extent the interconnection between the
Facility and PacifiCorp's electric system is disconnected, suspended or interrupted, in whole or
in part, pursuant to the Generation Interconnection Agreement, or to the extent generation
curtailment is required as a result of Seller's non-compliance with the Generation
Interconnection Agreement. PacifiCorp shall have the right to inspect the Facility to confirm
that Seller is operating the Facility in accordance with the provisions of this Section 6 upon
reasonable notice to Seller. Seller is solely responsible for the operation and maintenance of the
Facility. PacifiCorp shall not, by reason of its decision to inspect or not to inspect the Facility, or
by any action or inaction taken with respect to any such inspection, assume or be held
responsible for any liability or occurrence arising from the operation and maintenance by Seller
of the Facility.
6.2 Energy Acceptance.
6.2.1 Voluntary Curtailment by PacifiCorp Seller shall curtail deliveries
of Net Output and associated Environmental Attributes at any time, in whole or in part,
and for any duration specified by PacifiCorp with no less than ten (10) minutes (or such
lesser time as may be provided for, as between Transmission Provider and
Interconnection Provider, in the Generation Interconnection Agreement) prior notice
(which may be given by telephone) from PacifiCorp to Seller. PacifiCorp shall take
reasonable steps to confirm Seller's receipt of such notice The MWh amount of Net
Output curtailed pursuant to this Section 6.2.1 ("Curtailment Energy") shall be
reasonably determined by Seller after the fact based on the amount of energy that could
have been generated at the Facility and delivered to PacifiCorp as Net Output at the Point
of Delivery but that was not generated and delivered because of the curtailment. Seller
shall determine the quantity of Curtailment Energy based on (1) the time and duration of
the curtailment period and (2) the number of MWhs that would have been generated
based on the wind velocities recorded at the Facility during the period of curtailment and
the tested and verified power curve for the Wind Turbines provided in Exhibit A. Seller
shall promptly provide PacifiCorp with access to such information and data as PacifiCorp
may reasonably require to confirm to its reasonable satisfaction the amount of
Curtailment Energy. PacifiCorp shall pay Seller for the Curtailment Energy at the then
applicable Conforming Energy Purchase Price. Notwithstanding any other provision
hereof, during any period of curtailment pursuant to this Section 6.2.1, Seller shall not
generate Net Output to the extent curtailed by PacifiCorp, or sell any portion of the
Facility's energy to any third party. Notwithstanding the foregoing, PacifiCorp's
16
I
obligation to pay for Curtailment Energy pursuant to this Section 6.2.1 shall not apply
during any times Seller would otherwise have been required to curtail pursuant to Section
6.2.2 and during any times prior to the Commercial Operation Date
6.2.2 Required Curtailment PacifiCorp shall not be obligated to purchase,
receive or pay for Net Output (nor shall it be liable for associated unrealized Production
Tax Credits or Environmental Attributes) that is not delivered to the Point of Delivery
during times and to the extent that such Net Output is not delivered to the Point of
Delivery because (a) the interconnection between the Facility and the System is
disconnected, suspended or interrupted, in whole or in part, pursuant to the terms of the
Generation Interconnection Agreement, (b) the Network Service Provider or
Transmission Provider Curtails (as defined in the Tariff) Net Output or order PacifiCorp
to curtail Net Output, (c) the Facility's Output is not received because the Facility is not
fully integrated or synchronized with the System, or (d) an event of Force Majeure
prevents either Party from delivering or receiving Net Output The MWh amount of Net
Output curtailed pursuant to this Section 6.2.2 shall be reasonably determined by Seller
after the fact based on the amount of energy that could have been generated at the Facility
and delivered to PacifiCorp as Net Output but that was not generated and delivered
because of the curtailment. Seller shall determine the quantity of such curtailed energy
based on (x) the time and duration of the curtailment period and (y) wind conditions
recorded at the Facility during the period of curtailment and the tested and verified power
curve for the Wind Turbines. Seller shall promptly provide PacifiCorp with access to
such information and data as PacifiCorp may reasonably require to confirm to its
reasonable satisfaction the amount of energy that was not generated or delivered because
of a curtailment described in this Section 6.2.2.
6.2.3 PacifiCorp as Merchant Seller acknowledges that PacifiCorp,
acting in its merchant capacity function as purchaser under this Agreement, has no
responsibility for or control over PacifiCorp Transmission or any successor Transmission
Provider.
6.3 Outages.
6.3.1 Planned Outages. Except as otherwise provided herein, Seller shall
not schedule Planned Outage during any portion of the months of [(list peak months)
November, December, January, February, June, July, and August], except to the extent a
Planned Outage is reasonably required to enable a vendor to satisfy a guarantee
requirement in a situation in which the vendor is not otherwise able to perform the
guarantee work at a time other than during one of the months specified above Seller
shall, in Exhibit D, provide PacifiCorp with an annual forecast of Planned Outages for
each Contract Year at least one (1) month, but no more that three (3) months, before the
first day of that Contract Year, 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 not schedule more than one
hundred fifty (150) hours of Planned Outages for each calendar year. Seller shall not
schedule any maintenance of Interconnection Facilities during such months, without the
DRAFT
prior written approval of PacifiCorp, which approval may be withheld by PacifiCorp in
its sole discretion.

6.3.2 Maintenance Outages. If Seller reasonably determines that it is
necessary 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 wind conditions). Upon such notice, the
Parties shall plan the Maintenance Outage to mutually accommodate the reasonable
requirements of Seller and the service obligations of PacifiCorp Seller shall take all
reasonable measures and use best efforts consistent with Prudent Electrical Practices to
not schedule any Maintenance Outage during the following periods: [June 15 through
June 30, July, August, and September 1 through 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 Facility that will not be available, and
the expected completion date and time of the outage. Seller may provide notices under
this Section 6.3.2 orally. Seller shall confirm any such oral notification in writing 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 substantial impact on Seller. Seller shall notify
PacifiCorp of any subsequent changes in generation capacity of the Facility during such
Maintenance Outage and any changes in the Maintenance Outage completion date and
time. Seller shall take all reasonable measures and exercise its best efforts consistent with
Prudent Electrical Practices to minimize the frequency and duration of Maintenance
Outages.

6.3.3 Forced Outages. Seller shall promptly provide to PacifiCorp an oral
report, via telephone to a number specified by PacifiCorp, of any Forced Outage of the
Facility. Such report shall include the amount of generation capacity of the Facility that
will not be available because of the Forced Outage and the expected return date and time
of such generation capacity. Seller shall promptly update the report as necessary to
advise PacifiCorp of changed circumstances. If the Forced Outage resulted in more than
15% of the Facility Capacity Rating of the Facility being unavailable, Seller shall confirm
the oral report in writing as soon as practicable. Seller shall take all reasonable measures
and exercise its best efforts consistent with Prudent Electrical Practices to avoid Forced
Outages and to minimize their duration.

6.3.4 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, restriction, derating or outage known to Seller that affects
the generation capacity of the Facility in an amount greater than five percent (5%) of the
Facility Capacity Rating for the following day. Seller shall promptly update such notice
to reflect any material changes to the information in such notice.

6.3.5 Effect of Outages on Estimated Output. Seller shall factor Planned
Outages and Maintenance Outages that Seller reasonably expects to encounter in the
18
I,] i•
ordinary course of operating the Facility into the Scheduled Monthly Energy Delivery
amounts in the Energy Delivery Schedule set forth in Exhibit D
6.4 Scheduling

6.4.1 Daily Scheduling [provide if applicable]

6.4.2 Cooperation and Standards. With respect to any and all scheduling
requirements in this Agreement, (a) Seller shall cooperate with PacifiCorp with respect to
scheduling Net Output, and (b) each Party shall designate authorized representatives to
communicate with regard to scheduling and related matters arising hereunder.

6.4.3 Schedule Coordination. If, as a result of this Agreement, PacifiCorp
is deemed by an RTO to be financially 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 otherwise, then (a)
Seller shall acquire such RIO recognized standing (or shall contract with a third party
who has such RIO recognized standing) such that PacifiCorp is no longer responsible for
Seller's performance under the Generation Interconnection Agreement, and (b) Seller
shall defend, indemnify and hold PacifiCorp harmless against any liability arising due to
Seller's performance or failure to perform under the Generation Interconnection
Agreement or RTO requirement.
6.5 Delivery Exceeding the Maximum Facility Delivery Rate Seller shall not deliver
energy from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Facility Delivery Rate Seller's failure to limit such deliveries to the Maximum Facility Delivery
I
Rate shall be a material breach of this Agreement
6.6 Increase to the Maximum Facility Delivery Rate Seller may, in accordance with
this Section 6.6 and upon written approval by PacifiCorp, increase the Maximum Facility
Delivery Rate, unless, after such increase, under normal or average design conditions the Net
Output would exceed the Maximum Monthly Purchase Obligation in any given month.
PacifiCorp approval of such increase is conditioned on the Public Utility Regulatory Policies Act
(16 U.S.C. 824a-3) and other applicable law requiring PacifiCorp to purchase the incremental
Net Output. If Seller increases the Maximum Facility Delivery Rate, PacifiCorp will continue to
pay for base Net Output at the rate(s) prescribed by Section 5 of this Agreement, and PacifiCorp
will pay for incremental Net Output resulting from the increase to the Maximum Facility
Delivery Rate at the rate(s) prescribed by the Commission at the time of PacifiCorp' s approval, if
granted, of the increase in the Maximum Facility Delivery Rate PacifiCorp shall, in its
approval, if granted, specify a reasonable means of distinguishing such base Net Output from
such incremental Net Output.
SECTION 7: MOTIVE FORCE
Prior to the Effective Date of this Agreement, Seller provided to PacifiCorp a motive
force plan including an hourly wind profile acceptable to PacifiCorp in its reasonable discretion
and attached hereto as Exhibit F-i, together with a certification from a Licensed Professional
19
DRAFT
Engineer to PacifiCorp attached hereto as Exhibit F-2, certifying that the implementation of the
fuel or motive force plan can reasonably be expected to provide fuel or motive force to the
Facility for the duration of this Agreement adequate to generate power and energy in quantities
necessary to deliver the Average Annual Net Output.
SECTION 8: GENERATION FORECASTING COSTS

8.1 Forecast Service Election. PacifiCorp may, in its discretion, add forecasting
services for Seller's Facility to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contract and vendor may change during the term of this
Agreement
8.2 Seller's Forecast-Cost Share Pursuant to Commission Order No 30497, Seller
shall be responsible for 50% of PacifiCorp's cost of adding such forecasting services ("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 PacifiCorp to Seller for Net Output
during the previous Contract Year ("Seller's Capped Forecast-Cost Share"). If the last
Contract Year of this Agreement is shorter than a full calendar year, the cap will be prorated for
that shortened year. For the year(s) prior to the second Contract Year of this agreement that
equals a full calendar 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 Year in equal payments for each month of such year except the last
month of such year. (For example, in a Contract Year equaling a full calendar year, Seller would
pay 1/11th of Seller's Forecast-Cost Share during each of the first 11 months.) In the last month
of each Contract Year, PacifiCorp shall refund to Seller the amount paid by Seller under this
Section in excess, if any, of Seller's Capped Forecast-Cost Share For a Contract Year
encompassed by just one calendar month, Seller's payment to PacifiCorp and PacifiCorp's
refund to Seller shall be calculated and paid simultaneously. To the extent practicable, payments
and refunds under this Section shall be included in monthly payments and invoices under Section
10
SECTION 9 METERING REPORTS AND RECORDS

9.1 Metering Equipment PacifiCorp shall design, furnish, install, own, inspect, test,
maintain and replace all metering equipment required pursuant to the Generation Interconnection
Agreement.
9.1.1 Location of Metering Equipment. Metering shall be performed at the
location and in the manner specified in Exhibit B and the Generation Interconnection
Agreement. All quantities of energy purchased hereunder shall be adjusted to account for
electrical losses, if any, between the point of metering and the Point of Delivery, so that
the purchased amount reflects the net amount of power flowing into PacifiCorp's system
20
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I 0 I
at the Point of Delivery. The loss adjustment shall be a reduction of 2% of the kWh
energy production recorded on the Facility output meter until actually measured and
calibrated at the meter by PacifiCorp
9.1.2 Maintenance of Metering Equipment PacifiCorp shall periodically
inspect, test, repair and replace the metering equipment as provided in the Generation
Interconnection Agreement or at the request of Seller if Seller has reason to believe
metering may be off and requests an inspection in writing Seller shall bear the cost for
any Seller requests. If any of the inspections or tests disclose an error exceeding two
percent (2%), either fast or slow, proper correction, based upon the inaccuracy found,
shall be made of previous readings for the actual period during which the metering
equipment rendered inaccurate measurements if that period can be ascertained. If the
actual period cannot be ascertained, the proper correction shall be made to the
measurements taken during the time the metering equipment was in service since last
tested, but not exceeding three Billing Periods, in the amount the metering equipment
shall have been shown to be in error by such test. Any correction in billings or payments
resulting from a correction in the meter records shall be made in the next monthly billing
or payment rendered
9.1.3 Costs of Metering Equipment To the extent not otherwise provided in
the Generation Interconnection Agreement, all PacifiCorp's costs relating to all metering
equipment installed to accommodate Seller's Facility shall be borne by Seller.
9.2 Telemetering. Seller shall provide telemetering equipment and facilities capable
of transmitting the following information concerning the Facility pursuant to the Generation
Interconnection Agreement and to PacifiCorp 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, and
(c)the Facility's total instantaneous generation capacity.
Seller shall also transmit to PacifiCorp any other data from the Facility 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
require Seller to provide additional telemetering equipment and facilities to the extent necessary
and reasonable
9.3 Monthly Reports and Logs. Within thirty (30) days after the end of each Billing
Period, Seller shall provide to PacifiCorp the following:
9.3.1Reports. A report in electronic format, which report shall include (a)
summaries of the Facility's wind and output data for the Billing Period in intervals not to
exceed one hour (or such shorter period as is reasonably possible with commercially
available technology), including information from the Facility's computer monitoring
21
DRAFT
system, (b) summaries of any other significant events related to the construction or
operation of the Facility for the Billing Period; (c) details of Availability of the Facility
for the Billing Period sufficient to calculate Availability and including hourly average
wind velocity measured at turbine hub height and ambient air temperature, and (d) any
supporting information that PacifiCorp may from time to time reasonably request
(including historical wind data for the Facility).
9.3.2 Electronic Fault Log Seller shall maintain an electronic fault log of
operations of the Facility during each hour of the term of this Agreement commencing on
the Commercial Operation Date Seller shall provide PacifiCorp with a copy of the
electronic fault log within thirty (30) days after the end of the Billing Period to which the
fault log applies
9.4 Cost of Performance Monitoring Seller shall pay for and design, furnish, install,
own, inspect, test, maintain and replace all equipment required in order to record data required
for the reports and logs in Sections 9.3.
SECTION 10 BILLINGS COMPUTATIONS AND PAYMENTS
10.1 Payment for Net Output On or before the thirtieth (30th) day following the end of
each Billing Period, PacifiCorp shall send to Seller payment for Seller's deliveries of Net Output
to PacifiCorp, together with computations supporting such payment PacifiCorp may offset any
such payment to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement, the
Generation Interconnection Agreement, and any other agreement(s) between the Parties Any
such offsets shall be separately itemized on the statement accompanying each payment to Seller.
10.2 Annual Invoicing for Output Shortfall. Thirty calendar days after the end of each
Contract Year, PacifiCorp shall deliver to Seller an invoice showing PacifiCorp's computation of
Output Shortfall, if any, for all Billing Periods in the prior Contract Year and Output Shortfall
Damages, if any. In preparing 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 Contract Year. Seller shall pay to PacifiCorp, by wire
transfer of immediately available funds to an account specified in writing by PacifiCorp or by
any other means agreed to by the Parties in writing from time to time, the amount set forth as due
in such invoice, and shall within thirty (30) days after receiving the invoice raise any objections
regarding any disputed portion of the invoice Objections not made by Seller within the thirty-
day period shall be deemed waived
10.3 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.
10.4 Disputed Amounts If either Party, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Party shall notify the other Party of the specific
22
DRAFT
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 within two (2) years of the date of the
invoice in which the error first occurred If any amount disputed by such Party is determined to
be due to the other Party, or if the Parties resolve the payment dispute, the amount due shall be
paid within five (5) days after such determination or resolution, along with interest in accordance
with Section 10.3.
SECTION 11: SECURITY
11.1 Delay Security:

11.1.1 Duty to Post Security. Seller, within 5 business days after IPUC
approval of this Agreement, shall post a letter of credit in the amount of
Security") The letter of credit shall be an irrevocable standby letter of credit, from an
institution that has a long-term senior unsecured debt rating of "A" or greater from
Standard & Poors or "A2" or greater from Moody's, in a form reasonably acceptable to
PacifiCorp, naming PacifiCorp as the party entitled to demand payment and present draw
requests thereunder. To the extent PacifiCorp's draws on the letter of credit cause the
remaining balance of the letter of credit to drop below _________, Seller, within 15
calendar days, shall restore the letter of credit to no less than $_______

11.1.2 Right to Draw on Security. PacifiCorp shall have the right to draw
on the Delay Security to collect Delay Liquidated Damages Commencing on or about
first of each month, PaeifiCorp will invoice Seller for Delay Liquidated Damages
incurred, if any, during the preceding month If Seller fails to pay any undisputed amount
within 30 calendar days of the invoice date, PacifiCorp shall draw such amount on the
Delay Security. The Parties will make billings and payments for Delay Liquidated
Damages in accordance with Section 10

11.1.3 Additional Security. In the event PacifiCorp reasonably determines
at any time that the remaining amount of Delay Security is less than the estimated value
of Delay Liquidated Damages (due to upward changes in market price and/or due to
Seller's inability to meet the Scheduled Commercial Operation Date), PacifiCorp may
demand that Seller post, and Seller will post within 5 business days of receipt of such
demand, additional Delay Security equal to the estimated (unpaid) Delay Liquidated
Damages

11.1.4 Termination of Letter of Credit Unless PacifiCorp disputes whether
Seller has paid all Delay Liquidated Damages, Seller may terminate the Delay Security
letter of credit on or after the 180th calendar day following commencement of
Commercial Operation by providing PacifiCorp with no less than thirty-day advance
written notice of its intent to do so.

11.1.5 Default. Seller's failure to post and maintain Delay Security in
accordance with Section 11.1 will constitute an event of default, unless cured in
accordance with Section 12. 1.1 of this Agreement.
23
DRAFT
11 .2 Default Security (Levelized Pricing Only). If Seller has adopted levelized pricing
for Net Output, Seller will provide security to PacifiCorp pursuant to Commission Order Nos.
21690, 21800, 29482, 29587 and related orders ("Default Security") as set forth in Addendum
_[add addendum if Seller elects levelized pricing]
SECTION 12: DEFAULTS AND REMEDIES
12.1 The following events shall constitute defaults under this Agreement:

12.1.1 Non-Payment Seller's failure to make a payment when due under
this Agreement or post and maintain security 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 Party gives the defaulting Party a notice of the default.

12.1.2 Breach of Material Term Breach by a Party of a representation or
warranty set forth in this Agreement, if such failure or breach is not cured within thirty
(30) days following written notice

12.1.3 Default on Other Agreements Seller's failure to cure any default
under any commercial or financing agreements or instrument (including the Generation
Interconnection Agreement) within the time allowed for a cure under such agreement or
instrument.

12.1.4 Insolvency. A Party (a) makes an assignment for the benefit of its
creditors, (b) files a petition or otherwise commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any bankruptcy or similar law
for the protection of creditors, or has such a petition filed against it and such petition is
not withdrawn or dismissed within sixty (60) days after such filing, (c) becomes
insolvent, or (d) is unable to pay its debts when due

12.1.5 Material Adverse Change A Material Adverse Change has occurred
with respect to Seller and Seller fails to provide such performance assurances as are
reasonably requested by PacifiCorp, within fifteen (15) days from the date of such
request

12.1.6 Sale to Third-Party. Seller's sale of Net Output to an entity other
than PacifiCorp, as prohibited by Section 4.2.

12.1.7 Non-Delivery. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy for three consecutive calendar months.

12.1.8 A Party otherwise fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set forth in Section 2.2) imposed
upon that Party by this Agreement if the failure is not cured within thirty (30) days after
the non-defaulting Party gives the defaulting Party notice of the default; provided,
however, that, upon written notice from the defaulting Party, this thirty (30) day period
24
I P1 d
shall be extended by an additional ninety (90) days if (a) the failure cannot reasonably be
cured within the thirty (30) day period despite diligent efforts, (b) the default is capable
of being cured within the additional ninety (90) day period, and (c) the defaulting Party
commences the cure within the original thirty (30) day period and is at all times thereafter
diligently and continuously proceeding to cure the failure
12.2 In the event of any, default hereunder, the non-defaulting Party must notify the
defaulting Party in writing of the circumstances indicating the default and outlining the
requirements to cure the default If the default has not been cured within the prescribed time,
above, the non-defaulting Party may terminate this Agreement at its sole discretion by delivering
written notice to the other Party and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement The rights provided in this Section 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 facility using the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of this Agreement, including but not limited to the purchase prices as set forth in
(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
Pacifi Corp agree to execute a written document ratifying the terms of this Agreement
12.4 If this Agreement is terminated as a result of Seller's default, Seller shall pay
PacifiCorp for Output Shortfall for a period of eighteen (18) months from the date of termination
plus the estimated administrative cost to acquire the replacement power.
12.5 Recoupment of Damages.
(a)Default Security Available If Seller has posted Default Security,
PacifiCorp may draw upon that security to satisfy any damages, above
(b)Default Security Unavailable If Seller has not posted Default Security, or
if PacifiCorp has exhausted the Default Security, PacifiCorp may collect
any remaining amount owing by partially withholding future payments to
Seller over a reasonable period of time PacifiCorp and Seller shall work
together in good faith to establish the period, and monthly amounts, of
such withholding so as to avoid Seller's default on its commercial or
financing agreements necessary for its continued operation of the Facility.
12.6 Upon an event of default or termination event resulting from default under this
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 withhold
payment), the non-defaulting Party may at its option set-off, against any amounts owed to the
defaulting Party, any amounts owed by the defaulting Party under any contract(s) or
agreement(s) between the Parties. The obligations of the Parties shall be deemed satisfied and
discharged to the extent of any such set-off. The non-defaulting Party shall give the defaulting
Party written notice of any set-off, but failure to give such notice shall not affect the validity of
the set-off.
.
DRAFT
12 .7 Amounts owed by Seller pursuant to this paragraph shall be due within five (5)
business days after any invoice from PacifiCorp for the same.
SECTION 13: INDEMNIFICATION
13.1 Indemnities.

13.1.1 Indemnity by Seller. Seller shall release, indemnify and hold
harmless PacifiCorp, its directors, officers, agents, and representatives against and from
any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at trial and on appeal, resulting from, or arising out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and at the Point of
Delivery, (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facility, or (d) arising from this Agreement, including without
limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise,
to, or death of, persons, or for damage to, or destruction or economic loss of property
belonging to PacifiCorp, Seller or others, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of PacifiCorp, its directors,
officers, employees, agents or representatives.

13.1.2 Indemnity by PacifiCorp PacifiCorp shall release, indemnify and
hold harmless Seller, its directors, officers, agents, lenders and representatives against
and from any and all loss, fines, penalties, claims, actions or suits, including costs and
attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any way
connected with the energy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or
economic loss of property, excepting only such loss, claim, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, officers, employees,
agents, lenders or representatives.
13.2 No Dedication Nothing in this Agreement shall be construed to create any duty
to, any standard of care with reference to, or any liability to any person not a Party to this
Agreement No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the other Party or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an independent individual or entity.
133 CONSEQUENTIAL DAMAGES EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE
26
DRAFT
SECTION 14: LIABILITY AND INSURANCE
14.1 Certificates and Certified Copies of Policies Seller shall provide PacifiCorp with
certificates of insurance evidencing the policies contemplated by Section prior to the date by
which such policies are required to be maintained as set forth in Section If any coverage is
written on a "claims-made" basis, the certification accompanying the policy shall conspicuously
state that the policy is "claims-made" PacifiCorp shall have the right to request certified "true
and correct" copies of the insurance policies at any time during the term of the Agreement and
Seller shall furnish to PacifiCorp within 30 days of the request
14.2 Required Policies and Coverages Without limiting any liabilities or any other
obligations of Seller under this Agreement, prior to the commencement of interconnection with
the System and until the termination of this Agreement, Seller shall secure and continuously
carry with an insurance company or companies rated not lower than "A-" by A.M. Best
Company (or with a company or companies having equivalent rating) the following insurance
coverage:

14.2.1 Employers' Liability insurance with limits of at least $1,000,000,

14.2.2 Commercial General Liability insurance with bodily injury and
property damage combined single limits of at least $1,000,000 per occurrence Such
insurance shall include, but not necessarily be limited to, specific coverage for
contractual liability encompassing the indemnification provisions in this Agreement,
broad form property damage liability, personal injury liability, explosion and collapse
hazard coverage, products/completed operations liability, and, where applicable,
watercraft protection and indemnity liability;

14.2.3 Excess Umbrella Liability insurance with a single limit of at least
$20,000,000 per occurrence in excess of the limits of insurance provided above, and

14.2.4 All-Risk insurance in an amount at least equal to the 80% of the
replacement value of the Facility. The policy shall provide coverage in an amount equal
to the full replacement value of the Facility for "all risks" of physical loss or damage
except as hereinafter provided, including coverage for earth movement, flood, boiler and
machinery, transit and off-site storage accident exposure, but excluding the equipment
owned or leased by Operator and its subcontractors and their personal property. The
policy may contain separate sublimits and deductibles subject to insurance company
underwriting guidelines. Seller shall maintain the policy in accordance with terms
available in the insurance market for similar electric generating facilities The policy
shall include coverage for business interruption in an amount covering a period of
indemnity equal to twelve (12) months
14.3 Insurance Structure Seller may satisfy the amounts of insurance required in
Section 14.2 above by purchasing primary coverage in the amounts specified or by buying a
separate excess umbrella liability policy together with lower limit primary underlying coverage
The structure of the coverage is at Seller's option, but the total amount of insurance must the
above requirements.
27
DRAFT
14 .4 Occurrence-Based Coverage The coverage required above, and any umbrella or
excess coverage, shall be "occurrence" form policies In the event that any policy is written on a
"claims-made" basis and such policy is not renewed or the retroactive date of such policy is to be
changed, the first insured Party shall obtain or cause to be obtained for each such policy or
policies the broadest basic and supplemental extended reporting period coverage or "tail"
reasonably available in the commercial insurance market for each such policy or policies and
shall provide the other Party with proof that such basic and supplemental extended reporting
period coverage or "tail" has been obtained
14.5 Endorsement Items Seller shall immediately cause its insurers to amend its
Commercial General Liability and Umbrella or Excess Liability policies with all of the following
endorsement items, and to amend its Workers' Compensation and Auto Liability policies with
the endorsement items set forth in Sections 14.5.3 and 14.5.4 below

14.5.1 PacifiCorp and its Affiliates, their respective directors, officers,
employees, and agents as an additional insured under this policy and to the maximum
extent allowed by law, shall be provided with coverages at least as broad as those
required of the Seller by this Agreement;

14.5.2 This insurance is primary with respect to the interest of PacifiCorp
and its Affiliates, their respective directors, officers, employees, and agents, and any
other insurance maintained by them in excess and not contributory with this insurance,

14.5.3 Insurer hereby waives all rights of subrogation against PacifiCorp
and its Affiliates, their respective directors, officers, employees, and agents, and

14.5.4 Notwithstanding any provision of the policy, this policy may not be
canceled, non-renewed or materially changed by the insurer without giving ten (10) days'
prior written notice to PacifiCorp.
14.6 Periodic Review. PacifiCorp may review this schedule of required insurance
provided in Section 14 as often as once every two (2) years. PacifiCorp may in its discretion
require the Seller to make changes to the insurance coverage requirements in this Section 14 to
the extent reasonably necessary to cause such policies and coverages to conform to the insurance
policies and coverages typically obtained or required for power generation facilities comparable
to the Facility at the time of PacifiCorp's review takes place with the consent of Seller, which
shall not be unreasonably withheld
SECTION 15: FORCE MAJEURE
15.1 As used in this Agreement, "Force Majéure" or "an event of Force Majeure"
means any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite the
exercise of due diligence, such Party is unable to prevent or overcome. By way of example,
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil
strife, strikes, and other labor disturbances, earthquakes, fires, lightning, epidemics, sabotage,
restraint by court order or other delay or failure in the performance as a result of any action or
inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of
28
DRAFT
such Party, (ii) by the exercise of reasonable foresight such Party could not reasonably have been
expected to avoid and (iii) by the exercise of due diligence, such Party shall be unable to prevent
or overcome. Force Majeure, however, specifically excludes the cost or availability of fuel or
motive force to operate the Facility or changes in market conditions that affect the price of
energy or transmission If either Party is rendered wholly or in part unable to perform its
obligation under this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever performance is affected by the event of Force Majeure, provided that
15 11 the non-performing Party, shall, within two (2) weeks after the
occurrence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence, including the start date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains partially operational and the expected end
date of the Force Majeure;
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 the non-performing Party uses its best efforts to remedy its inability
to perform, and
15.1.4 the non-performing Party shall provide prompt written notice to the
other Party at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
15.2 No obligations of either Party which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Party shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Party involved in the dispute, are contrary to
the Party's best interests
SECTION 16 SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association, trust,
partnership or joint venture or to impose a trust or partnership duty, obligation or liability
between the Parties. If Seller includes two or more parties, each such party shall be jointly and
severally liable for Seller's obligations under this Agreement.
SECTION 17: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jurisdiction
29
DRAFT
SECTION 18 PARTIAL INVALIDITY
It is not the intention of the Parties to violate any laws governing the subject matter of this
Agreement If any of the terms of the Agreement are finally held or determined to be invalid,
illegal or void as being contrary to any applicable law or public policy, all other terms of the
Agreement shall remain in effect. If any terms are finally held or determined to be invalid,
illegal or void, the Parties shall enter into negotiations concerning the terms affected by such
decision for the purpose of achieving conformity with requirements of any applicable law and
the intent of the Parties to this Agreement.
SECTION 19 WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement must
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 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 thereafter of
copies of all local, state and federal licenses, permits and other approvals as then may be required
by law for the construction, operation and maintenance of the Facility.
SECTION 21 SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may convey or transfer substantially all of its electric utility assets, shall automatically, without
further 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 article 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 writing, regarding PacifiCorp's purchase of
Net Output from the Facility. No modification of this Agreement shall be effective unless it is in
writing and signed by both Parties.
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22 .2 By executing this Agreement, each Party releases the other from any claims,
known or unknown, that may have arisen prior to the Effective Date with respect to the Facility
and any predecessor facility proposed to have been constructed on the site of the Facility.
SECTION 23 NOTICES
All notices except as otherwise provided in this Agreement shall be in writing, shall be directed
as follows and shall be considered delivered if delivered in person or when deposited in the U.S.
Mail, postage prepaid by certified or registered mail and return receipt requested
Notices PacifiCorp Seller
All Notices PacifiCorp
825 NE Multnomah Street Portland,
OR 97232
Attn: Contract Administration,
Suite 600
Phone (503) 813 - 5952
Facsimile: (503) 813 - 6291
Duns 00-790-9013
Federal Tax 1D Number: 93-0246090
All Invoices: Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Scheduling: Attn: Resource Planning, Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 - 6265
Payments Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Wire Transfer: Bank One N.A.
To be provided in separate letter from
PacifiCorp to Seller
Credit and Attn: Credit Manager, Suite 1900
Collections: Phone: (503) 813 - 5684
Facsimile: [phone]
With Additional Attn: PacifiCorp General Counsel
Notices of an Phone: [phone]
Event of Default Facsimile: [phone]
or Potential
Event of Default
to:
DRAFT
The Parties may change the person to whom such notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Section
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in their respective names as of the date first above written
PacifiCorp Seller
By:
Name: Name:
Title: Title:
32
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1YH1flIT A
DESCRIPTION OF SELLER'S FACILITY
[Seller to Complete]
Seller's Facility consists of generator(s) manufactured by
More specifically, each generator at the Facility is described as
Type (synchronous or inductive)
Model
Number of Phases:
Rated Output (kW) Rated Output (kVA)
Rated Voltage (line to line)
Rated Current (A) Stator A, Rotor A
Maximum kW Output kW Maximum kVA Output kVA
Minimum kW Output kW
Manufacturer's Guaranteed Cut-in Wind Speed [if applicable]:
Facility Capacity Rating kW at
Identify the maximum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating:
Station service requirements, and other loads served by the Facility, if any, are described
as follows:
Location of the Facility The Facility is located in County, Idaho The location
is more particularly described as follows:
[legal description of parcel]
Power factor requirements
Rated Power Factor (PF) or reactive load (kVAR):
Attach documentation of the power curve for the generator(s)
A-i
DRAFT
EXHIBIT B
POINT OF DELIVERY / PARTIES' INTERCONNECTION FACILITIES
[Seller to provide its own diagram and description]
Instructions to Seller:
1. Include description of point of metering, and Point of Delivery
2 Provide interconnection single line drawing of Facility including any transmission
facilities on Seller's side of the Point of Delivery.
DRAFT
EXHIBIT C
REQUIRED FACILITY DOCUMENTS
Qualifying Facility Number from FERC
The following Documents are required to complete this project
Easements
Permits
C-i
DRAFT
EXHIBIT D
ENERGY DELIVERY SCHEDULE
[Project Name]
Scheduled Monthly
Energy Delivery Ave kW/mo
January
February.
March
April
May
June
July
August
September
October
November
December
TOTAL:
Planned Outages Seller will provide a Planned Outage schedule annually not to exceed
hours per ______ per year.
DRAFT
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to permit safe and efficient start-up of the Facility, which may
include but are not limited to
I Test of mechanical and electrical equipment,
2 Calibration of all monitoring instruments,
3 Operating tests of all valves, operators, motor starters and motor,
4 Alarms, signals, and fail-safe or system shutdown control tests,
5 Point-to-point continuity tests,
6 Bench tests of protective devices, and
7 Tests required by manufacturer(s) and designer(s) of equipment
Required start-up tests are those checks and tests necessary to determine that all features
and equipment, systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp' s electrical system, which may include but are
not limited to
I Turbine/generator mechanical runs and functionality,
2 System operation tests,
3 Brake tests,
4 Energization of transformers,
5 Synchronizing tests (manual and auto),
6.Excitation and voltage regulation operation tests;
7.Auto stop/start sequence;
8.Completion of any state and federal environmental testing requirements; and
9.Tests required by manufacturer(s) and designer(s) of equipment.
For wind projects only, the following Wind Turbine Generator Installation Checklists are
required documents to be signed off by Manufacturer or Subcontract Category Commissioning
Personnel as part of the Commissioning and startup testing
Turbine Installation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Checklists including: Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
DRAFT
EXHIBIT F-i
MOTIVE FORCE PLAN
WIND SPEED DATA SUMMARIES & HOURLY WIND PROFILE
DRAFT
EXHIBIT F-2
ENGINEER'S CERTIFICATION
(1)THAT THE WIND DATA SUMMARIES IN EXHIBIT F-i ARE ACCURATE;
[Licensed Professional Engineer's certification]
(2)THAT THE AVERAGE ANNUAL NET OUTPUT ESTIMATE IS KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT BASED ON
THE MOTIVE FORCE PLAN IN EXHIBIT F-i;
[Licensed Professional Engineer's certification]
(3)THAT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS, LIKELY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH.
[Licensed Professional Engineer's certification]
172- 1
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EXHIBIT G
SAMPLE 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-levelized purchase price during an On-Peak Hour in May of 2009
equals $76.73/MWh (the 2009 annual rate for Conforming Energy) multiplied by 92% (0.92)
(the May On-Peak Hour multiplier) minus $5 10/MWh (the wind integration cost), which equals
$65 .49/MWh.
Table 3 Sample calculations for non-levelized On-Peak Conforming Energy in 2009 Purchase
Price = (annual rate * monthly On-Peak multiplier) - wind integration cost
Month
Conforming
Energy
Annual Rate
for 2009
(per MWh)
On-Peak
Hour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2009 On-
Peak Conforming
Energy (per MWh)
January $76.73 103% $5.10 $73.93
February $76.73 105% $5.10 $75.47
March $76.73 95% $5.10 $67.79
April $76.73 95% $5.10 $67.79
May $76.73 92% $5.10 $65.49
June $76.73 94% $5.10 $67.03
July $76.73 121% $5.10 $87.74
August $76.73 121% $5.10 $87.74
September $76.73 109% $5.10 $78.54
October $76.73 115% $5.10 $83.14
November $76.73 110% $5.10 $79.30
December $76.73 129% $5.10 $93.88
Table 4: Sample calculations for non-levelized Off-Peak Conforming Energy in 2009: Purchase
Price = (annual rate * monthly Off-Peak multiplier) - wind integration cost.
Conforming
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2009 Off-
for 2009 Hour Integration Peak Conforming
Month (per MWh) Multiplier Cost Energy (per MWh)
January $76.73 94% $5.10 $67.03
February $76.73 97% $5.10 $69.33
March $76.73 80% $5.10 $56.28
April $76.73 76% $5.10 $53.21
G-1
DRAFT
Month
Conforming
Energy
Annual Rate
for 2009
(per MWh)
Off-Peak
Hour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2009 Off-
Peak Conforming
Energy (per MWh)
May $76.73 63% $5.10 $43.24
June $76.73 65% $5.10 $44.77
July $76.73 92% $5.10 $65.49
August $76.73 106% $5.10 $76.23
September $76.73 99% $5.10 $70.86
October $76.73 105% $5.10 $75.47
November $76.73 96% $5.10 $68.56
December $76.73 120% $5.10 $86.98
G-2
DRAFT
EXHIBIT H
Seller Authorization to Release Generation Data to PacifiCorp
[Interconnection Customer Letterhead]
Transmission Services
Attn: Director, Transmission Services
825 NE Multnomah, Suite 1600
Portland, OR 97232
RE Interconnection Request
Dear Sir
hereby voluntarily authorizes PacifiCorp's Transmission business unit to
share 's generator interconnection information and generator meter data
relating to 's Qualifying Facility located in the town of________
County, with Marketing Affiliate employees of PacifiCorp
Energy, including, but not limited to those in the Commercial and Trading group.
acknowledges that PacifiCorp did not provide it any preferences, either
operational or rate-related, in exchange for this voluntary consent
Name
Title
Date
H - i
DRAFT
EXHIBIT I
Template Seller Certification of Conditions for Commercial Operation
[Seller Letterhead]
[Address to PaciJICorp]
RE: Qualifying Facility
Dear Sir
Name
Title
Date
I-1
Snow, Michael
From: Griswold, Bruce {Mkt Function}
Sent: Monday, March 23, 2009 11:34 AM
To: 'James T. Carkulis'
Cc: 'Collin Rudeen'; Younie, John
Subject RE PURPA contract requests
James,
As a follow-up to your QF requests, we have worked through transmission alternatives at Borah for your six
proposed QF projects. Based on your proposed delivery point to the Borah substation, we only have
import capabilities to our Utah system to serve load from Brady on a firm basis of 23 MW total. Based on your
requests, we can accommodate a single 20MW project. For a transaction at Borah, Pac would do redirect of
existing Borah reservation to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects. We will need to know which of the standard
projects you would like to proceed with. We are currently preparing a draft intermittent resource PPA and can
provide you the document the end of this week or first of next week. As you are aware, new avoided costs have
been approved for the standard QF PPA and are published on the Idaho PUC website
Let me know if you have questions I will forward you the draft PPA as soon as we finish it up
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From James T Carkulis [mailto mtli@in -tch com]
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce {Mkt Function}; Collin Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these
finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations.
We anticipate having online dates for these projects by 12-December-2010.
Regards,
James T. Carkulis
Confidential & Proprietary
1
I
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208.336.9793
[f] 208.336.9431
[m] 406.459.3013
[e] mtlkin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. if the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the original message
to us at the above address via first class, express mail. Thank you
Oriqinal Message
To: Collin Rudeen ; James Carkulis ; Lawrence R. Leib
Cc Younie John
Sent Friday January 23 2009 3:04 PM
Subject RE PURPA contract requests
here is the call in information - the time is 9AM Mountain and 8AM Pacific
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
America/Los—Angeles. If provided use the following password 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and
enter Mtg ID 121212 when prompted.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: collin. rudeencimail.com [mailto:[e-mail]] On Behalf Of Collin Rudeen
Sent Friday, January 23, 2009 12:39 PM
To Griswold, Bruce {Mkt Function}
Cc Younie, John, Peter Richardson, James Carkulis, Lawrence R Leib
Subject Re PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the call. James and maybe
Larry Leib will be on the call, in addition to myself.
Regards,
Collin
On Thu, Jan 22, 2009 at 10:18 AM, Griswold, Bruce {Mkt Function} <[e-mail] >
wrote:
Collin
2
I
Thanks for the documents We will review and schedule a time to discuss all projects next week Purpose of
the call would be to clarify the submittals, schedules, and deliverables. Who should we schedule the call with?
We would tentative look at Wednesday for a call.
If Pete will on the call, we will schedule to have our attorney also. Thanks.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: collin.rudeen(cimajI.com {mailto:collin.rudeen(pmail.com ) On Behalf Of Collin Rudeen
Sent: Thursday, January 22, 2009 7:51 AM
To Griswold, Bruce {Mkt Function}, Younie, John
Cc Peter Richardson, James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please see the three attached files, sent at Peter Richardson's request.
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeenexergvdevelopment.com
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
UISSVILIUI4UOII, UISLJTJOUUOH or copying or mis communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
3
I
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph 208 336 9793
crudeen@exergvdevelopment corn
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY N NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address
Snow, Michael
From: James T. Carkulis [[e-mail] ]
Sent: Wednesday, April 01, 2009 4:39 PM
To: Griswold, Bruce {Mkt Function)
Cc Collin Rudeen Younie John
Subject Re PURPA contract requests
Bruce
Let's move forward on a 20 MW project until we figure out the rest Lets use XRG-DP 10 for now as the project
Thank you
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208 336 9793
[fi 208 336 9431
[m] 4064593013
[e] rntli(Hn tch corn
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the original message
to us at the above address via first class, express mail. Thank you
Oil inal Message ---- .
-
To James T Carkulls
Cc Collin Rudeen Younle John
Sent Monday March 23 2009 11:34 AM
Subject RE PURPA contract requests
James,
As a follow-up to your QF requests, we have worked through transmission alternatives at Borah for your six
proposed QF projects. Based on your proposed delivery point to the Borah substation, we only have
import capabilities to our Utah system to serve load from Brady on a firm basis of 23 MW total. Based on your
requests, we can accommodate a single 20MW project. For a transaction at Borah, Pac would do redirect of
existing Borah reservation to Brady to facilitate a 23MW transaction
From your project submittals, you have four standard QF projects We will need to know which of the
standard projects you would like to proceed with We are currently preparing a draft intermittent resource PPA
and can provide you the document the end of this week or first of next week As you are aware, new avoided
costs have been approved for the standard QF PPA and are published on the Idaho PUC website.
Let me know if you have questions. I will forward you the draft PPA as soon as we finish it up.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
1
.
—
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis [mailto:[e-mail]]
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce {Mkt Function}; Collin Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these
finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations
We anticipate having online dates for these projects by 12-December-2010.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group LLC
[P] 208.336.9793
[f] 208 336 9431
[m] 4064593013
(0) mtIiin tch corn
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the
original message to us at the above address via first class, express mail. Thank you
I ----- OriainI Mri .....
To: Collin Rudeen ; James Carkulis; Lawrence R. Leib
Cc Younie John
Sent: Friday, January 23, 2009 3:04 PM
Subject RE PURPA contract requests
here is the call in information - the time is 9AM Mountain and 8AM Pacific
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
America/Los Angeles. If provided, use the following password: 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and
enter Mtg ID 121212 when prompted.
.
2
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From colhn rudeen@prnail corn [mailto collin rudeen@gmail corn] On Behalf Of Collin Rudeen
Sent Friday, January 23, 2009 12:39 PM
To Griswold, Bruce {Mkt Function}
Cc Younie, John, Peter Richardson, James Carkulis, Lawrence R Leib
Subject Re PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the call. James and maybe
Larry Leib will be on the call, in addition to myself.
Regards,
Collin
On Thu, Jan 22, 2009 at 10:18 AM, Griswold, Bruce {Mkt Function} <Bruce Griswold@pacificorp corn>
wrote:
Collin
Thanks for the documents. We will review and schedule a time to discuss all projects next week. Purpose of
the call would be to clarify the submittals, schedules, and deliverables. Who should we schedule the call
with? We would tentative look at Wednesday for a call.
If Pete will on the call, we will schedule to have our attorney also Thanks
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: colIin.rudeenpmaiI.com [rnailto:collin.rudeenpmail.corn] On Behalf Of Collin Rudeen
Sent Thursday, January 22, 2009 7:51 AM
To Griswold, Bruce {Mkt Function}, Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please see the three attached files, sent at Peter Richardson's request
3
.
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
[e-mail]
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above lithe reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
I us at the above address.
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeenexergvdevelopment.com
I This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above lithe reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
4
Snow, Michael
From: James T. Carkulis [[e-mail] ]
Sent: Wednesday, February 25, 2009 1:51 PM
To: Griswold, Bruce {Mkt Function}; Collin Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject Re PURPA contract requests
Bruce
Sorry to hear about the flu
You may wish to think about considering the dual 345kV PacifiCorp line from Bridger also to move Jack Ranch and JR I
at Midpoint east and west
At Malta, swaps could occur with BPA since PacifiCorp furnishes the energy for some of the BPA syndication in the
region.
I have all the faith PacifiCorp's expert transmission team will figure this out.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208.336.9793
[f] 208.336.9431
[m] 406.459.3013
[e] mtlkin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWiSE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above, if the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient you are hereby notified that any dissemination distribution or copying of this
communication is strictly prohibited. if you have received this communication in error, please immediately notify us by telephone, and return the original message
to us at the above address via first class, express mail. Thank you
----message ---
To: James T. Carkulis ; Collin Rudeen ; Lawrer
Cc: Younie, John
Sent: Wednesday, February 25, 2009 1:39 PM
Subject: RE: PURPA contract requests
James,
I have been out with the flu so I need to get back on this. We are looking at significant transmission constraints
at Brady and Borah so I am waiting on a final response back from our transmission trader on our ability to
accept and integrate the full amount of your requests at those points. I will have a response back to you end of
this week.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
1
503702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis [mailto:[e-mail]]
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce {Mkt Function}; Collin Rudeen; Lawrence R. Leib
Cc: Vounie, John
Subject: Re: PIJRPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these
finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations.
We anticipate having online dates for these projects by 12-December-201 0.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208.336.9793
[f] 2083369431
m1 406.459.3013
[e] mtliun tch corn
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED PROPRIETARY IN NATURE OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited If you have received this communication in error, please immediately notify us by telephone and return the
original message to us at the above address via first class, express mail. Thank you
I --- -- OriginalMessae ----- .
To: Collin Rudeen James Carkulis; Lawrence R. Leib
Cc: Younie, John
Sent: Friday, January 23, 2009 3:04 PM
Subject RE PURPA contract requests
here is the call in information - the time is 9AM Mountain and 8AM Pacific
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
America/Los—Angeles. If provided, use the following password: 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and
enter Mtg ID 121212 when prompted.
2
I .
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From colltn rudeenpmail corn [mailto collin rudeen@igmail corn] On Behalf Of Collin Rudeen
Sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce {Mkt Function)
Cc: Younie, John; Peter Richardson; James Carkulis; Lawrence R. Leib
Subject: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the call. James and maybe
Larry Leib will be on the call, in addition to myself.
Regards,
Collin
On Thu, Jan 22, 2009 at 10 18 AM, Griswold, Bruce {Mkt Function} <Bruce Griswold@pacificorp com>
wrote
Collin
Thanks for the documents. We will review and schedule a time to discuss all projects next week. Purpose of
the call would be to clarify the submittals, schedules, and deliverables. Who should we schedule the call
with? We would tentative look at Wednesday for a call.
If Pete will on the call, we will schedule to have our attorney also. Thanks.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: collin.rudeengrnail.com [mailto:collin.rudeenthgmail.com] On Behalf Of Collin Rudeen
Sent: Thursday, January 22, 2009 7:51 AM
To: Griswold, Bruce {Mkt Function); Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please seethe three attached files, sent at Peter Richardson's request.
3
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeen(äexergydevelopment.com
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
I

LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
[e-mail]
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
4
Snow, Michael
From: Griswold, Bruce {Mkt Function}
Sent: Monday, March 23, 2009 11:34 AM
To: James T. Carkulis
Cc: Collin Rudeen; Younie, John
Subject: RE: PURPA contract requests
James,
As a follow-up to your QF requests, we have worked through transmission alternatives at Borah for your six
proposed QF projects Based on your proposed delivery point to the Borah substation, we only have
import capabilities to our Utah system to serve load from Brady on a firm basis of 23 MW total Based on your
requests, we can accommodate a single 20MW project. For a transaction at Borah, Pac would do redirect of
existing Borah reservation to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects. We will need to know which of the standard
projects you would like to proceed with. We are currently preparing a draft intermittent resource PPA and can
provide you the document the end of this week or first of next week. As you are aware, new avoided costs have
been approved for the standard QF PPA and are published on the Idaho PUC website.
Let me know if you have questions. I will forward you the draft PPA as soon as we finish it up.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis [mailto:[e-mail]]
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce {Mkt Function}; Collin Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these
finished quickly.
I We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations
We anticipate having online dates for these projects by 12-December-2010
Regards,
James T. Carkulis
Confidential & Proprietary
1
.
.
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[P] 208.336.9793
[f] 208.336.9431
[m] 406.459.3013
[e] mtliiaiin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the original message
to us at the above address via first class, express mail. Thank you
OriainI Mssn -----
ToColhn Rudeen James Carkulls Lawrence RLeib
Cc: Younie, John
Sent: Friday, January 23, 2009 3:04 PM
Subject: RE: PURPA contract requests
here is the call in information - the time is 9AM Mountain and 8AM Pacific
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
America/Los—Angeles. If provided, use the following password 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and
enter Mtg ID 121212 when prompted.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: collin.rudeengmail.com [mailto:[e-mail]] On Behalf Of Collin Rudeen
Sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce {Mkt Fundion}
Cc: Younie, John; Peter Richardson; James carkulis; Lawrence R. Leib
Subject Re PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the call. James and maybe
Larry Leib will be on the call, in addition to myself.
Regards,
Collin
On Thu, Jan 22, 2009 at 10:18 AM, Griswold, Bruce {Mkt Function) <[e-mail]>
wrote:
Collin
2
I Thanks for the documents We will review and schedule a time to discuss all projects next week Purpose of
the call would be to clarify the submittals, schedules, and deliverables. Who should we schedule the call with?
We would tentative look at Wednesday for a call
If Pete will on the call, we will schedule to have our attorney also Thanks
Bruce Griswold
PaciflCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
.
From: coIIin.rudeencimaiLcom [mailto:coItin.rudeenpmail.com] On Behalf Of Collin Rudeen
Sent: Thursday, January 22, 2009 7:51 AM
To: Griswold, Bruce {Mkt Function}; Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
.
John and Bruce,
.
Please see the three attached files, sent at Peter Richardson's request.
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
[e-mail]
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immediately notify us by telephone, and return the original message to
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3
I
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph 2083369793
crudeenexergydeve1opment corn
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PAC-E-10-O8IRocky Mountain Power
August 16, 2012
XRG Data Request 25
XRG Data Request 25
Please admit or deny that XRG consistently maintained its belief that transmission
would be available at its proposed points of delivery, and consistently requested
PPAs for all 4 projects despite Rocky Mountain Power's perception of a
transmission problem. If denied, please provide supporting evidence that XRG
agreed with Rocky Mountain Power that transmission was a fatal flaw.
Response to XRG Data Request 25
PacifiCorp objects to this request on the basis that PacifiCorp does not possess the
requested information In this data request PacifiCorp is asked to admit or deny
XRG's "belief' relative to the availability of transmission PacifiCorp does not
know what "belief' XRG held and does not have information to ascertain XRG's
"belief." Without waiving its objection and reserving its right to renew this
objection at hearing, PacifiCorp provides the following response.
Deny. PacifiCorp does not have sufficient information to ascertain XRG's
"belief' relative to transmission availability. XRG did not consistently request
PPAs for all four projects In an e-mail communication dated April 1, 2009 from
James Carkulis to Bruce Griswold, XRG instructed PacifiCorp to move forward
with only XRG-DP1O "until we figure out the rest"
Recordholder: Bruce Griswold
Sponsor: To Be Determined
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 26
XRG Data Request 26
Reference Rocky Mountain Power's Response to XRG Request No 16 and
Answer ¶ 8 Please explain how Bruce Griswold (or anyone else at PacifiCorp
C&T) requested information regarding transmission availability for network
resource designation of the XRG projects Provide all supporting evidence of
PacifiCorp C&T's request and PacifiCorp Transmission's response, and please
explain how the evidence provided supports Rocky Mountain Power's position
stated to XRG from on or about March 23, 2009 to September 21, 2010, that
transmission access would only be available for 23 MW and thus only one of the
XRG QFs. If PacifiCorp C&T did not contact PacifiCorp Transmission regarding
the Company's-ability to designate the XRG projects as network resources, please
state so
Response to XRG Data Request 26
PacifiCorp Merchant (Commercial and TradinglC&T) used publicly available
information from OASIS to determine available transmission capacity for XRG
QF requests at the proposed point of delivery. PacifiCorp Merchant does not
request specific Network Resource designation until a power purchase agreement
(PPA) with the resource is executed. PacifiCorp Transmission OATT Section
29.2 (viii) requires an executed PPA with the resource for Network Resource
designation application or an attestation that execution of a PPA is eminent which
then must be provided within two weeks by PacifiCorp Merchant
PacifiCorp did not contact or apply to PacifiCorp Transmission for Network
Resource designation because it did not have an executed PPA with XRG during
the referenced time period
Recordholder: Bruce Griswold
Sponsor: To Be Determined
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 27
XRG Data Request 27
Reference Rocky Mountain Power's Response to XRG's First Production
Request, Attachment XRG 5 (Rocky Mountain Power's September 21, 2010
Letter)
(a)Please admit or deny that Rocky Mountain Power's revised determination
that transmission capacity was available for all 4 XRG projects did not result
from physical upgrades or changes to the transmission system.
(b)Please describe the changed circumstances that resulted in Rocky Mountain
Power's determination regarding additional transmission availability. Please
provide all supporting evidence of the changed circumstances cited, and
please define "Point of Service" as used in the letter and response, including
a reference to where that term is defined in PacifiCorp's OATT or publicly
available Business Practices.
(c)Please identify the dates on which transmission was in fact physically
available for delivery of over 23 MW from the XRG projects at Brady after
January 21, 2009
(d)Admit or deny that a posting on an OASIS website regarding transmission
availability can be an incorrect approximation of actual transmission
availability.
(e)Did PacifiCorp's OASIS website inaccurately post available transmission
capacity on the paths necessary for integration of energy delivered to Brady
or Borah at any time after January 21, 2009? If no physical upgrades were
completed, please explain how the available capacity postings were correct
prior to the times listed in the September 21, 2010 letter.
Response to XRG Data Request 27
(a)PacifiCorp admits the revised determination did not result from physical
upgrades or physical changes to the transmission system The revised
determination resulted from a modification to include Path C as a Point of
Service (for network reservations) on OASIS July 15, 2010 which did not
result from physical upgrades or physical changes to the transmission
system.
(b)The circumstance that changed was a modification made to include Path C as
a Point of Service (for Network reservations) on OASIS. The definition for
"point of service" is a point in a path for scheduling purposes only. Unlike a
point of receipt or a point of delivery, a transmission request cannot originate
or end at a point of service.
(c)No determination was done, and therefore no identifiable dates were
established, for physical transmission availability for the delivery of over 23
MW from the XRG projects at Brady. PacifiCorp Energy letter of
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 27
September 21, 2010 (the referenced Attachment XRG 5) refers to availability
of firm scheduling service for the XRG projects
(d)Without additional context from the complainant, PacifiCorp cannot provide
a meaningful response It appears complainant is associating available
OASIS path scheduling transfer capability with available physical
transmission facility capability which would be out of context for PacifiCorp
Energy letter of September 21, 2010 (the referenced Attachment XRG 5).
OASIS is the most accurate and current information available regarding
system capabilities It can and does change over time as information and use
of the system changes
(e)No, PacifiCorp's OASIS website did not inaccurately post available
transmission capacity on the paths necessary for integration of energy
delivered to Brady or Borah at any time after January 21, 2009
The postings were correct As was explained in PacifiCorp's response to
data request 21 (b), Idaho Power's decision to split the postings for Borah
and Brady resulted in the need to also separate the two physical points on
PacifiCorp's OASIS. Splitting the points, allowed PacifiCorp to identify and
post some additional firm scheduling flexibility for both paths independently.
Recordholder Kenneth Houston / Jim Portouw
Sponsor To Be Determined
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 31
XRG Data Request 31
Reference Rocky Mountain Power's Response to XRG's First Production
Request, Attachment XRG 1, Part 2 (containing emails from Jim Partouw, a
Trader for PacifiCorp C&T, to John Younie, PacifiCorp C&T, on January 29,
2009, stating in response to Mr. Younie's inquiry into transmission capacity:
"Suggest PPA be contingent upon receiving Network Resource status").
(a)Please admit or deny that Rocky Mountain Power did not offer the option to
XRG to make the requested PPAs "contingent upon receiving Network
Resource status."
(b)If admit, please explain why Rocky Mountain Power did not offer the option
to XRG to make the requested PPAs "contingent upon receiving Network
Resource status."
(c)If deny, please provide supporting evidence.
Response to XRG Data Request 31
Please note the correct spelling for "Jim Partouw" is Jim Portouw.
(a)Deny. All of PacifiCorp's QF purchases are Network Resources.
(b)Please refer to the Company's response to subpart (a) above.
(c)Please refer to Attachment XRG 31, an email delivered to Mr. Carkulis on
May 11, 2009.
Recordholder: Bruce Griswold
Sponsor: To Be Determined
Snow, Michael
From: Griswold, Bruce {Mkt Function}
Sent: Monday, May 11, 2009 5:26 PM
To: James T. Carkulis
Cc: Younie, John; Ken Kaufmann
Subject: RE: contracts
Attachments: 11May09 draft Idaho MAG PPA.doc; Re: PURPA contract requests
James
Please find the attached draft Idaho standard QF PPA to be used for a wind project. It should include all the
recent Idaho commission orders It does not include Addendum W which is the bolt-on addendum for an off-
system project delivering to PacifiCorp I will send that separately. Per our last communication (attached), we
indicated PacifiCorp does not have sufficient transmission at Borah or Brady to accept any project greater than
23MW and you selected one project, XRG-DP 10, that would be developed into a PPA Please provide a
redline to this document with your proposed changes for discussion If you or your team, have questions on the
PPA, please call.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis {mai Ito: mtIiin-tch.comJ
Sent: Monday, May 11, 2009 5:35 AM
To: Griswold, Bruce {Mkt Function}
Subject: contracts
Bruce:
In January, PacifiCorp agreed the strategy with XRG was to have all 6 contract requests before the IPUC by the end of
April. To date, not one draft has been tendered by PacifiCorp. We realize these are exciting times and all are very busy,
but all the Aurora work should have been accomplished on JR1 and Jack Ranch by now, the 4 drafts on XRG-DP 7 thru
10 should be in our hands for review.
We would appreciate if we could receive these contracts for review and comment to move to execution
Thank you
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208.336.9793
[f] 208.336.9431
[m] 406.459.3013
[e] mtIkin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWSE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the original message
to us at the above address via first class, express mail. Thank you
1
Snow, Michael
From: James T. Carkulis [[e-mail] ]
Sent: Wednesday, April 01, 2009 4:39 PM
To: Griswold, Bruce {Mkt Function)
Cc: Collin Rudeen; Younie, John
Subject Re PURPA contract requests
Bruce
Let's move forward on a 20 MW project until we figure out the rest. Let's use XRG-DP 10 for now as the project.
Thank you.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
(p1 208 336 9793
(f] 208.336.9431
[m] 4064593013
[e] mtlkin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of this
communication is strictly prohibited. If you have received this communication in error, please immediately notify us by telephone, and return the original message
to us at the above address via first class, express mail. Thank you
flririinml _____
Cc: Collin Rudeen ; Younie, John
Sent: Monday, March 23, 2009 11:34 AM
Subject: RE: PURPA contract requests
James,
As a follow-up to your QF requests, we have worked through transmission alternatives at Borah for your six
proposed QF projects. Based on your proposed delivery point to the Borah substation, we only have
import capabilities to our Utah system to serve load from Brady on a firm basis of 23 MW total. Based on your
requests, we can accommodate a single 20MW project. For a transaction at Borah, Pac would do redirect of
existing Borah reservation to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects. We will need to know which of the
standard projects you would like to proceed with We are currently preparing a draft intermittent resource PPA
and can provide you the document the end of this week or first of next week As you are aware, new avoided
costs have been approved for the standard QF PPA and are published on the Idaho PUC website.
Let me know if you have questions. I will forward you the draft PPA as soon as we finish it up.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
1
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis [mailto:[e-mail]]
Sent: Tuesday, February 17, 2009 5:46 AM
To: Griswold, Bruce {Mkt Function}; Collin Rudeen; Lawrence R. Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these
finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations.
We anticipate having online dates for these projects by 12-December-2010.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LIC
[p] 208.336.9793
[f] 208.336.9431
[m] 406.459.3013
[e] mtlkin-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE
PROTECTED BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it to the intended recipient, you are hereby notified that any dissemination, distribution or
copying of this communication is strictly prohibited. if you have received this communication in error, please immediately notify us by telephone, and return the
original message to us at the above address via first class, express mail. Thank you
Original Mess e -----
To: Collin Rudeen ; James Carkulis; Lawrence R. Leib
Cc: Younie, John
Sent: Friday, January 23, 2009 3:04 PM
Subject RE PURPA contract requests
here is the call in information - the time is SIAM Mountain and 8AM Pacific
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM America/Los—Angeles. If provided, use the following password: 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and
enter Mtg ID 121212 when prompted.
2
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: collin.rudeengmail.com [mailto:[e-mail]] On Behalf Of Collin Rudeen
Sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce {Mkt Function)
Cc: Younie, John; Peter Richardson; James carkulis; Lawrence R. Leib
Subject Re PURPA contract requests
Bruce,
U
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the call James and maybe
Larry Leib will be on the call, in addition to myself.
Regards,
Collin
On Thu, Jan 22, 2009 at 10:18 AM, Griswold, Bruce JMkt Function} <Bruce Griswold@pacificorp corn>
wrote:
Collin
Thanks for the documents We will review and schedule a time to discuss all projects next week Purpose of
the call would be to clarify the submittals, schedules, and deliverables. Who should we schedule the call
with? We would tentative look at Wednesday for a call.
If Pete will on the call, we will schedule to have our attorney also. Thanks.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: coIlin.rudeen(pmail.com [mailto:collin.rudeen(pmail.com ] On Behalf Of Collin Rudeen
Sent Thursday, January 22, 2009 7:51 AM
To: Griswold, Bruce (Mkt Function); Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please see the three attached files, sent at Peter Richardson's request
3
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
..l. 'ThQ 1')I (V1(V) nit. vo.JJv.J I J
[e-mail]
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
I

Addressee(s) named above If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
crudeen(exergydevelopment.com
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
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dissemination, distribution or copying of this communication is strictly
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immediately notify us by telephone, and return the original message to
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4
-
.
-
THIS WORKING DRAFT DOES NOT CONSTITUTE A BINDING OFFER, SHALL NOT FORM THE
BASIS FOR AN AGREEMENT BY ESTOPPEL OR OTHERWISE, AND IS CONDITIONED UPON EACH
PARTY'S RECEIPT OF ALL REQUIRED MANAGEMENT APPROVALS (INCLUDING FINAL CREDIT
AND LEGAL APPROVAL) AND ALL REGULATORY APPROVALS. ANY ACTIONS TAKEN BY A
PARTY IN RELIANCE ON THE TERMS SET FORTH IN THIS WORKING DRAFT OR ON STATEMENTS
MADE DURING NEGOTIATIONS PURSUANT TO THIS WORKING DRAFT SHALL BE AT THAT
PARTY'S OWN RISK UNTIL THIS AGREEMENT IS NEGOTIATED, APPROVED BY MANAGEMENT,
SIGNED, DELIVERED AND APPROVED BY ALL REQUIRED REGULATORY BODIES, NO PARTY
SHALL HAVE ANY OTHER LEGAL OBLIGATIONS, EXPRESSED OR IMPLIED, OR ARISING IN ANY
OTHER MANNER UNDER THIS WORKING DRAFT OR IN THE COURSE OF NEGOTIATIONS
POWER PURCHASE AGREEMENT
BETWEEN
[a non-fueled, Intermittent Resource with Mechanical Availability Guarantee, Idaho
Qualifying Facility—i OaMW/Month or less]
AND
PACIFICORP
Section1: Definitions ......................................................................................................... 1
Section 2: Term, Commercial Operation Date ................................................................... 8
Section 3: Representations and Warranties ......................................................................... .9
Section 4: Delivery of Power; Availability Guaranty ....................................................... 11
Section 5: Purchase Prices................................................................................................ 13
Section 6 Operation and Control 16
Section 7 Motive Force 19
Section 8 Generation Forecasting Costs 20
Section 9 Metering, Reports and Records 20
Section 10 Billings, Computations and Payments 22
Section 11 Security 23
Section 12: Defaults and Remedies .................................................................................. 24
Section13: Indemnification .............................................................................................. 26
Section 14: Liability and Insurance.................................................................................. 27
Section 15: Force Majeure....................................... ... ............................... ... .................... 28
Section 16: Several Obligations........................................................................................ 29
Section17: Choice of Law ................................................................................................. 29
Section 18: Partial Invalidity ............................................................................................ 30
Section 19 Waiver 30
Section 20 Governmental Jurisdiction and Authorizations 30
Section 21 Successors and Assigns 30
Section 22: Entire Agreement ........................................................................................... 30
Section23: Notices ........................................................................................................... 31
U
DRAFT
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT, entered into this day of , 20_,
is between [Seller's name], an ________[Seller's
state of incorporation] [corporation, partnership, or limited liability company]
(the "Seller") and PacifiCorp, an Oregon corporation acting in its merchant function capacity
("PaciflCorp"). Seller and PacifiCorp are referred to collectively as the "Parties" and
individually as a "Party".
RECITALS
A Seller intends to construct, own, operate and maintain a
[state type of facility] facility for the generation of
electric power located in [City, County] with an expected
Facility Capacity Rating of -kilowatts (kW) ("Facility").
B Seller intends to operate the Facility as a Qualifying Facility, as such term is
defined in Section 1.50 below.
C Seller estimates that the average annual Net Output to be delivered by the Facility
to PacifiCorp is kilowatt-hours (kWh) ("Average Annual Net Output") pursuant
to the monthly Energy Delivery Schedule in Exhibit D hereto, which amount of energy
PacifiCorp will include in its resource planning
D PacifiCorp intends to designate Seller's Facility as a Network Resource for the
purposes of serving Network Load
E This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jurisdictional
Cost Allocation Revised Protocol and, as such, the costs of QF energy under this Agreement
shall be allocated as a system resource unless any portion of those costs exceeds the cost
PacifiCorp would have otherwise incurred acquiring comparable resources. In that event, the
Revised Protocol assigns those excess costs on a situs basis to the state in which the Facility is
located. In addition, for the purposes of inter-jurisdictional cost allocation, PacifiCorp represents
that the costs of this Agreement do not exceed the costs PacifiCorp would have otherwise
incurred acquiring resources in the market that are defined as "Comparable Resources" in
Appendix A to the Inter-Jurisdictional Cost Allocation Revised Protocol For the purposes of
inter-jurisdictional cost allocation, PacifiCorp represents that the costs and revenues from the
energy and capacity sold to Seller by PacifiCorp will be assigned on a situs basis to the state to
which Net Output from the Facility is delivered
F Seller [j has []has not authorized Transmission Provider to release generation
data to PacifiCorp. If yes, the authorization is attached as Exhibit H.
NOW, THEREFORE, the Parties mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the following terms shall have the following meanings:
1
DRAFT
1.1 "As-built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completion of construction of the Facility, accurately describing the completed
Facility.
1.2 "Availability" means, for any Billing Period, the ratio, expressed as a percentage,
of (x) the aggregate sum of the turbine-minutes in which each of the Wind Turbines at the
Facility was available to generate at the Maximum Facility Delivery Rate during the Billing
Period over (y) the product of the number of Wind Turbines that comprise the Facility Capacity
Rating as of Commercial Operation multiplied by the number of minutes in such Contract Year.
A Wind Turbine shall be deemed not available to operate during minutes in which it is (a) in an
emergency, stop, service mode or pause state, (b) in "run" status and faulted, or (c) otherwise not
operational or capable of delivering at the Maximum Facility Delivery Rate to the Point of
Delivery; unless if unavailable due solely to (i) a default by PacifiCorp; (ii) a curtailment in
accordance with Section 6.2.1 or Section 6.2.2(b) or (d); or (iii) insufficient 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).
1.3 "Billing Period" means the time period between PacifiCorp's reading of its power
purchase meter at the Facility and for this Agreement shall coincide with calendar months
1.4 "Commercial Operation" means that not less than the 90% of the expected
Facility Capacity Rating is fully operational and reliable and the Facility is fully interconnected,
fully integrated, and synchronized with the System, all of which shall be Seller's responsibility to
receive or obtain, and which occurs when all of the following events (i) have occurred, and (ii)
remain simultaneously true and accurate as of the date and moment on which Seller gives
PacifiCorp notice that Commercial Operation has occurred:
1.4.1 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facility Capacity Rating of the Facility at
the anticipated time of Commercial Operation and (b) stating that the Facility is able to
generate electric power reliably in amounts required by this Agreement and in accordance
with all other terms and conditions of this Agreement
1.4.2 Start-Up Testing of the Facility has been completed in accordance
with Exhibit E.
1.4.3 PacifiCorp has received a certificate (attached hereto as Exhibit I)
addressed to PacifiCorp from a Licensed Professional Engineer, an attorney in good
standing in Idaho, or a letter from Transmission Provider, stating that, in accordance with
the Generation Interconnection Agreement, all required interconnection facilities have
been constructed, all required interconnection tests have been completed and the Facility
is physically interconnected with the System in conformance with the Generation
Interconnection Agreement and able to deliver energy consistent with the terms of this
Agreement, and the Facility is fully integrated and synchronized with the System
1.4.4 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good standing in Idaho, stating that
2
I
I
DRAFT
Seller has obtained all Required Facility Documents and, if requested by PacifiCorp in
writing, Seller shall have provided copies of any or all such requested Required Facility
Documents
1.4.5 Seller has complied with the security requirements of Section 11
Seller shall provide written notice to PacifiCorp stating when Seller believes that the Facility has
achieved Commercial Operation and its Facility Capacity Rating accompanied by the certificates
described above. PacifiCorp shall have ten days after receipt either to confirm to Seller that all
of the conditions to Commercial Operation have been satisfied or have occurred, or to state with
specificity what PacifiCorp reasonably believes has not been satisfied If, within such ten day
period, PacifiCorp does not respond or notifies Seller confirming that the Facility has achieved
Commercial Operation, the original date of receipt of Seller's notice shall be the Commercial
Operation Date If PacifiCorp notifies Seller within such ten day period that PacifiCorp believes
the Facility has not achieved Commercial Operation, Seller must address the concerns stated in
PacifiCorp's notice to the mutual satisfaction of both Parties, and Commercial Operation shall
occur on the date of such satisfaction, as specified in a notice from PacifiCorp to Seller. If
Commercial Operation is achieved at less than one hundred percent (100%) of the expected
Facility Capacity Rating, Seller shall provide PacifiCorp an expected date for achieving the
expected Facility Capacity Rating, and the Facility Capacity Rating on that date shall be the final
Facility Capacity Rating under this Agreement. In no event will delay in achieving the expected
Facility Capacity Rating beyond the Commercial Operation Date postpone the Expiration Date
specified in Section 2 1
1.5 "Commercial Operation Date" means the date the Facility first achieves
Commercial Operation
1.6 "Commission" means the Idaho Public Utilities Commission
1.7 "Conforming Energy" means all Net Energy except Non-Conforming Energy and
Inadvertent Energy.
1.8 "Conforming Energy Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5 1
1.9 "Contract Year" means a twelve (12) month period commencing at 00:00 hours
Mountain Prevailing Time ("MPT") on January 1 and ending on 24:00 hours MPT on
December 31, provided, however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last Contract
Year shall end on the Expiration Date, unless earlier terminated as provided herein.
1.10 "Curtailment Energy" shall have the meaning set forth in Section 6.2.1 of this
Agreement.
I
I
I 1.11 "Cut-in Wind Speed" means the wind speed at which a stationary wind turbine
begins producing Net Energy, as specified by the turbine manufacturer and set forth in Exhibit
A.
3
DRAFT
1 12 "Delay Liquidated Damages", "Delay Period", "Delay Price" and "Delay
Volume" shall have the meanings set forth in Section 2.3 of this Agreement. "Delay Security"
shall have the meaning set forth in Section 11.1.1 of this Agreement.
1.13 "Default Security" shall have the meaning set forth in Section 11.2 of this
Agreement.
114 "Effective Date" shall have the meaning set forth in Section 2.1 of this
Agreement
1.15 "Energy Delivery Schedule" shall have the meaning set forth in Section 4.3 of
this Agreement
1.16 "Environmental Attributes" means 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 substance to the air, soil or water, which are
deemed of value by PacifiCorp Environmental Attributes include but are not limited to (1) any
avoided emissions of pollutants to the air, soil, or water such as (subject to the foregoing) sulfur
oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and other pollutants, and (2) any
avoided emissions of carbon dioxide (CO2), methane (CH4), and other greenhouse gases
(GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate
Change to contribute to the actual or potential threat of altering the Earth's climate by trapping
heat in the atmosphere Environmental Attributes do not include (i) Production Tax Credits or
certain other tax incentives existing now or in the future associated with the construction,
ownership or operation of the Facility, (ii) matters designated by PacifiCorp as sources of
liability, or (iii) adverse wildlife or environmental impacts
1.17 "Expiration Date" shall have the meaning set forth in Section 2.1 of this
Agreement
1.18 "Facility" means Seller's project, including the Seller's Interconnection Facilities,
as described in the Recitals, Exhibit A, and Exhibit B
1 19 "Facility Capacity Rating" means the sum of the Nameplate Capacity Ratings for
all generators comprising the Facility.
1.20 "Force Majeure" has the meaning set forth in Section 15.1.
1.21 "Forced Outage" means 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 Planned Outages are not Forced Outages
1.22 "Generation Interconnection Agreement" means the generation interconnection
agreement to be entered into separately between Seller and Transmission Provider, as applicable,
specifying the Point of Delivery and providing for the construction and operation of the
Interconnection Facilities.
ri
WME
I
1.23 "Inadvertent Energy" means: (1) 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 Maximum Facility Delivery Rate on an hour-averaged basis
1.24 "Index Price" shall mean the average of: (1) the weighted average of the daily
On-Peak and Off-Peak Dow Jones Mid-Columbia index prices for firm energy; and (2) the
weighted average of the daily On-Peak and Off-Peak Dow Jones Palo Verde index (Dow Jones
Palo Verde Index) prices for firm energy. For Sunday and NERC holidays, the 24-Hour Index
Price shall be used, unless Dow Jones shall publish a Firm On-Peak and Firm Off-Peak Price for
such days for Mid-C and Palo Verde, in which event such indices shall be utilized for such days.
If the Dow Jones index or any replacement of that index ceases to be published during the term
of this Agreement, PacifiCorp shall select as a replacement a substantially equivalent index that,
after any appropriate or necessary adjustments, provides the most reasonable substitute for the
index in question. PacifiCorp's selection shall be subject to Seller's consent, which Seller shall
not unreasonably withhold, condition or delay.
1.25 "Initial Year Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3. 1
1.26 "Interconnection Facilities" means all the facilities and ancillary equipment used
to interconnect the Facility to the System, as defined in the Generation Interconnection
Agreement.
1.27 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in its
reasonable judgment who is licensed to practice engineering in the state of Idaho, who has
training and exnerience in the enineeriri dic'in1ine(c relevant to the matters with ------ 1 ------------------------ r'i -'-- e ----'--- .----", rene t to
I
..---.
which such person is called to provide a certification, evaluation and/or opinion, who has no
economic relationship, association, or nexus with the Seller, and who is not a representative of a
consulting engineer, contractor, designer or other individual involved in the development of the
Facility, or of a manufacturer or supplier of any equipment installed in the Facility. Such
Licensed Professional Engineer shall be licensed in an appropriate engineering discipline for the
required certification being made. The engagement and payment of a Licensed Professional
Engineer solely to provide the certifications, evaluations and opinions required by this
Agreement shall not constitute a prohibited economic relationship, association or nexus with the
Seller, so long as such engineer has no other economic relationship, association or nexus with the
Seller.
1.28 "Maintenance Outage" means any outage of one or more Wind Turbines that is
not a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the Wind Turbine(s) be
removed from service before the next Planned Outage A Maintenance Outage may occur any
time during the year and must have a flexible start date
1.29 "Material Adverse Change" shall mean, with respect to the Seller, if the Seller,
in the reasonable opinion of PacifiCorp, has experienced a material adverse change in ability to
fulfill its obligations under this Agreement.
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DRAFT
1 30 "Maximum Facility Delivery Rate" means the maximum instantaneous rate (kW)
at which the Facility is capable of delivering Net Output at the Point of Delivery, as specified in
Exhibit A, and in compliance with the Generation Interconnection Agreement
1.31 "Maximum Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month In
accordance with Commission Order No 29632, the Maximum Monthly Purchase Obligation for
a given month, in kWh, shall equal 10,000 kW multiplied by the total number of hours in that
month and prorated for any partial month
1.32 "Nameplate Capacity Rating" means the maximum instantaneous generating
capacity of any qualifying small power or cogeneration generating unit supplying all or part of
the energy sold by the Facility, expressed in MW or kW, when operated consistent with the
manufacturer's recommended power factor and operating parameters, as set forth in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
1.33 "NERC" means the North American Electric Reliability Corporation
1.34 "Net Energy" means the energy component, in kWh, of Net Output
1.35 "Net Output" means all energy and capacity produced by the Facility, less station
use and less transformation and transmission losses and other adjustments, if any. For purposes
of calculating payment under this Agreement, Net Output of energy shall be the amount of
energy flowing through the Point of Delivery, less any station use not provided by the Facility.
Net Output does not include Inadvertent Energy.
1.36 "Network Resource" shall have the meaning set forth in the Tariff.
1.37 "Network Service Provider" means PacifiCorp Transmission, as a provider of
network service to PacifiCorp under the Tariff.
1.38 "Non-Conforming Energy" means Net Output produced by the Facility prior to
the Commercial Operation Date
1.39 "Non-Conforming Energy Purchase Price" means the applicable price for Non-
Conforming Energy and capacity, specified in Section 5 1
1.40 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.41 "On-Peak Hours" means hours from 7:00 a.m. to 11:00 p.m. Mountain Prevailing
Time, Monday through Saturday, excluding Western Electricity Coordinating Council (WECC)
and North American Electric Reliability Corporation (NERC) holidays.
1.42 "Output Shortfall" and "Output Shortfall Damages" shall have the meanings
set forth in Section 4.5 of this Agreement.
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DRAFT
1.43 "PacifiCorp" is defined in the first paragraph of this Agreement, and excludes
PacifiCorp Transmission
1.44 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting in
its interconnection and transmission function capacity.
1.45 "Planned Outage" means an outage of predetermined duration that is scheduled in
Seller's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or inspections are typical
planned outages Maintenance Outages and Forced Outages are not Planned Outages
1.46 "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
1.47 "Prime Rate" means the rate per annum equal to the publicly announced prime
rate or reference rate for commercial loans to large businesses in effect from time to time quoted
by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the
applicable Prime Rate shall be the announced prime rate or reference rate for commercial loans
in effect from time to time quoted by a bank with $10 billion or more in assets in New York
City, N.Y., selected by the Party to whom interest based on the prime rate is being paid.
1.48 "Production Tax Credits" means production tax credits under Section 45 of the
Internal Revenue Code as in effect from time to time during the term hereof or any successor or
other provision providing for a federal tax credit determined by reference to renewable electric
energy produced from wind resources and any correlative state tax credit determined by
reference to renewable electric energy produced from wind resources for which the Facility is
eligible
1.49 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electrical utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the facts
known at the time a decision is made, could have been expected to accomplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition Prudent Electrical
Practices is not intended to be limited to the optimum practice, method or act to the exclusion of
all others, but rather to be a spectrum of possible practices, methods or acts
1.50 "QF" means "Qualifying Facility", as that term is defined in the version of
FERC Regulations (codified at 18 CFR Part 292) in effect on the date of this Agreement
1.51 "Required Facility Documents" means all deeds, titles, leases, licenses, permits,
authorizations, and agreements demonstrating that seller controls the necessary property rights
and government authorizations to construct, operate, and maintain the Facility, including without
limitation those set forth in Exhibit C.
1.52 "Scheduled Commercial Operation Date" means the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.6.
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DRAFT
1.53 "Scheduled Monthly Energy Delivery" means the Net Energy scheduled to be
delivered during a given calendar month, as specified by Seller in the Energy Delivery Schedule.
1.54 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost Share"
shall have the meanings set forth in Sections 8.2 and 8.3 respectively.
1.55 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
1.56 "System" means the electric transmission substation and transmission or
distribution facilities owned, operated or maintained by Transmission Provider, which shall
include, after construction and installation of the Facility, the circuit reinforcements, extensions,
and associated terminal facility reinforcements or additions required to interconnect the Facility,
all as set forth in the Generation Interconnection Agreement.
1.57 "Tariff' means the PacifiCorp Transmission FERC Electric Tariff Seventh
Revised Volume No. 11 Pro Forma Open Access Transmission Tariff or the Transmission
Provider's corresponding FERC tariff or both, as revised from time to time
1.58 "Transmission Provider" means PacifiCorp Transmission or a successor,
including any regional transmission organization ("RTO")
1.59 "Wind Turbine" means a [description of intended wind turbine model]. At its
full Facility Capacity Rating, the Facility will consist of Wind Turbines.
SECTION 2: TERM, COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effective after execution by both Parties and after
approval by the Commission ("Effective Date"), provided, however, this Agreement shall not
become effective until the Commission has determined that the prices to be paid for energy and
capacity are just and reasonable, in the public interest, and that the costs incurred by PacifiCorp
for purchases of capacity and energy from Seller are legitimate expenses, all of which the
Commission will allow PacifiCorp to recover in rates in Idaho in the event other jurisdictions
deny recovery of their proportionate share of said expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect until
[enter date that is no later than 20 years after the Scheduled Commercial
Operation Date] ("Expiration Date").
I 2 2 Time is of the essence of this Agreement, and Seller's ability to meet certain
requirements prior to the Commercial Operation Date and to achieve Commercial Operation by
the Scheduled Commercial Operation Date is critically important Therefore,
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DRAFT
2.2.1 By , Seller shall obtain and provide to
PacifiCorp copies of all governmental permits and authorizations necessary for
construction of the Facility.
2.2.2 By Seller shall provide to PacifiCorp a copy
of an executed Generation Interconnection Agreement, whose terms shall be consistent
with the terms of this Agreement
2.2.3 By the date 5 business days after the Effective Date, Seller shall
provide Delay Security required under Section 11 1 1, as applicable
2.2.4 By the date 30 calendar days after the Effective Date, Seller shall
provide Default Security required under Section 11 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 , Seller shall have achieved Commercial
Operation ("Scheduled Commercial Operation Date")
2.2.7 Beginning , Seller shall provide PacifiCorp a
one-page monthly update by e-mail on the progress of the milestones in this Section 2.2.

2.3 Seller shall cause the Facility to achieve Commercial Operation on or before the
Scheduled Commercial Operation Date If Commercial Operation occurs after the Scheduled
Commercial Operation Date, Seller shall be liable to pay PacifiCorp delay damages for the
number of days ("Delay Period") the Commercial Operation Date occurs after the Scheduled
Commercial Operation Date, up to a total of 120 days ("Delay Liquidated Damages")
Delay Liquidated Damages equals the sum of the Delay Price times the Delay Volume,
for each day of the Delay Period
Where
"Delay Price" equals the positive difference, if any, of the Index Price minus the
weighted average 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
The Parties agree that the damages PacifiCorp would incur due to delay in the Facility achieving
Commercial Operation on or before the Scheduled Commercial Operation Date would be
difficult or impossible to predict with certainty, and that the Delay Liquidated Damages are an
appropriate approximation of such damages.
SECTION 3: REPRESENTATIONS AND WARRANTIES

3.1 PacifiCorp represents, covenants, and warrants to Seller that
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DRAFT
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 according 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 transactions 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
indenture, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any court, or any regulatory agency or other body having authority to which
PacifiCorp is subject.
3.1.5 Subject to Commission approval, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance
with its terms (except as the enforceability of this Agreement may be limited by
bankruptcy, insolvency, bank moratorium or similar laws affecting creditors' rights
generally and laws restricting the availability of equitable remedies and except as the
enforceability of this Agreement may be subject to general principles of equity, whether
or not such enforceability is considered in a proceeding at equity or in law)
3.2 Seller represents, covenants, and warrants to PacifiCorp that
3.2.1 Seller is a [corporation, partnership, or limited liability
company] duly organized and validly existing under the laws of [state
of Seller's incorporation].
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and officers have taken all actions
required to authorize the execution, delivery and performance of this Agreement and the
consummation 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 indenture, mortgage, or other material
agreement binding on Seller or any valid order of any court, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of
this Agreement may be limited by bankruptcy, insolvency, bank moratorium or similar
laws affecting creditors' rights generally and laws restricting the availability of equitable
remedies and except as the enforceability of this Agreement may be subject to general
10
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DRAFT
principles of equity, whether or not such enforceability is considered in a proceeding at
equity or in law)
3.2.6 The Facility is and shall for the term of this Agreement continue to
be a QF. Seller has provided the appropriate QF certification, which may include a
Federal Energy Regulatory Commission self-certification to PacifiCorp prior to
PacifiCorp's execution of this Agreement. At any time PacifiCorp has reason to believe
during the term of this Agreement that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written legal opinion from an attorney in
good standing in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facility, stating that the Facility is a QF and providing
sufficient proof (including copies of all documents and data as PacifiCorp may request)
demonstrating that Seller has maintained and will continue to maintain the Facility as a
QF.
3.2.7 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankruptcy proceeding, is unable to
pay its bills in the ordinary course of its business, or is the subject of any legal or
regulatory action, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement
3.2.8 Seller has not at any time defaulted in any of its payment obligations
for electricity purchased from PacifiCorp.
3.2.9 Seller is not in default under any of its other agreements and is
current on all of its financial obligations.
.

3 2 10 Seller owns, and will continue to own for the term of this
Agreement, all right, title and interest in and to the Facility, free and clear of all liens and
encumbrances other than liens and encumbrances related to third-party financing of the
Facility.
3.3 Notice If at any time during this Agreement, any Party obtains actual knowledge
of any event or information which would have caused any of the representations and warranties
in this Section 3 to have been materially untrue or misleading when made, such Party shall
provide the other Party with written notice of the event or information, the representations and
warranties affected, and the action, if any, which such Party intends to take to make the
representations and warranties true and correct. The notice required pursuant to this Section
shall be given as soon as practicable after the occurrence of each such event
SECTION 4: DELIVERY OF POWER; AVAILABILITY GUARANTY
4.1 Delivery and Acceptance of Net Output Unless otherwise provided herein,
PacifiCorp will purchase and Seller will sell all Net Output from the Facility.
4.2 No Sales to Third Parties. During the term of this Agreement, Seller shall not sell
any Net Output from the Facility to any entity other than PacifiCorp.
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DRAFT
4 3 Energy Delivery Schedule Seller shall prepare and provide to PacifiCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivered by the Facility
("Energy Delivery Schedule"), in accordance with the following:

4.3.1 During the first twelve full calendar months following the
Commercial Operation Date, Seller predicts that the Facility will produce and deliver the
following monthly amounts ("Initial Year Energy Delivery Schedule"):
Month Eneriy Delivery (kWh )
January
February
March
April
May
June
July
August
September
October
November
December

4.3.2 Seller may revise the Initial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.

4.3.3 Beginning at the end of the ninth full calendar month of operation,
and at the end of every 3rd month thereafter, Seller shall supplement the Energy Delivery
Schedule with three additional months of forward estimates (which shall be appended to
this Agreement as Exhibit D) ("Subsequent Energy Delivery Schedule"), such that the
Energy Delivery Schedule will provide at least three months of scheduled energy
estimates at all times. Seller shall provide Subsequent Energy Delivery Schedules no
later than 5:00 pm of the 5th day after the due date. If Seller does not provide a
Subsequent Energy Delivery Schedule by the above deadline, scheduled energy for the
omitted period shall equal the amounts scheduled by Seller for the same three-month
period during the previous year.

4.3.4 Beginning with the end of the third month after the Commercial
Operation Date and at the end of every third month thereafter the Seller may not revise
the immediate next three months of previously provided Energy Delivery Schedules. But
by written notice given to PacifiCorp no later than 5:00 PM of the 5th day after the end of
any such third month, the Seller may revise all other previously provided Energy
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DRAFT
Delivery Schedules. Failure to provide timely written notice of changed amounts will be
deemed to be an election of no change.
4.4 Minimum Availability Obligation Seller shall cause the Facility to achieve an
Availability of at least 85% during each month ("Guaranteed Availability").
4.5 Liquidated Damages for Output Shortfall If the Availability in any given month
falls below the Guaranteed Availability, the resulting shortfall shall be expressed in kWh as the
"Output Shortfall." The Output Shortfall shall be calculated in accordance with the following
formula
Output Shortfall = (Guaranteed Availability - Availability) *
Scheduled Monthly Energy Delivery
Seller shall pay PacifiCorp for any Output Shortfall 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 Purchase Prices ("Output Shortfall Damages").
Output Shortfall Damages = Output Shortfall * Output Shortfall Price
Where:
Output Shortfall Price = (Index Price - Weighted Average CEPP), except
that if Output Shortfall Price < 0, then Output
Shortfall Price = 0
Weighted Average CEPP = the weighted average On-Peak and Off-Peak
Conforming Energy Purchase Prices for the month
of Output Shortfall
If an Output Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Party agrees and acknowledges that (a) the damages that PacifiCorp would incur
due to the Facility's failure to achieve the Guaranteed Availability would be difficult or
impossible to predict with certainty, and (b) the liquidated damages 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 9.2 and 9 3, PacifiCorp
shall have the right, but not the obligation, to audit the Facility's compliance with its Guaranteed
Availability using any reasonable methods Seller agrees to retain all performance related data
for the Facility for a minimum of three years, and to cooperate with PacifiCorp in the event
PacifiCorp decides to audit 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
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for the month and On-Peak Hours or Off-Peak Hours and the wind integration cost using the
following formulae, in accordance with Commission Order Nos 30423, 30497, and 30744
Conforming Energy Purchase Price = (ARce * MPM) - WIC
Non-Conforming Energy Purchase Price = (ARnee * MPM) - WIC
Where:
AR = Conforming Energy annual rate from Table 1, below, for the year
of the Net Output
ARnee = the lower of
85% of the Conforming Energy annual rate from Table 1,
below, for the year of Net Output
or
85% of weighted average of the daily On-Peak and Off-
Peak Dow Jones Mid-Columbia index prices for firm
energy for the month, or portion of month, of Net Output
MPM = 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 occurred during On-Peak Hours or Off-Peak Hours
WIC = $5 10/MWh, the wind integration cost prescribed in Commission
Order No. 30497.
Example calculations are provided in Exhibit G
Table 1: Conforming Energy Annual Rates (from Commission Order No. 30744)*
Annual Rate (AR
Conforming Energy
-)
Year $/MWh
2009 76.73
2010 75.83
2011 77.95
2012 80.24
2013 82.14
2014 84.09
2015 86.09
2016 88.25
2017 90.34
2018 92.60
2019 94.80
2020 97.05
* If Seller has elected levelized pricing for Net Output, additional security requirements in
Section 11.2 apply.
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2021 99.36
2022 101.73
2023 104.15
2024 106.64
2025 109.19
2026 112.30
2027 115.50
2028 118.80
2029 122.20
2030 125.71
2031 128.55
Table 2: Monthly On-Peak/Off-Peak Multipliers (from Commission Order No. 30423)
Month On-Peak
Hours
Off-Peak
Hours
January 103% 94%
February 105% 97%
March 95% 80%
April 95% 76%
May 92% 63%
June 94% 65%
July 121% 92%
August 121% 106%
September 109% 99%
October 115% 105%
November 110% 96%
December 129% 120%
5.2 Payment
For each Billing Period in each Contract Year, PacifiCorp shall pay Seller as follows
For delivery of Conforming Energy
Payment = (CEnergyonpeak * CEPPriceo..p, / 1000) +
(CEnergyoff..pk * CEPPriceoff.peak / 1000)
For delivery of Non-Conforming Energy:
Payment (NCEnergyo Pk * NCEPPrice o Peak / 1000) +
(NCEnergyoff Peak * NCEPPr1ceoffpk / 1000)
Where
CEnergy = Conforming Energy in kWh
CEPPrice = Conforming Energy Purchase Price in $/MWh
NCEnergy = Non-Conforming Energy in kWh
NCEPPrice Non-Conforming Energy Purchase Price in $/MWh
On-Peak = the corresponding value for On-Peak Hours
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DRAFT
Off-Peak = the corresponding value for Off-Peak Hours
5.3 Inadvertent Energy. PacifiCorp may accept Inadvertent Energy at its sole
discretion, but will not purchase or pay for Inadvertent Energy.
SECTION 6: OPERATION AND CONTROL
6.1 Seller shall operate and maintain the Facility in a safe manner in accordance with
the Generation Interconnection Agreement, Prudent Electrical Practices and in accordance with
the requirements of all applicable federal, state and local laws and the National Electric Safety
Code as such laws and code may be amended from time to time PacifiCorp shall have no
obligation to purchase Net Output from the Facility to the extent the interconnection between the
Facility and PacifiCorp's electric system is disconnected, suspended or interrupted, in whole or
in part, pursuant to the Generation Interconnection Agreement, or to the extent generation
curtailment is required as a result of Seller's non-compliance with the Generation
Interconnection Agreement. PacifiCorp shall have the right to inspect the Facility to confirm
that Seller is operating the Facility in accordance with the provisions of this Section 6 upon
reasonable notice to Seller. Seller is solely responsible for the operation and maintenance of the
Facility. PacifiCorp shall not, by reason of its decision to inspect or not to inspect the Facility, or
by any action or inaction taken with respect to any such inspection, assume or be held
responsible for any liability or occurrence arising from the operation and maintenance by Seller
of the Facility.
6.2 Energy Acceptance
6.2.1 Voluntary Curtailment by PacifiCorp Seller shall curtail deliveries
of Net Output and associated Environmental Attributes at any time, in whole or in part,
and for any duration specified by PacifiCorp with no less than ten (10) minutes (or such
lesser time as may be provided for, as between Transmission Provider and
Interconnection Provider, in the Generation Interconnection Agreement) prior notice
(which may be given by telephone) from PacifiCorp to Seller. PacifiCorp shall take
reasonable steps to confirm Seller's receipt of such notice. The MWh amount of Net
Output curtailed pursuant to this Section 6.2.1 ("Curtailment Energy") shall be
reasonably determined by Seller after the fact based on the amount of energy that could
have been generated at the Facility and delivered to PacifiCorp as Net Output at the Point
of Delivery but that was not generated and delivered because of the curtailment Seller
shall determine the quantity of Curtailment Energy based on (1) the time and duration of
the curtailment period and (2) the number of MWhs that would have been generated
based on the wind velocities recorded at the Facility during the period of curtailment and
the tested and verified power curve for the Wind Turbines provided in Exhibit A. Seller
shall promptly provide PacifiCorp with access to such information and data as PacifiCorp
may reasonably require to confirm to its reasonable satisfaction the amount of
Curtailment Energy. PacifiCorp shall pay Seller for the Curtailment Energy at the then
applicable Conforming Energy Purchase Price. Notwithstanding any other provision
hereof, during any period of curtailment pursuant to this Section 6.2. 1, Seller shall not
generate Net Output to the extent curtailed by PacifiCorp, or sell any portion of the
Facility's energy to any third party. Notwithstanding the foregoing, PacifiCorp's
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obligation to pay for Curtailment Energy pursuant to this Section 6.2.1 shall not apply
during any times Seller would otherwise have been required to curtail pursuant to Section
6.2.2 and during any times prior to the Commercial Operation Date.

6.2.2 Required Curtailment. PacifiCorp shall not be obligated to purchase,
receive or pay for Net Output (nor shall it be liable for associated unrealized Production
Tax Credits or Environmental Attributes) that is not delivered to the Point of Delivery
during times and to the extent that such Net Output is not delivered to the Point of
Delivery because (a) the interconnection between the Facility and the System is
disconnected, suspended or interrupted, in whole or in part, pursuant to the terms Of the
Generation Interconnection Agreement, (b) the Network Service Provider or
Transmission Provider Curtails (as defined in the Tariff) Net Output or order PacifiCorp
to curtail Net Output, (c) the Facility's Output is not received because the Facility is not
fully integrated or synchronized with the System, or (d) an event of Force Majeure
prevents either Party from delivering or receiving Net Output. The MWh amount of Net
Output curtailed pursuant to this Section 6.2.2 shall be reasonably determined by Seller
after the fact based on the amount of energy that could have been generated at the Facility
and delivered to PacifiCorp as Net Output but that was not generated and delivered
because of the curtailment Seller shall determine the quantity of such curtailed energy
based on (x) the time and duration of the curtailment period and (y) wind conditions
recorded at the Facility during the period of curtailment and the tested and verified power
curve for the Wind Turbines Seller shall promptly provide PacifiCorp with access to
such information and data as PacifiCorp may reasonably require to confirm to its
reasonable satisfaction the amount of energy that was not generated or delivered because
of a curtailment described in this Section 6.2.2.

6.2.3 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp,
acting in its merchant capacity function as purchaser under this Agreement, has no
responsibility for or control over PacifiCorp Transmission or any successor Transmission
Provider.
6.3 Outages.

6.3.1 Planned Outages. Except as otherwise provided herein, Seller shall
not schedule Planned Outage during any portion of the months of [(list peak months)
November, December, January, February, June, July, and August], except to the extent a
Planned Outage is reasonably required to enable a vendor to satisfy a guarantee
requirement in a situation in which the vendor is not otherwise able to perform the
guarantee work at a time other than during one of the months specified above. Seller
shall, in Exhibit D, provide PacifiCorp with an annual forecast of Planned Outages for
each Contract Year at least one (1) month, but no more that three (3) months, before the
first day of that Contract Year, 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 not schedule more than one
hundred fifty (150) hours of Planned Outages for each calendar year. Seller shall not
schedule any maintenance of Interconnection Facilities during such months, without the
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prior written approval of PacifiCorp, which approval may be withheld by PacifiCorp in
its sole discretion.

6.3.2 Maintenance Outages If Seller reasonably determines that it is
necessary 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 wind conditions). Upon such notice, the
Parties shall plan the Maintenance Outage to mutually accommodate the reasonable
requirements of Seller and the service obligations of PacifiCorp Seller shall take all
reasonable measures and use best efforts consistent with Prudent Electrical Practices to
not schedule any Maintenance Outage during the following periods [June 15 through
June 30, July, August, and September 1 through 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 Facility that will not be available, and
the expected completion date and time of the outage. Seller may provide notices under
this Section 6.3.2 orally. Seller shall confirm any such oral notification in writing 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 substantial impact on Seller. Seller shall notify
PacifiCorp of any subsequent changes in generation capacity of the Facility during such
Maintenance Outage and any changes in the Maintenance Outage completion date and
time Seller shall take all reasonable measures and exercise its best efforts consistent with
Prudent Electrical Practices to minimize the frequency and duration of Maintenance
Outages

6.3.3 Forced Outages. Seller shall promptly provide to PacifiCorp an oral
report, via telephone to a number specified by PacifiCorp, of any Forced Outage of the
Facility. Such report shall include the amount of generation capacity of the Facility that
will not be available because of the Forced Outage and the expected return date and time
of such generation capacity. Seller shall promptly update the report as necessary to
advise PacifiCorp of changed circumstances If the Forced Outage resulted in more than
15% of the Facility Capacity Rating of the Facility being unavailable, Seller shall confirm
the oral report in writing as soon as practicable Seller shall take all reasonable measures
and exercise its best efforts consistent with Prudent Electrical Practices to avoid Forced
Outages and to minimize their duration.

6.3.4 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, restriction, derating or outage known to Seller that affects
the generation capacity of the Facility in an amount greater than five percent (5%) of the
Facility Capacity Rating for the following day. Seller shall promptly update such notice
to reflect any material changes to the information in such notice.

6.3.5 Effect of Outages on Estimated Output Seller shall factor Planned
Outages and Maintenance Outages that Seller reasonably expects to encounter in the
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ordinary course of operating the Facility into the Scheduled Monthly Energy Delivery
amounts in the Energy Delivery Schedule set forth in Exhibit D.
6.4 Scheduling.
6.4.1 Daily Scheduling [provide if applicable]
6.4.2 Cooperation and Standards With respect to any and all scheduling
requirements in this Agreement, (a) Seller shall cooperate with PacifiCorp with respect to
scheduling Net Output, and (b) each Party shall designate authorized representatives to
communicate with regard to scheduling and related matters arising hereunder.
6.4.3 Schedule Coordination. If, as a result of this Agreement, PacifiCorp
is deemed by an RIO to be financially 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 otherwise, then (a)
Seller shall acquire such RTO recognized standing (or shall contract with a third party
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, indemnify and hold PacifiCorp harmless against any liability arising due to
Seller's performance or failure to perform under the Generation Interconnection
Agreement or RIO requirement.
6.5 Delivery Exceeding the Maximum Facility Delivery Rate. Seller shall not deliver
energy from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Facility Delivery Rate. Seller's failure to limit such deliveries to the Maximum Facility Delivery
Rate shall be a material breach of this Agreement.
6.6 Increase to the Maximum Facility Delivery Rate Seller may, in accordance with
this Section 6.6 and upon written approval by PacifiCorp, increase the Maximum Facility
Delivery Rate, unless, after such increase, under normal or average design conditions the Net
Output would exceed the Maximum Monthly Purchase Obligation in any given month
PacifiCorp approval of such increase is conditioned on the Public Utility Regulatory Policies Act
(16 U.S.C. 824a-3) and other applicable law requiring PacifiCorp to purchase the incremental
Net Output If Seller increases the Maximum Facility Delivery Rate, PacifiCorp will continue to
pay for base Net Output at the rate(s) prescribed by Section 5 of this Agreement, and PacifiCorp
will pay for incremental Net Output resulting from the increase to the Maximum Facility
Delivery Rate at the rate(s) prescribed by the Commission at the time of PacifiCorp's approval, if
granted, of the increase in the Maximum Facility Delivery Rate PacifiCorp shall, in its
approval, if granted, specify a reasonable means of distinguishing such base Net Output from
such incremental Net Output
SECTION 7: MOTIVE FORCE
Prior to the Effective Date of this Agreement, Seller provided to PacifiCorp a motive
force plan including an hourly wind profile acceptable to PacifiCorp in its reasonable discretion
and attached hereto as Exhibit F-i, together with a certification from a Licensed Professional
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Engineer to PacifiCorp attached hereto as Exhibit F-2, certifying that the implementation of the
fuel or motive force plan can reasonably be expected to provide fuel or motive force to the
Facility for the duration of this Agreement adequate to generate power and energy in quantities
necessary to deliver the Average Annual Net Output.
SECTION 8: GENERATION FORECASTING COSTS

8.1 Forecast Service Election. PacifiCorp may, in its discretion, add forecasting
services for Seller's Facility to PacifiCorp's existing contract with a qualified wind-energy-
production forecasting vendor, which contract and vendor may change during the term of this
Agreement
8.2 Seller's Forecast-Cost Share Pursuant to Commission Order No 30497, Seller
shall be responsible for 50% of PacifiCorp's cost of adding such forecasting services ("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 PacifiCorp to Seller for Net Output
during the previous Contract Year ("Seller's Capped Forecast-Cost Share"). If the last
Contract Year of this Agreement is shorter than a full calendar year, the cap will be prorated for
that shortened year. For the year(s) prior to the second Contract Year of this agreement that
equals a full calendar 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 Year in equal payments for each month of such year except the last
month of such year. (For example, in a Contract Year equaling a full calendar year, Seller would
pay 1/11th of Seller's Forecast-Cost Share during each of the first 11 months) In the last month
of each Contract Year, PacifiCorp shall refund to Seller the amount paid by Seller under this
Section in excess, if any, of Seller's Capped Forecast-Cost Share. For a Contract Year
encompassed by just one calendar month, Seller's payment to PacifiCorp and PacifiCorp's
refund to Seller shall be calculated and paid simultaneously. To the extent practicable, payments
and refunds under this Section shall be included in monthly payments and invoices under Section
10.
SECTION 9: METERING; REPORTS AND RECORDS

9.1 Metering Equipment. PacifiCorp shall design, furnish, install, own, inspect, test,
maintain and replace all metering equipment required pursuant to the Generation Interconnection
Agreement.
9.1.1 Location of Metering Equipment. Metering shall be performed at the
location and in the manner specified in Exhibit B and the Generation Interconnection
Agreement. All quantities of energy purchased hereunder shall be adjusted to account for
electrical losses, if any, between the point of metering and the Point of Delivery, so that
the purchased amount reflects the net amount of power flowing into PacifiCorp's system
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at the Point of Delivery. The loss adjustment shall be a reduction of 2% of the kWh
energy production recorded on the Facility output meter until actually measured and
calibrated at the meter by PacifiCorp.
9.1.2 Maintenance of Metering Equipment PacifiCorp shall periodically
inspect, test, repair and replace the metering equipment as provided in the Generation
Interconnection Agreement or at the request of Seller if Seller has reason to believe
metering may be off and requests an inspection in writing Seller shall bear the cost for
any Seller requests If any of the inspections or tests disclose an error exceeding two
percent (2%), either fast or slow, proper correction, based upon the inaccuracy found,
shall be made of previous readings for the actual period during which the metering
equipment rendered inaccurate measurements if that period can be ascertained. If the
actual period cannot be ascertained, the proper correction shall be made to the
measurements taken during the time the metering equipment was in service since last
tested, but not exceeding three Billing Periods, in the amount the metering equipment
shall have been shown to be in error by such test Any correction in billings or payments
resulting from a correction in the meter records shall be made in the next monthly billing
or payment rendered.
9.1.3 Costs of Metering Equipment To the extent not otherwise provided in
the Generation Interconnection Agreement, all PacifiCorp's costs relating to all metering
equipment installed to accommodate Seller's Facility shall be borne by Seller.
9.2 Telemetering Seller shall provide telemetering equipment and facilities capable
of transmitting the following information concerning the Facility pursuant to the Generation
Interconnection Agreement and to PacifiCorp 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, and
(c)the Facility's total instantaneous generation capacity.
Seller shall also transmit to PacifiCorp any other data from the Facility 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
require Seller to provide additional telemetering equipment and facilities to the extent necessary
and reasonable.
9.3 Monthly Reports and Logs. Within thirty (30) days after the end of each Billing
Period, Seller shall provide to PacifiCorp the following:
9.3.1 Reports. A report in electronic format, which report shall include (a)
summaries of the Facility's wind and output data for the Billing Period in intervals not to
exceed one hour (or such shorter period as is reasonably possible with commercially
available technology), including information from the Facility's computer monitoring
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system; (D) summaries 01 any other signiticant events related to the construction or
operation of the Facility for the Billing Period; (c) details of Availability of the Facility
for the Billing Period sufficient to calculate Availability and including hourly average
wind velocity measured at turbine hub height and ambient air temperature; and (d) any
supporting information that PacifiCorp may from time to time reasonably request
(including historical wind data for the Facility).
9.3.2 Electronic Fault Log. Seller shall maintain an electronic fault log of
operations of the Facility during each hour of the term of this Agreement commencing on
the Commercial Operation Date Seller shall provide PacifiCorp with a copy of the
electronic fault log within thirty (30) days after the end of the Billing Period to which the
fault log applies
9.4 Cost of Performance Monitoring Seller shall pay for and design, furnish, install,
own, inspect, test, maintain and replace all equipment required in order to record data required
for the reports and logs in Sections 9.3.
SECTION 10: BILLINGS, COMPUTATIONS AND PAYMENTS
10.1 Payment for Net Output On or before the thirtieth (30th) day following the end of
each Billing Period, PacifiCorp shall send to Seller payment for Seller's deliveries of Net Output
to PacifiCorp, together with computations supporting such payment PacifiCorp may offset any
such payment to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement, the
Generation Interconnection Agreement, and any other agreement(s) between the Parties Any
such offsets shall be separately itemized on the statement accompanying each payment to Seller.
10.2 Annual Invoicing for Output Shortfall. Thirty calendar days after the end of each
Contract Year, PacifiCorp shall deliver to Seller an invoice showing PacifiCorp's computation of
Output Shortfall, if any, for all Billing Periods in the prior Contract Year and Output Shortfall
Damages, if any. In preparing 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 Contract Year. Seller shall pay to PacifiCorp, by wire
transfer of immediately available funds to an account specified in writing by PacifiCorp or by
any other means agreed to by the Parties in writing from time to time, the amount set forth as due
in such invoice, and shall within thirty (30) days after receiving the invoice raise any objections
regarding any disputed portion of the invoice. Objections not made by Seller within the thirty-
day period shall be deemed waived.
10.3 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.
10.4 Disputed Amounts. If either Party, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Party shall notify the other Party of the specific
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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 within two (2) years of the date of the
invoice in which the error first occurred. If any amount disputed by such Party is determined to
be due to the other Party, or if the Parties resolve the payment dispute, the amount due shall be
paid within five (5) days after such determination or resolution, along with interest in accordance
with Section 10.3.
SECTION 11: SECURITY
11.1 Delay Security:

11.1.1 Duty to Post Security. Seller, within 5 business days after 1PUC
approval of this Agreement, shall post a letter of credit in the amount of_______ ("Delay
Security"). The letter of credit shall be an irrevocable standby letter of credit, from an
institution that has a long-term senior unsecured debt rating of "A" or greater from
Standard & Poors or "A2" or greater from Moody's, in a form reasonably acceptable to
PacifiCorp, naming PacifiCorp as the party entitled to demand payment and present draw
requests thereunder. To the extent PacifiCorp's draws on the letter of credit cause the
remaining balance of the letter of credit to drop below _________, Seller, within 15
calendar days, shall restore the letter of credit to no less than $_______

11.1.2 Right to Draw on Security. PacifiCorp shall have the right to draw
on the Delay Security to collect Delay Liquidated Damages. Commencing on or about
first of each month, PacifiCorp will invoice Seller for Delay Liquidated Damages
incurred, if any, during the preceding month If Seller fails to pay any undisputed amount
within 30 calendar days of the invoice date, PacifiCorp shall draw such amount on the
Delay Security. The Parties will make billings and payments for Delay Liquidated
Damages in accordance with Section 10

11.1.3 Additional Security. In the event PacifiCorp reasonably determines
at any time that the remaining amount of Delay Security is less than the estimated value
of Delay Liquidated Damages (due to upward changes in market price and/or due to
Seller's inability to meet the Scheduled Commercial Operation Date), PacifiCorp may
demand that Seller post, and Seller will post within 5 business days of receipt of such
demand, additional Delay Security equal to the estimated (unpaid) Delay Liquidated
Damages.

11.1.4 Termination of Letter of Credit. Unless PacifiCorp disputes whether
Seller has paid all Delay Liquidated Damages, Seller may terminate the Delay Security
letter of credit on or after the 180th calendar day following commencement of
Commercial Operation by providing PacifiCorp with no less than thirty-day advance
written notice of its intent to do so.

11.1.5 Default. Seller's failure to post and maintain Delay Security in
accordance with Section 11.1 will constitute an event of default, unless cured in
accordance with Section 12. 1.1 of this Agreement.
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11.2 Default Security (Levelized Pricing Only. If Seller has adopted levelized pricing
for Net Output, Seller will provide security to PacifiCorp pursuant to Commission Order Nos
21690, 21800, 29482, 29587 and related orders ("Default Security") as set forth in Addendum
_[add addendum if Seller elects levelized pricing]
SECTION 12 DEFAULTS AND REMEDIES
12.1 The following events shall constitute defaults under this Agreement:

12.1.1 Non-Payment. Seller's failure to make a payment when due under
this Agreement or post and maintain security 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 Party gives the defaulting Party a notice of the default

12.1.2 Breach of Material Term Breach by a Party of a representation or
warranty set forth in this Agreement, if such failure or breach is not cured within thirty
(30) days following written notice.

12.1.3 Default on Other Agreements. Seller's failure to cure any default
under any commercial or financing agreements or instrument (including the Generation
Interconnection Agreement) within the time allowed for a cure under such agreement or
instrument.

12.1.4 Insolvency. A Party (a) makes an assignment for the benefit of its
creditors, (b) files a petition or otherwise commences, authorizes or acquiesces in the
commencement of a proceeding or cause of action under any bankruptcy or similar law
for the protection of creditors, or has such a petition filed against it and such petition is
not withdrawn or dismissed within sixty (60) days after such filing, (c) becomes
insolvent; or (d) is unable to pay its debts when due.

12.1.5 Material Adverse Change. A Material Adverse Change has occurred
with respect to Seller and Seller fails to provide such performance assurances as are
reasonably requested by PacifiCorp, within fifteen (15) days from the date of such
request

12.1.6 Sale to Third-Party. Seller's sale of Net Output to an entity other,
than PacifiCorp, as prohibited by Section 4.2.

12.1.7 Non-Delivery. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy for three consecutive calendar months

12.1.8 A Party otherwise fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set forth in Section 2.2) imposed
upon that Party by this Agreement if the failure is not cured within thirty (30) days after
the non-defaulting Party gives the defaulting Party notice of the default; provided,
however, that, upon written notice from the defaulting Party, this thirty (30) day period
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shall be extended by an additional ninety (90) days if (a) the failure cannot reasonably be
cured within the thirty (30) day period despite diligent efforts, (b) the default is capable
of being cured within the additional ninety (90) day period, and (c) the defaulting Party
commences the cure within the original thirty (30) day period and is at all times thereafter
diligently and continuously proceeding to cure the failure
12.2 In the event of any default hereunder, the non-defaulting Party must notify the
defaulting Party in writing of the circumstances indicating the default and outlining the
requirements to cure the default. If the default has not been cured within the prescribed time,
above, the non-defaulting Party may terminate this Agreement at its sole discretion by delivering
written notice to the other Party and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in this Section 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 facility using the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of this Agreement, including but not limited to the purchase prices as set forth in
(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
PacifiCorp agree to execute a written document ratifying the terms of this Agreement
12.4 If this Agreement is terminated as a result of Seller's default, Seller shall pay
Pacifi Corp for Output Shortfall for a period of eighteen (18) months from the date of termination
plus the estimated administrative cost to acquire the replacement power.
12.5 Recoupment of Damages
(a)Default Security Available If Seller has posted Default Security,
PacifiCorp may draw upon that security to satisfy any damages, above
(b)Default Security Unavailable If Seller has not posted Default Security, or
if PacifiCorp has exhausted the Default Security, PacifiCorp may collect
any remaining amount owing by partially withholding future payments to
Seller over a reasonable period of time PacifiCorp and Seller shall work
together in good faith to establish the period, and monthly amounts, of
such withholding so as to avoid Seller's default on its commercial or
financing agreements necessary for its continued operation of the Facility.
12.6 Upon an event of default or termination event resulting from default under this
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 withhold
payment), the non-defaulting Party may at its option set-off, against any amounts owed to the
defaulting Party, any amounts owed by the defaulting Party under any contract(s) or
agreement(s) between the Parties. The obligations of the Parties shall be deemed satisfied and
discharged to the extent of any such set-off. The non-defaulting Party shall give the defaulting
Party written notice of any set-off, but failure to give such notice shall not affect the validity of
the set-off.
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12 .7 Amounts owed by Seller pursuant to this paragraph shall be due within five (5)
business days after any invoice from PacifiCorp for the same
SECTION 13: INDEMNIFICATION
13.1 Indemnities.

13.1.1 Indemnity by Seller. Seller shall release, indemnify and hold
harmless PacifiCorp, its directors, officers, agents, and representatives against and from
any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at trial and on appeal, resulting from, or arising out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and at the Point of
Delivery, (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facility, or (d) arising from this Agreement, including without
limitation any loss, claim, action or suit, for or on account of injury, bodily or otherwise,
to, or death of, persons, or for damage to, or destruction or economic loss of property
belonging to PacifiCorp, Seller or others, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of PacifiCorp, its directors,
officers, employees, agents or representatives.

13.1.2 Indemnity by PacifiCorp PacifiCorp shall release, indemnify and
hold harmless Seller, its directors, officers, agents, lenders and representatives against
and from any and all loss, fines, penalties, claims, actions or suits, including costs and
attorney's fees, both at trial and on appeal, resulting from, or arising out of or in any way
connected with the energy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injury, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or
economic loss of property, excepting only such loss, claim, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, officers, employees,
agents, lenders or representatives.
13.2 No Dedication. Nothing in this Agreement shall be construed to create any duty
to, any standard of care with reference to, or any liability to any person not a Party to this
Agreement. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the other Party or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an independent individual or entity.
133 CONSEQUENTIAL DAMAGES EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE.
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SECTION 14: LIABILITY AND INSURANCE
14.1 Certificates and Certified Copies of Policies Seller shall provide PacifiCorp with
certificates of insurance evidencing the policies contemplated by Section prior to the date by
which such policies are required to be maintained as set forth in Section If any coverage is
written on a "claims-made" basis, the certification accompanying the policy shall conspicuously
state that the policy is "claims-made." PacifiCorp shall have the right to request certified "true
and correct" copies of the insurance policies at any time during the term of the Agreement and
Seller shall furnish to PacifiCorp within 30 days of the request.
14.2 Required Policies and Coverages Without limiting any liabilities or any other
obligations of Seller under this Agreement, prior to the commencement of interconnection with
the System and until the termination of this Agreement, Seller shall secure and continuously
carry with an insurance company or companies rated not lower than "A-" by A.M. Best
Company (or with a company or companies having equivalent rating) the following insurance
coverage:

14.2.1 Employers' Liability insurance with limits of at least $1,000,000,

14.2.2 Commercial General Liability insurance with bodily injury and
property damage combined single limits of at least $1,000,000 per occurrence Such
insurance shall include, but not necessarily be limited to, specific coverage for
contractual liability encompassing the indemnification provisions in this Agreement,
broad form property damage liability, personal injury liability, explosion and collapse
hazard coverage, products/completed operations liability, and, where applicable,
watercraft protection and indemnity liability,

14.2.3 Excess Umbrella Liability insurance with a single limit of at least
$20,000,000 per occurrence in excess of the limits of insurance provided above, and

14.2.4 All-Risk insurance in an amount at least equal to the 80% of the
replacement value of the Facility. The policy shall provide coverage in an amount equal
to the full replacement value of the Facility for "all risks" of physical loss or damage
except as hereinafter provided, including coverage for earth movement, flood, boiler and
machinery, transit and off-site storage accident exposure, but excluding the equipment
owned or leased by Operator and its subcontractors and their personal property. The
policy may contain separate sublimits and deductibles subject to insurance company
underwriting guidelines. Seller shall maintain the policy in accordance with terms
available in the insurance market for similar electric generating facilities. The policy
shall include coverage for business interruption in an amount covering a period of
indemnity equal to twelve (12) months.
14.3 Insurance Structure. Seller may satisfy the amounts of insurance required in
Section 14.2 above by purchasing primary coverage in the amounts specified or by buying a
separate excess umbrella liability policy together with lower limit primary underlying coverage
The structure of the coverage is at Seller's option, but the total amount of insurance must the
above requirements
27
IIJlAil
14.4 Occurrence-Based Coverage. The coverage required above, and any umbrella or
excess coverage, shall be "occurrence" form policies In the event that any policy is written on a
"claims-made" basis and such policy is not renewed or the retroactive date of such policy is to be
changed, the first insured Party shall obtain or cause to be obtained for each such policy or
policies the broadest basic and supplemental extended reporting period coverage or "tail"
reasonably available in the commercial insurance market for each such policy or policies and
shall provide the other Party with proof that such basic and supplemental extended reporting
period coverage or "tail" has been obtained
14.5 Endorsement Items Seller shall immediately cause its insurers to amend its
Commercial General Liability and Umbrella or Excess Liability policies with all of the following
endorsement items, and to amend its Workers' Compensation and Auto Liability policies with
the endorsement items set forth in Sections 14.5.3 and 14.5.4 below

14.5.1 PacifiCorp and its Affiliates, their respective directors, officers,
employees, and agents as an additional insured under this policy and to the maximum
extent allowed by law, shall be provided with coverages at least as broad as those
required of the Seller by this Agreement,

14.5.2 This insurance is primary with respect to the interest of PacifiCorp
and its Affiliates, their respective directors, officers, employees, and agents, and any
other insurance maintained by them in excess and not contributory with this insurance;

14.5.3 Insurer hereby waives all rights of subrogation against PacifiCorp
and its Affiliates, their respective directors, officers, employees, and agents, and

14.5.4 Notwithstanding any provision of the policy, this policy may not be
canceled, non-renewed or materially changed by the insurer without giving ten (10) days'
prior written notice to PacifiCorp
14.6 Periodic Review. PacifiCorp may review this schedule of required insurance
provided in Section 14 as often as once every two (2) years. PacifiC orp may in its discretion
require the Seller to make changes to the insurance coverage requirements in this Section 14 to
the extent reasonably necessary to cause such policies and coverages to conform to the insurance
policies and coverages typically obtained or required for power generation facilities comparable
to the Facility at the time of PacifiCorp's review takes place with the consent of Seller, which
shall not be unreasonably withheld
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 Party is unable to prevent or overcome. By way of example,
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil
strife, strikes, and other labor disturbances, earthquakes, fires, lightning, epidemics, sabotage,
restraint by court order or other delay or failure in the performance as a result Of any action or
inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of
28
DRAFT
such Party, (ii) by the exercise of reasonable foresight such Party could not reasonably have been
expected to avoid and (iii) by the exercise of due diligence, such Party shall be unable to prevent
or overcome. Force Majeure, however, specifically excludes the cost or availability of fuel or
motive force to operate the Facility or changes in market conditions that affect the price of
energy or transmission. If either Party is rendered wholly or in part unable to perform its
obligation under this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever performance is affected by the event of Force Majeure, provided that
15 11 the non-performing Party, shall, within two (2) weeks after the
occurrence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence, including the start date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains partially operational and the expected end
date of the Force Majeure;
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 the non-performing Party uses its best efforts to remedy its inability
to perform, and
15.1.4 - the non-performing Party shall provide prompt written notice to the
other Party at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure
15.2 No obligations of either Party which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Party shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Party involved in the dispute, are contrary to
the Party's best interests
SECTION 16 SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association, trust,
partnership or joint venture or to impose a trust or partnership duty, obligation or liability
between the Parties. If Seller includes two or more parties, each such party shall be jointly and
severally liable for Seller's obligations under this Agreement.
SECTION 17: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jurisdiction
DRAFT
SECTION 18 PARTIAL INVALIDITY
It is not the intention of the Parties to violate any laws governing the subject matter of this
Agreement If any of the terms of the Agreement are finally held or determined to be invalid,
illegal or void as being contrary to any applicable law or public policy, all other terms of the
Agreement shall remain in effect If any terms are finally held or determined to be invalid,
illegal or void, the Parties shall enter into negotiations concerning the terms affected by such
decision for the purpose of achieving conformity with requirements of any applicable law and
the intent of the Parties to this Agreement.
SECTION 19 WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement must
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 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 thereafter of
copies of all local, state and federal licenses, permits and other approvals as then may be required
by law for the construction, operation and maintenance of the Facility.
SECTION 21 SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may convey or transfer substantially all of its electric utility assets, shall automatically, without
further 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 article 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 writing, regarding PacifiCorp's purchase of
Net Output from the Facility. No modification of this Agreement shall be effective unless it is in
writing and signed by both Parties.
DRAFT
22 .2 By executing this Agreement, each Party releases the other from any claims,
known or unknown, that may have arisen prior to the Effective Date with respect to the Facility
and any predecessor facility proposed to have been constructed on the site of the Facility.
SECTION 23: NOTICES
All notices except as otherwise provided in this Agreement shall be in writing, shall be directed
as follows and shall be considered delivered if delivered in person or when deposited in the U.S.
Mail, postage prepaid by certified or registered mail and return receipt requested
Notices PacifiCorp Seller
All Notices PacifiCorp
825 NE Multnomah Street Portland,
OR 97232
Attn: Contract Administration,
Suite 600
Phone: (503) 813 - 5952
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Federal Tax ID Number 93-0246090
All Invoices: Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Scheduling: Attn: Resource Planning, Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 —6265
Payments: Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile (503) 813 —5580
Wire Transfer: Bank One N.A.
To be provided in separate letter from
PacifiCorp to Seller
Credit and Attn: Credit Manager, Suite 1900
Collections: Phone: (503) 813 - 5684
Facsimile: [phone]
With Additional Attn: PacifiCorp General Counsel
Notices of an Phone: [phone]
Event of Default Facsimile: [phone]
or Potential
Event of Default
to:
31
DRAFT
The Parties may change the person to whom such notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Section
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in their respective names as of the date first above written.
PacifiCorp Seller
By:
Name Name:
Title Title:
DRAFT
EXHIBIT A
DESCRIPTION OF SELLER'S FACILITY
[Seller to Complete]
Seller's Facility consists of manufactured by
-
More specifically, each generator at the Facility is described as
Type (synchronous or inductive)
Model
Number of Phases
Rated Output (kW) Rated Output (kVA)
Rated Voltage (line to line)
Rated Current (A): Stator: A; Rotor: A
Maximum kW Output: _ kW Maximum kVA Output: kVA
Minimum kW Output: kW
Manufacturer's Guaranteed Cut-in Wind Speed [if applicable]
Facility Capacity Rating kW at
Identify the maximum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating
Station service requirements, and other loads served by the Facility, if any, are described
as follows
Location of the Facility: The Facility is located in
is more particularly described as follows:
[legal description of parcel]
Power factor requirements:
Rated Power Factor (PF) or reactive load (kVAR):
Attach documentation of the power curve for the generator(s).
- County, Idaho. The location
I
A-1
DRAFT
EXHIBIT B
POINT OF DELIVERY I PARTIES' INTERCONNECTION FACILITIES
[Seller to provide its own diagram and description]
Instructions to Seller
1 Include description of point of metering, and Point of Delivery
2 Provide interconnection single line drawing of Facility including any transmission
facilities on Seller's side of the Point of Delivery.
B - i
DRAFT
EXHIBIT C
REQUIRED FACILITY DOCUMENTS
Qualifying Facility Number from FERC:
The following Documents are required to complete this project:
Easements:
Permits:
C-i
DRAFT
EXHIBIT D
ENERGY DELIVERY SCHEDULE
[Project Name]
Scheduled Monthly
Energy Delivery Ave kW/mo
January
February
March
April
May
June
July
August
September
October
November
December.
TOTAL:
Planned Outages Seller will provide a Planned Outage schedule annually not to exceed
hours per ______ per year.
D-1
DRAFT
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to permit safe and efficient start-up of the Facility, which may
include but are not limited to
1 Test of mechanical and electrical equipment,
2 Calibration of all monitoring instruments,
3 Operating tests of all valves, operators, motor starters and motor,
4 Alarms, signals, and fail-safe or system shutdown control tests,
5 Point-to-point continuity tests,
6 Bench tests of protective devices, and
7 Tests required by manufacturer(s) and designer(s) of equipment
Required start-up tests are those checks and tests necessary to determine that all features
and equipment, systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp' s electrical system, which may include but are
not limited to
1 Turbine/generator mechanical runs and functionality,
2 System operation tests,
3 Brake tests,
4 Energization of transformers,
5 Synchronizing tests (manual and auto),
6.Excitation and voltage regulation operation tests;
7.Auto stop/start sequence;
8.Completion of any state and federal environmental testing requirements; and
9.Tests required by manufacturer(s) and designer(s) of equipment.
For wind projects only, the following Wind Turbine Generator Installation Checklists are
required documents to be signed off by Manufacturer or Subcontract Category Commissioning
Personnel as part of the Commissioning and startup testing
Turbine Installation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Checklists including: Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E- 1
DRAFT
EXHIBIT F-i
MOTIVE FORCE PLAN
WIND SPEED DATA SUMMARIES & HOURLY WIND PROFILE
Fl-. 1
DRAFT
EXHIBIT F-2
ENGINEER'S CERTIFICATION
(1)THAT THE WIND DATA SUMMARIES IN EXHIBIT F-i ARE ACCURATE,
[Licensed Professional Engineer's certification]
(2)THAT THE AVERAGE ANNUAL NET OUTPUT ESTIMATE IS KWH
PER YEAR IN EACH FULL CALENDAR YEAR OF THIS AGREEMENT BASED ON
THE MOTIVE FORCE PLAN IN EXHIBIT F-i,
[Licensed Professional Engineer's certification]
(3)THAT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS, LIKELY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH.
[Licensed Professional Engineer's certification]
I DRAFT
EXHIBIT G
SAMPLE 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-levelized purchase price during an On-Peak Hour in May of 2009
equals $76 73/MWh (the 2009 annual rate for Conforming Energy) multiplied by 92% (0.92)
(the May On-Peak Hour multiplier) minus $5 1OIMWh (the wind integration cost), which equals
$65 .49/MWh.
Table 3 Sample calculations for non-levehzed On-Peak Conforming Energy in 2009 Purchase
Price = (annual rate * monthly On-Peak multiplier) - wind integration cost
Month
Conforming
Energy
Annual Rate
for 2009
(per MWh)
On-Peak
Hour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2009 On-
Peak Conforming
Energy (per MWh)
January $76.73 103% $5.10 $73.93
February $76.73 105% $5.10 $75.47
March $76.73 95% $5.10 $67.79
April $76.73 95% $5.10 $67.79
May $76.73 92% $5.10 $65.49
June $76.73 94% $5.10 $67.03
July $76.73 121% $5.10 $87.74
August $76.73 121% $5.10 $87.74
September $76.73 109% $5.10 $78.54
October $76.73 115% $5.10 $83.14
November $76.73 110% $5.101 $79.30
December $76.73 1 129%1 $5.101 $93.88
I Table 4 Sample calculations for non-levelized Off-Peak Conforming Energy in 2009 Purchase
Price = (annual rate * monthly Off-Peak multiplier) - wind integration cost.
Conforming
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2009 Off-
for 2009 Hour Integration Peak Conforming
Month (per MWh) Multiplier Cost Energy (per MWh)
January $76.73 94% $5.10 $67.03
February $76.73 97% $5.10 $69.33
March $76.73 80% $5.10 $56.28
April $76.73 76% $5.10 $53.21
G-1
DRAFT
Month
Conforming
Energy
Annual Rate
for 2009
(per MWh)
Off-Peak
Hour
Multiplier
Wind
Integration
Cost
Calculated Purchase
Price for 2009 Off-
Peak Conforming
Energy (per MWh)
May $76.73 63% $5.10 $43.24
June $76.73 65% $5.10 $44.77
July $76.73 92% $5.10 $65.49
August $76.73 106% $5.10 $76.23
September $76.73 99% $5.10 $70.86
October $76.73 105% $5.10 $75.47
November $76.73 96% $5.10 $68.56
December $76.73 120% $5.10 $86.98
G-2
DRAFT
EXHIBIT H
Seller Authorization to Release Generation Data to PacifiCorp
[Interconnection Customer Letterhead]
Transmission Services
Attn: Director, Transmission Services
825 NE Multnomah, Suite 1600
Portland, OR 97232
RE Interconnection Request
Dear Sir
hereby voluntarily authorizes PacifiCorp's Transmission business unit to
share 's generator interconnection information and generator meter data
relating to 's Qualifying Facility located in the town of_________
County, with Marketing Affiliate employees of PacifiCorp
Energy, including, but not limited to those in the Commercial and Trading group
acknowledges that PacifiCorp did not provide it any preferences, either
operational or rate-related, in exchange for this voluntary consent
Name
Title
Date
H - i
DRAFT
EXHIBIT I
Template Seller Certification of Conditions for Commercial Operation
[Seller Letterhead]
[Address to PaczJICorp]
RE Qualifying Facility
Dear Sir
Name
Title
Date
I..1
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 32
XRG Data Request 32
Reference Rocky Mountain Power's Response to XRG's First Production
Request, Attachment XRG 1, Part 2 (containing email from Jim Partouw, a Trader
for PacifiCorp C&T, to John Younie, PacifiCorp C&T, on January 23, 2009,
stating "We currently have 250 MW of PTP import capability from Brady, but
we have sold an option to APS to use this capacity so it will not always be
available "and on and January 29, 2009, stating, "Without Network Resource
status for this resource, we will need to use PacifiCorp PTP capacity and schedule
the energy to load on the PTP reservation.").
(a)Please provide the public scheduling numbers and OASIS reservation
number for the 250 MW PTP import capability referenced.
(b)Please explain for what purpose PacifiCorp had reserved this 250 MW of
PTP transmission
(c)Please provide information regarding the designated network resources
supporting the entire quantity of the 250 MW PTP capacity reservation
Reference PacifiCorp's OATT §§ 28.2 and 29.2.
(d)Why was excess 250 MW PTP capacity available such that PacifiCorp was
able to sell an option to use it to APS, and such that Mr. Partouw believed
PacifiCorp could schedule XRG 6nergy to load on the PTP reservation?
(e)How has PacifiCorp used the 250 MW of PTP import capability referenced
by Mr. Partouw between January 21, 2009 and the date of this request?
.
Response to XRG Data Request 32
Please note the correct spelling for "Jim Partouw" is Jim Portouw.
(a)Subpart (a) was withdrawn by XRG in its "Withdrawal of Production
Requests Pending Resolution of Summary Judgment Proceedings" dated
June 9, 2011.
(b)PacifiCorp C&T owns the 250 MW PTP Brady import transmission to
fulfill contractual obligations with Arizona Public Service Company (APS)
in the 1995 Restated Transmission Agreement. In this agreement,
PacifiCorp granted APS 250 MW of firm transfer rights from Brady to Four
Corners/Glen Canyon Substations.
(c)Subpart (c) was withdrawn by XRG in its "Withdrawal of Production
Requests Pending Resolution of Summary Judgment Proceedings" dated
June 9, 2011.
(d)The APS and PacifiCorp contract executions done in 1995 were a
combination of asset change, power exchange, power sale, exchange of
transmission rights, and transmission agreements. Please note the time of
PAC-E- 10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 32
APS contract execution in 1995 was before Open Access Transmission
Tariff and, therefore, there was no distinction between PTP and Network
With regard to PTP transmission reservations, there is no restriction on the
utilization as there is for Network transmission. Therefore should PTP
reservations owned by PacifiCorp C&T be set aside to fulfill APS
obligations not being used by APS in any particular hour, they can be used
by PacifiCorp C&T for any legitimate purpose, including the import of
XRG energy to load
(e) PacifiCorp C&T has used the import capability to fulfill the APS
obligations described earlier in this response When not used by APS,
PacifiCorp C&T will use the import capability to transfer Network and non-
network resources into the Utah system
Recordholder: Jim Portouw
Sponsor: To Be Determined
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 33
XRG Data Request 33
Reference Rocky Mountain Power's Response to XRG's First Production
Request, Attachment XRG 1, Part 2 (containing Jim Partouw's e-mail on January
29, 2009 to John Younie stating, "Another 250 MW exists but APS has first rights
to schedule on the path If APS schedules from Brady we could attempt to wheel
through Borah but this would be non-firm.")
(a)Please provide evidence that the non-firm option discussed was
communicated to XRG, or admit that this information was not
communicated to XRG
(b)Please identify "APS"
(c)Please identify the public scheduling numbers or the OASIS reservation
number for the APS rights. Provide supporting evidence that such rights
existed at all times between January 29, 2009 and through September 21,
2010.
Response to XRG Data Request 33
Please note the correct spelling for "Jim Partouw" is Jim Portouw.
I
(a) Admit PURPA requires that QF generation is a Network Resource to serve
network load for the utility which requires the use of firm transmission
service from the resource to network load. Use of non-firm transmission is
not allowed for serving network load. Since the XRG QF resources would
be network resources, firm transmission is required and the non-firm option
was dismissed as a non-viable option. PacifiCorp communicated on multiple
occasions that firm transmission is a requirement. Please refer to the
Company's response to XRG Data Request 24, specifically Attachment
XRG 24
(b)Subpart (b) was withdrawn by XRG in its "Withdrawal of Production
Requests Pending Resolution of Summary Judgment Proceedings" dated
June 9, 2011.
(c)Subpart (c) was withdrawn by XRG in its "Withdrawal of Production
Requests Pending Resolution of Summary Judgment Proceedings" dated
June 9, 2011.
Recordholder Bruce Griswold
Sponsor To Be Determined
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 34
XRG Data Request 34
Reference Rocky Mountain Power's Responses to XRG Requests No 5 and No
16
(a)Please explain how the emails between Jim Partouw and John Younie
constitute studies sufficient for PacifiCorp C&T to conclude that PacifiCorp
had transmission capacity for no more than 23 MW delivered at Brady. Did
PacifiCorp's investigation into the feasibility of designating the XRG
projects as network resources constitute "separate OASIS requests for
service to allow PacifiCorp the opportunity to review and respond according
to Section 32 of the OATT'?" Why or why not'? Reference Transmission
Business Practice No 9
(b)At the time of the emails was Mr. Partouw authorized to grant or deny
transmission service requests? Was Mr. Partouw listed as a market function
employee? Was Mr. Griswold or Mr. Younie list as a market function
employee'?
(c)List the information used by Mr. Partouw in his response Was this
information publicly available'? If so, where could XRG have located all
information in Mr. Partouw's emails? Did Mr. Partouw consult with
PacifiCorp Transmission on the requests? Please provide supporting
evidence, or state the name of the person who can testify as to the answer.
(d)Did Mr. Partouw consider future transmission upgrades, such as the Populus-
Terminal line contemplated in the FERC Order at 125 FERC 161,076
(October 21, 2008)'?
(e)Did Mr. Partouw base his investigation into available transmission capacity
on an online date proposed for the XRG contracts, or did he rely on the date
of his emails, or some other date'?
Response to XRG Data Request 34
Please note the correct spelling for "Jim Partouw" is Jim Portouw.
(a)Emails between Jim Portouw and John Younie do not constitute studies, they
contain summaries of evaluation and other information deemed necessary to
manage potential transmission alternatives and issues No, PacifiCorp
evaluation of the feasibility of XRG projects did not include separate OASIS
requests for Network Resource status As noted in the emails, there
remained a need to request Network Resource status The process for
obtaining Network Resources designation is described in the response to
XRG Data Request 26.
(b)No, Mr. Portouw is an employee of PacifiCorp C&T. Only employees of
PacifiCorp Transmission are authorized to grant or deny transmission service
-
PAC-E-1O-08[Rocky Mountain Power
August 16, 2012
XRG Data Request 34
requests Mr. Portouw and Mr. Younie are not Market Function employees,
Mr. Griswold is a Market Function employee.
(c)Primary information used in the response was historical knowledge of
transmission topology, business practices, existing transmission reservations
and APS contractual obligations The existing topology, business practices
and transmission reservations were available on PacifiCorp OASIS APS
contractual obligations would be embedded in FERC filed agreements Mr.
Portouw does not recall any consultation with PacifiCorp Transmission on
the requests Mr. Portouw would be the person to testify to his actions and
information used
(d)No Proposed XRG resource is delivered by Bonneville to PacifiCorp at
Brady. There were no known facility upgrades from Brady to PacifiCorp
system
(e)Evaluation of XRG resource at Brady was based on dates in the Term section
of the project summary stated in the emails
Recordholder Jim Portouw
Sponsor To Be Determined
I
I
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 35
XRG Data Request 35
Reference the following assertion in Ken Kaufmann' s letter dated April 13, 2010
"Before PacifiCorp Merchant will agree to purchase more than 20 MW of new
capacity at Borah or Brady, it must make a formal request to PacifiCorp
Transmission and receive confirmation from PacifiCorp Transmission that
Transmission is available. PacifiCorp Transmission will charge PacifiCorp
Merchant approximately $15,000 per project to perform a system integration
study. At that point, PacifiCorp Merchant will know when and if sufficient
capacity will be available at Borah or Brady to accept more than 20 MW of new
capacity."
(a)Please state PacifiCorp's policy regarding the level of inquiry it will conduct
during QF contract negotiations to determine whether the Company will
have adequate transmission capacity to integrate a QF delivery to commence
on a future date Please provide any internal or publicly available written
statement of this policy, if any exists.
(b)Please identify and provide the correspondence prior to this letter in which
PacifiCorp notified XRG of the option to conduct system impact studies to
determine transmission availability, including the cost of the study and how
XRG could request PacifiCorp complete the studies. If no prior
communication exists, please state so.
(c)Please admit or deny that Transmission Business Practice No 9 states that
requests for network resource designations shall be made through separate
OASIS requests "to allow PacifiCorp the opportunity to review and respond
according to Section 32 of the OATT"
(d)Please admit or deny that the Section 32.1 of the OATT states, "After
receiving a request for service, the Transmission Provider shall determine on
a non-discriminatory basis whether a System Impact Study is needed."
(e)Did Mr. Kaufmann or PacifiCorp C&T ever lodge an OASIS request for the
XRG projects, or otherwise consult with the Transmission Provider
regarding the necessity for a system impact study? If not, how did Mr.
Kaufmann know that a system impact study would be required?
Response to XRG Data Request 35
(a)Please refer to the Company's response to XRG Data Request 26
(b)Please refer to the Company's response to XRG Data Request 26.
(c)Admit.
(d)Admit.
(e)Please refer to the Company's response to XRG Data Request 26.
I
PAC-E-1O-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 35
Recordholder: Bruce Griswold
Sponsor: To Be Determined
PAC-E-10-08IRocky Mountain Power
August 16, 2012
XRG Data Request 40
XRG Data Request 40
Reference Exhibits A-9 and A- 19 to Rocky Mountain Power's First Production
Request to XRG
(a)On what basis did Mr. Griswold conclude that, "In order to accommodate
your request to deliver the full 235 MW, PacifiCorp merchant must request
network upgrades from PacifiCorp Transmission, and we understand that
such upgrades likely would take four to five years to complete"? Please
provide all documents or other evidence supporting Mr. Griswold's
statement
(b)Did PacifiCorp C&T follow the procedures set out in Section 32 of
PacifiCorp Transmission's OATT to reach this conclusion?
(c)Was Mr. Griswold effectively denying a transmission service request with
his statement that transmission capacity was unavailable? Could XRG have
contacted PacifiCorp Transmission directly itself regarding PacifiCorp
C&T's ability to integrate to the output of the QFs? If so, please provide
reference to the OATT sections providing XRG that right.
Response to XRG Data Request 40
(a)Response was based on PacifiCorp Merchant (Commercial and
TradinglC&T) using publicly available information from OASIS to
determine available transmission capacity for XRG QF requests at the
proposed point of delivery.
(b)Yes
(c)No. No. Transmission service requests for QF resource integration are the
responsibility of the merchant function accepting delivery from the resource.
I Recordholder: Bruce Griswold
Sponsor: To Be Determined
PAC-E- 10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 45
XRG Data Request 45
Reference Exhibits A-i and A-2 of Rocky Mountain Power's First Production
Request to XRG.
(a)Did Rocky Mountain Power ever provide IRP-method rates for the two 78
MW PURPA wind projects proposed?
(b)If yes, please provide the correspondence providing XRG with the rates
(c)If no, please explain why Rocky Mountain Power did not provide such rates,
and identify the correspondence where it relayed its decision not to provide
IRP method rates to XRG. Please reconcile the response with Rocky
Mountain Power's statement in its Initial Comments in Case No GNR-E-i0-
04, p. ii, wherein Rocky Mountain Power advocates for use of the IRP
method.
Response to XRG Data Request 45
(a)No
(b)Please refer to the Company's response to subpart (a) above
(c)Please refer to Attachment XRG 45. PacifiCorp explained in an email dated
March 23, 2009 there was only 23MW of available transmission capacity at
XRG's point of delivery; therefore, there was only sufficient capacity to do
one of XRG's published rate QF requests.
Recordholder Bruce Griswold
Sponsor To Be Determined
Snow, Michael
From: Griswold, Bruce {Mkt Function)
Sent: Monday, March 23, 2009 11:34 AM
To: James T. Carkulis
Cc: Collin Rudeen; Younie, John
Subject: RE: PURPA contract requests -
James,
As a follow-up to your QF requests, we have worked through transmission alternatives at Borah for your six
proposed QF projects. Based on your proposed delivery point to the Borah substation, we only have
import capabilities to our Utah system to serve load from Brady on a firm basis of 23 MW total Based on your
requests, we can accommodate a single 20MW project For a transaction at Borah, Pac would do redirect of
existing Borah reservation to Brady to facilitate a 23MW transaction.
From your project submittals, you have four standard QF projects We will need to know which of the standard
projects you would like to proceed with. We are currently preparing a draft intermittent resource PPA and can
provide you the document the end of this week or first of next week. As you are aware, new avoided costs have
been approved for the standard QF PPA and are published on the Idaho PUC website.
Let me know if you have questions. I will forward you the draft PPA as soon as we finish it up.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: James T. Carkulis [mailto:[e-mail]]
Sent: Tuesday, February 17, 2009 5:46 AM
To Griswold, Bruce {Mkt Function}, Collin Rudeen, Lawrence R Leib
Cc: Younie, John
Subject: Re: PURPA contract requests
Bruce:
I believe you have the motive force raw data and also compilations and analyses.
I would like to move both the 4 contract front and the 2 contract front forward as per your indication of getting these
finished quickly.
We are congizant of the filing by Rocky Mountain Power, but that should interfere with these negotiations
We anticipate having online dates for these projects by 12-December-2010.
Regards,
James T. Carkulis
Confidential & Proprietary
Successfully Merging Free Market Principles with Societal Expectations
Exergy Development Group, LLC
[p] 208.336.9793
IfI 208.336.9431
(m) 406.459.3013
(e) mtIi()in-tch.com
This electronic or printed document contains information which (a) may be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED
BY LAW FROM DISCLOSURE, and (b) is intended only for the use of the Addressee(s) named above. If the reader of this message is not the intended recipient,
or the employee or agent responsible to deliver it to the intended recipient you are hereby notified that any dissemination distribution or copying of this
communication is strictly prohibited If you have received this communication in error, please immediately notify us by telephone and return the original message
to us at the above address via first class, express mail. Thank you
I --- Onainal Messaae
To: Collin Rudeen ; James Carkulis; Lawrence R. Leib
Cc: Younie, John
Sent: Friday, January 23, 2009 3:04 PM
Subject: RE: PURPA contract requests
hereis the call in information - the time is 9AM Mountain and 8AM Pacific.
Bruce Griswold from PacifiCorp has invited you to a Voice Conference (Mtg ID 121212) on JAN, 28 2009 at 8:00 AM
America/Los_Angeles If provided, use the following password 121212
To attend a Voice Conference: Call 503-813-5600 (toll free #800-503-3360), follow the instructions provided and
enter Mtg ID 121212 when prompted.
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: cojlin. rudeenamaiI.com [mailto:[e-mail]] On Behalf Of Collin Rudeen
Sent: Friday, January 23, 2009 12:39 PM
To: Griswold, Bruce {Mkt Function}
Cc: Younie, John; Peter Richardson; James Carkulis; Lawrence R. Leib
Subject: Re: PURPA contract requests
Bruce,
Does 9:00, MST on Wednesday next week work for you guys? Pete will not be on the call James and maybe
Larry Leib will be on the call, in addition to myself.
Regards,
Collin
On Thu, Jan 22, 2009 at 10:18 AM, Griswold, Bruce {Mkt Function} <[e-mail] >
wrote:
Collin
2
-
.
Thanks for the documents We will review and schedule a time to discuss all projects next week Purpose of
the call would be to clarify the submittals, schedules, and deliverables Who should we schedule the call with?
We would tentative look at Wednesday for a call
If Pete will on the call, we will schedule to have our attorney also Thanks
Bruce Griswold
PacifiCorp C&T
503-813-5218 Office
503-702-1445 Cell
503-813-6260 Fax
From: collin. rudeen@pmail .com [mailto:collin. rudeenQmail.com ] On Behalf Of Collin Rudeen
Sent: Thursday, January 22, 2009 7:51 AM
To: Griswold, Bruce {Mkt Function}; Younie, John
Cc: Peter Richardson; James Carkulis
Subject: PURPA contract requests
John and Bruce,
Please see the three attached files, sent at Peter Richardson's request
Regards,
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
[e-mail]
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsibleto i'i it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited. If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address.
3
Collin Rudeen
Lead Project Engineer
Exergy Technology Concepts
802 W Bannock, ste 1200
Boise, ID 83702
ph: 208.336.9793
[e-mail]
This electronic or printed document contains information which (a) may
be LEGALLY PRIVILEGED, PROPRIETARY IN NATURE, OR OTHERWISE PROTECTED BY
LAW FROM DISCLOSURE, and (b) is intended only for the use of the
Addressee(s) named above. If the reader of this message is not the
intended recipient, or the employee or agent responsible to deliver it
to the intended recipient, you are hereby notified that any
dissemination, distribution or copying of this communication is strictly
prohibited If you have received this communication in error, please
immediately notify us by telephone, and return the original message to
us at the above address
PAC-E-10-08/Rocky Mountain Power
August 16, 2012
XRG Data Request 47
XRG Data Request 47
Please admit or deny that Rocky Mountain Power requested that the cost of the
Populus to Terminal project be placed in rate base in PAC-E-10-07. Please
explain the impact of completion of this project on Rocky Mountain Power's
ability to accept delivery of the 4 XRG projects referred to in the Complaint in
this case at Borah or Brady.
Response to XRG Data Request 47
Admit
The question does not state where the power from the 4 XRG projects is to be
delivered. The Populus to Terminal project increased southbound capability
across Path C into Utah with the upgrades adding 650 MW of capacity
southbound. All the additional Path C capacity, including the incremental 650
MW of capability is currently subscribed to network service requirements and is
not available for firm purchase on PacifiCorp's OASIS. The upgrades did not
affect the availability of capacity from Brady or Borah to Path C other than
providing scheduling flexibility from Brady into Utah and from Borah into
Populus Per PacifiCorp's OASIS website, there is currently no available
transmission capacity from Brady into Utah or from Borah into Utah There is
posted capability from Borah to Populus
Recordholder: Kenneth Houston
Sponsor To Be Determined