20110110Application.pdf

~~\;co~OUNTAIN f( EE (~E 1 :,/ .~'~. .i-l
201 South Main, Suite 2300
Salt Lake City. Utah 84111
Janua 8, 2011
2UI, JAN 10 Ali 9= 39
UTld9rg~ofl.. ","
VL OVERNGHT DELIVRY
Idaho Public Service Commssion
472 W. Washigton Street
P.O. Box 83720
Boise, Idaho 83720-0074 Q It-El t -O~
Attention: Jean D. Jewell
Comms&on Secrenr
RE: In the Matter of the Applications of Rocky Mountan Power for Approval of Power Purchase
Agreements Between Rocky Mountain Power and Cedar Creek Wind
Please find enclosed the original and seven (7) copies each of five separte Applications and
Power Purchae Agreements between Rocky Mounta Power under which Cedar Creek would
sell and Rocky Mounta Power would purchase electrc energy generated from each of the five
Ceda Creek Wind projects ("Projects") located in Bingh County, Idaho:
Project Name
Rattesnae Canyon
vCoyote Hill
Nort Point
Steep Ridge
Five Pine
Nameplate Capacity
Megawatt (M
27.6
27.6
27.6
25.2
25.2
Monthly Average MW
Delivery
9.4
9.4
.9.8
9.8
9.4
Inquiries may be diected to Ted Weston, Idao Reguatory Manger at [phone], or
Danel Solander, Senior Counel, at [phone].
'fry Truy Your,ì vl1 L¡ / 1A~
Jeffey K. Larsen
Vice President, Reguation
Enclosures
;?t"!
!OU JÂ!1 \ û l\M 9: 42
PA6t-lt~6-U
PROJECT
COYOTE HILL
Mark C. Moench
Danel E. Solander
Yvonne R. Hogle
Rocky Mounta Power
201 South Main Street, Suite 2300
Salt Lake City, Uta 84111
Telephone: [phone]
Fax: [phone]
Email: mark.moench(fpacificorp.com
daniel.solander(fpacificorp.com
yyonne.hogleCßacificorp.com
."""\ti
ion JAN 10 At; 9: 42
Attorneys for Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMSSION
IN THE MATTER OF THE
APPLICATION OF ROCKY
MOUNTAI POWER FOR
APPROVAL OF A POWER
PURCHASE AGREEMENT
BETWEN RM AN CEDAR
CREEK WIND LLC
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CASE NO. PAC-E-1l-6.:
APPLICATION OF
ROCKY MOUNTAIN POWER
Comes now Rocky Mounta Power ("RM' or "Company" or "PacifiCorp"), in
accordance with RP 52 and the applicable provisions of the Public Utility Reguatory
Policies Act of 1978 ("PURP A"), hereby respectfuly applies to the Idaho Public Utilties
Commssion ("IPUC" or "Commssion") for an Order accepting or rejecting the published
avoided cost rate Power Puchae Agreement ("PP A") between RM and Ceda Creek
Wind LLC ("Cedar Creek" or "Seller') under which Cedar Creek would sell and RMP
would purchase electrc energy generated from each of the five Ceda Creek Wind
projects ("Projects") located in Bingham County, Idao:
1
Project Name Nameplate Capacity
Megawatt (M
27.6
27.6
27.6
25.2
25.2
Monthly Average MW
Delivery
Rattlesnake Canyon
Coyote Hill
Nort Point
Steep Ridge
Five Pine
9.4
9.4
9.8
9.8
9.4
This application is specific to the Coyote HiD Project ("Facilty"). In support of ths
Application RM represents as follows:
1. Communcations regarding ths Application should be addrssed to:
Ted Weston
201 South Mai, Suite 2300
Salt Lake City, Uta 84111
Telephone: [phone]
Fax: [phone]
Email: ted.weston(fpacificorp.com
and to:
Danel E. Solander
201 South Mai, Suite 2300
Salt Lake City, Uta 84111
Telephone: [phone]
Fax: [phone]
Email: danieL.solander(fpacificorp.com
In addition, the Company respectfuly requests that all data requests regardig this matter
be addrssed to one or more of the followig:
Bye-mail (preferred)
By reguar mail
dataequestiipacificorp.com
Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
2
I. BACKGROUN
2. Sections 201 and 210 ofPURA, and pertinent reguations of the Federal
Energy Reguatory Commssion ("FERC"), requie that reguated electrc utilities
purchae power produced by cogenerators or small power producers that obta
qualifying facilty ("QF") statu. The rate a QF receives for the sale of its power is
generally referrd to as the "avoided cost" rate and is to reflect the incremental cost to an
electrc utilty of electrc energy or capacity or both, which, but for the purchae from the
QF, such utilty would generate itself or purhae from another source. The Commssion
has authority under PURP A Sections 201 and 210 and the implementig reguations of
the FERC, 18 C.F.R. § 292, to set avoided costs, to order electrc utilties to enter into
fixed-term obligations for the purchae of energy from QFs, and to implement FERC
rues.
3. Cedar Creek proposes to design, constrct, install, own, operate, and
maintain a 27.6 megawatt ("MW") (Facilty Capacity Rating) wid generating facilty
named Coyote Hil, to be located in Bingh County, Idao. The Facilty will be a QF
under the applicable provisions of PUR A. The PPA for ths Facilty and the other four
Ceda Creek projects; Rattlesnae Canyon, North Point, Steep Ridge, and Five Pine, are
all executed by Scott Montgomery, President of Ceda Creek Wind LLC, being the
authorized manger of each aforementioned Project.
4. On November 5, 2010, RM along with Idao Power and Avista
Corporation filed a Joint Petition and Motion seeking a reduction in the published
avoided cost rate eligibilty cap from 10 aMW to 100 kilowatts ("kW"). Case No. GNR-
E-10-04. On December 3, 2010, the Commssion issued Order No. 32131 setting a
3
Modified Procedure comment schedule with which to develop a record for its decision
regarding the Joint Petition and Motion's request to lower the published avoided cost rate
eligibilty cap. Comments were provided December 22,2010, Reply Comments are due
Janua 19,2011, and Oral Arguents ar scheduled for Janua 27,2011. As par of the
Order, the Commission ordered that its decision regarding whether to reduce the
published avoided cost eligibilty cap become effective on December 14,2010.
5. RM has an obligation under federa law, FERC regulations, and ths
Commssion's Orders to enter into power purhae agreements with PUR A QFs. As
stated in the Joint Petition filing, RM ha received multiple requests from PUR A wid
QF developers for published avoided cost rate PP As. The Company continues to process
these requests as par of its normal coure of business with the appropriate level of due
dilgence to ensur these potential resources comply with all PURA reguations and
Commssion Orders and are submitted to ths Commission for review and decision, as is
its legal obligation. However, the request in ths Application, the other four Applications
for Cedar Creek Wind projects, as well as several other QF PP A Applications that will be
fied over the coure of the next severa month, is made with the specific reservation of
rights and incorporation of the averments set fort in the Joint Petition regardig the
possible negative effects to the both the utilty and its customers of additiona and
unettered PURA QF genertion on system reliabilty, utilty operations, and costs of
incorprating and integrtig such a large penetration level of PUR A wid QF
generation into the utilty's system.
6. RM is concered with the increase in power supply costs, and the
resultig increase in rates to its customers, that the curent published SAR-methodology
4
avoided cost prices causes as compared to applying the IR-methodology or the results
from a competitive request for proposa solicitation. A non-stadad QF project using the
Commssion Ordered IRP-methodology addresses the specific operating charteristics of
the QF as par of the Company's resource portfolio, resulting in avoided cost prices tied
to that specific resource and generally, at a lower cost than the SAR-derived avoided cost
prices. The magntude of stadad wind QF project development in Idaho ha reached
monumenta levels and at the curnt published avoided cost levels will have a signficant
impat on the net power cost portion of its Idaho and other jursdiction customer's rates.
The Coyote Hil QF Contract and the other four Cedar Crek Idao wind QF contrcts
being submitted to the Commission tota 133 MW, representing 30 percent of the 445
MW QFs tht are curntly requestig published avoided cost rate wid contrts. These
propose projects ar not small famly or communty-based developers doing a single
project, but rather large-scale, sophisticated developers with legal and techncal assets
who have disaggregated large projects into multiple projects in order to meet the 10 aM
theshold and quaify of published avoided cost contrcts. Ceda Creek Wind originally
submitted a bid into the Company's 2009R renewable Request for Proposa (RP) as a
single 151 MW project but did not make the RFP short-list of bids. In March 2010, Ceda
Creek requested QF pricing for two 78 MW projects. The projects were priced using the
IRP-methodology for large Idaho non-stadard QFs. RM prepard and delivered
avoided cost prices which Ced Creek rejected as not meetig their price thshold and
therefore too low. In May 2010, Ceda Creek resubmitted five individua QF projects
totaing 133 MW for Idaho avoided cost pricing. The five projects, which sha a
common interconnection under the origial single large project's interconnection
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agreement and have a single owner, complied with all PURA's reguation including the
I-mile separtion requirement, and met all Idao rues and Commission Orders. Five
published avoided cost contrcts were prepard and executed. The Company points out
that at the avoided cost price difference between the SAR-methodology compared to the
IR-methodology results in the Company paying an additiona $10 millon per year for
the power from the five projects. Expanding these stadard avoided cost prices to the
other 312 MW of stadad QF contract requests versus using the IR-methodology would
resuts in an additional cost of $23 millon pe year. In ths insce, the published
avoided cost prices are signficantly higher th the avoided cost prices produced using
the IRP-methodology. Furer, stadard purchaes result in an inerent overpayment to
the extent that the project does not offer the same delivery attbutes as the proxy
resource on which the avoided costs ar calculated. As stadad pricing becomes
available to larger projects, for longer contract terms, the magntude of ths overpayment
increases. Because a contract under the published QF rate ha minal flexibilty to
adjust pricing or the terms and conditions in the contract based on the project's
charcteristics, wid resources have found the QF path more conducive to gaing a long
term power purchase agreement without the project specific adjustments they would
encounter though the IR-methodology or a competitive request for proposa
solicitaion. Ths divergence between applying the project speific charcteristics though
the IRP-methodology and the stadard default pricing natu of the QF process will lead
to Idaho customers on the Company's system of caring the burden of a higher-cost (i.e.,
above avoided cost) QF resource than they would otherwse pay for.
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7. The Revised Protocol ageement addresses treatment of New QF
Contracts under State Resources in Section C. as follows: "Costs associate with any
New QF Contrct, which exceeds the costs PacifiCorp would have otherwse incured
acquig Comparable Resources, will be assigned on a situs basis to the State approving
such contract." Therefore if the Commission approves ths purchae power agreement the
Company respectfly requests tht the $10 millon anua incremental expense
associated with these five contracts be situ assigned to the state of Idaho. Ths would be
in addition to Idao's allocation of the cost produced by IR-methodology valuation
representative of the avoided cost RM would have otherwse incured acquig these
resources.
8. Rocky Mounta Power is concerned with the impact on its electrcal
system and reliabilty in addig the Ceda Creek Wind projects and other large volumes
of QF wid. Historically the generation theshold for published avoided cost rates had
been low, and the costs associated with capacity contrbution and integration for an
intermttent resource have been deemed to have mial impact on the Company's
electrc system. With curnt thsholds in Idao increased to 10 aMW which equates to a
wid QF project in the naeplate capacity rage of 20 to 30MW, the cost to the
Company and thus to the customer for integration, capacity contrbution, and
transmission capacity are of grater signficance and need to be revisited in the
determination of avoided costs for interittent resources. In those cases where a resource
is added in Idao and there is insufcient load to absorb or use the generation, the added
QF power output must be moved elsewhere to be usefu to the system and serve the
Company's network load. Ths is prily expected to be the case in the off-peak time
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period when customer loads are normally lower and canot absorb the wid generation,
but also may occur with the addition of signficant numbers of 10 aM QF projects or a
small number of large QF projects. Whle the Company recognzes that locational
tranmission consts and the need for trsmission upgrades should not prevent
project development, any incrementa cost reflectig the constrt or upgrade should be
borne by the developer and not the ratepayer. Anysis of trsmission system constraits
and the cost of options for deaing with those constrts should be incorprated into the
QF pricing and contract process so tht appropriate adjustments can be made.
9. Even though RM is legally obligated to continue to negotiate, execute,
and submit PUR A QF contracts for Commssion review, it also feels obligated to
reiterate that the continuig and unchecked requiement for the Company to acquire
additiona intermttent and other QF generation regardless of its need for additional
energy or capacity on its system not only circumvents the Integrated Resource Planng
process and creates system reliabilty and operationa issues, but it also increases the
price its customers must pay for their energy needs.
II. THE POWER PURCHASE AGREEMENT
10. On December 22, 2010, RM and Cedar Creek entered into a PPA
pursuat to the terms and conditions of the varous Commssion Orders applicable to this
PURPA agreement for a wid resource. See Orer Nos. 29632, 30423, 31021, and 31025.
A copy of the PPA is attched to ths Application as Attchment NO. 1. Under the terms
of this PPA, Cedar Creek elected to contract with RMP for a 20-year term using the non-
levelized published avoided cost rates as curently established by the Commssion for
energy deliveries of less th 10 average megawatts ("aMW"). Ths PPA was executed
8
by Ceda Creek on December 13, 2010. It was subsequently executed by RM on
Decembe 22, 2010, and now fied for the Commssion's review on Janua 7, 2011.
11. The nameplate ratig of this Facility is 27.6 MW. Ceda Creek has attsted
and documented thugh its generation profile tht the Facilty will not exceed 10 aMW
on a monthy basis. Furhermore, as described in Section 5.3 of the PPA, should the
Facilty exceed 10 aMW on a monthy basis, RM will accpt the energy tht does not
exceed the Maximum Facilty Delivery Rate (Indvertent Energy), but will not purchae
or pay for ths Inadvertent Energy.
12. Ths PUR A wind ageement includes the Mechacal Availabilty
Guartee ("MAG"), Wind Integration Cost adjustment, and Wind Forecasting cost
shang as required in Commission Order No. 30497. In addition, Cedar Creek and RMP
have agreed to Delay Liquidated Damages and associated Delay Securty provisions of
$1,432,457 for the Coyote Hil project with retu of the securty as specific PPA
milestones ar met.
13. Ceda Creek has elected October 1, 2012, as the Scheduled Commercial
Opertion Date for ths Facilty. The PPA establishes numerous requiements in Section 2
tht Ceda Creek must meet prior to RM acpting energy deliveries from ths Facilty.
Ceda Creek must deliver a monthy report on progrss sting in October 2011 and
RMP will monitor compliance with these initial requiements. In addition, RM will
monitor the ongoing contractul requiements though the ful term of ths PP A.
14. The PP A, as signed and submitted by the pares thereto, conta non-
levelized published avoided cost rates in conformty with applicable IPUC Orders. In
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addition, Cedar Creek shall reimbur RMP for the cost of securg the netork resource
and tranmission service request.
15. Ceda Creek's projects sha a common collector substation for the five
wid QF projects including Coyote Hil, which then delivers aggregated energy via a
Cedar Creek owned 345-kV trsmission line to the Point of Delivery at the Goshen
Substation. Ths Facility and the other four Cedar Creek project's net output generation
is individually meteed at the collector substation and each PPA contas an Addendum L
which distrbutes the line losses between the collector substation and the Point of
Deliver to each project based on their percentae of the monthly net output to the
aggrgated delivery at the Point of Delivery.
16. The PP A provides that all applicable interonnection costs and monthy
operational or maitenance chages as defined in the Genertor Interconnection
Agrement ("GIA") will be assessed to Seller. PUR A QF generation mus be designated
as a network resoure (flNR") on RM's system, which requires the Company's merchat
fuction to submit a Transmission Service Request ("TSR") on behaf of the Facility to
PacifiCorp Trasmission. Submission of such request will occur by Janua 30, 2011.
Upon resolution of any and all requied upgrdes, if necessar, to acquie network
transmission capacity for ths Facilty's delivery of energy and upon execution of the
PP A and the GIA, ths Facilty may then be designated as a network resource.
17. Seller has selected October 1, 2012, as the Scheduled Commercial
Operation Date. Cedar Creek has been advised that it is Ced Creek's responsibilty to
work with PacifiCorp Tramission to ensure that sufcient tie and resoures will be
available to constrct the interconnection facilties, and trmission upgrades if requied,
10
in time to allow the Facilty to achieve the Scheduled Commercial Opration Date. Ced
Creek has been fuer advised tht delays in the interconnection or trmission process
are not Force Majuere events in achievig the Scheduled Commercial Operation Date and
if Seller fails to achieve the Scheduled Commercial Operation Date at the times specified
in the PPA, delay daages will be assessed.. Ceda Creek has advised RM that is ha
been advised of and accepted the responsibilty and risk associated with meeting the
Schedule Commercial Operation Date requiements relating to interconnection and
possible transmission upgrades.
18. Ceda Creek has also been made awae of and accpted the provisions of
the PP A regarding cuilment or disconnection of its Facilty should certn operating
conditions develop on the Company's system. Section 6 of the PPA defies the conditions
for curlment and obligations of Cedar Creek in the event of curlment.
19. Section 2.1 of the PP A provides tht the PP A will not become effective
until the Commssion ha approved all of the PP A's terms and conditions and issued a
final and non-appealable order tht declares that all payments RM makes to Cedar
Creek for purchases of energy will be allowed as prudent and legitimate expenses for
ratemakg puroses and tht Idao will allow PacifiCorp to recover through its rates in
Idaho any shortall in recovery of power purcha costs under the PP A if any other public
utilty commssion with jursdiction over PacifiCorp disallows recovery of any par of
that state's proportionate sha of said expenses.
III. MODIFIED PROCEDUR
20. RM believes that a hearg is not necessa to consider the issues
presented herein and respectfly requests that this Application be processed under
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Modified Procedure, i.e., by wrtten submissions rather th by heang. Reference
Commssion Rules of Procedure, IDAPA 31.01.01.201-204. If, however, the Commssion
determes that a techncal heag is requid, the Company stads ready to prepare and
present its testiony in such hearg.
WHREFORE, Rocky Mountain Power respectfuly requests that the
Commission issue an Order accepting or rejecting the published avoided cost rate Power
Purhase Agreement ("PP A") between RM and Ceda Creek Wind LLC ("Ced Creek"
or "Seller') under which Ceda Creek would sell and RM would purhase electrc energy
generated from the Coyote Hil facilty.
Dated ths 8th day of Janua, 2011
Respectfully submitted,
/" ,1;1 LL /By ¡j~i Ifr _, /t
Danel E. Solander i~-;
Attorney for Rocky Mounta Power
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ar. c:
ißt l JAÌ'ii 0 AM 9:ilER PURCHASE AGREEMENT
BETWEEN
CREEK WID, LLC
Relating to COYOTE IDLL, a Wind Turbine Generation Project
a non-fueled, on-system, Intermittent Resource with Mechanical Availabilty Guarantee,
Idaho Qualifying Facility-lOaMW /Month or less
AND
PACIFICORP
Section 1: Definitions . ............ ..... ............. ... ...................................... ............ ...................... 1
Section 2: Term, Commercial Operation Date ................................................................... 9
Section 3: Representations and Warranties....................................................................... 12
Section 4: Delivery of Power; Availabilty Guaanty....................................................... 15
Section 5: Purchase Prices....................... ....... .............. ....................................... ............. 17
Section 6: Operation and Control ,..............................................................,..................... 19
Section 7: Motive Force....................................................................................................22
Section 8: Generation Forecasting Costs. ....... ................................... .............. ................. 23
Section 9: Metering; Reports and Records ......... .............................. ............ .................... 23
Section 10: Bilings, Computations and Payments ....................... ........... ..... .................... 25
Section 11: Security ................ ................... .................. ............. .... .................. .................. 26
Section 12: Defaults and Remedies .................................................................................. 27
Section 13: Indemnification; Liabilty ....................... ................................... .............. ...... 30
Section 14: Insurance................................................... ....... ...................... ........... ............. 31
Section 15: Force Majeure................................................................................................32
Section 16: Several Obligations........................................................................................ 33
Section 17: Choice of Law................................................................................... ............. 33Section 18: Parial Invalidity ............................................................................................ 33
Section 19: Waiver.....................................................................................:...................... 33
Section 20: Governental Jurisdiction and Authorizations ............................................. 33
Section 21: Successors and Assigns ................................................................................. 33
Section 22: Entire Agreement............................................................................................ 34
Section 23: Notices ................ ......... ...... ............... ...... ........................ ............ ............ ....... 34
--o
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Ç'rv
Cedar Creek Wind, LLC-Coyote Hil Project
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREæ;NT, rela' g to COYOTE HILL, a wid tubine
generation project, entered into ths day of , 20il is between.Cedar Creek
Wind, LLC, a Delaware limited lia ilty company e "Seller") and PacifCorp, an Oregon
corporation acting in its merchant fuction capacity ("PacifCorp"). Seller and PacifiCorp arereferred to collectively as the "Parties" and individually as a "Part".
RECITALS
A. Seller intends to constrct, own, operate and maintan a wid facilty, including
Seller's Interconnection Facilties, for the generation of electric power located in Bingham
County with an expected Facilty Capacity Ratig of 27,600-kilowatt (kW) as fuer described
in Exhibit A and Exhibit B (" Facilty ").
B. Seller has secured rights to deliver output from its Facilty to PacifiCorp across
interconnection facilties shared by five Qualifing Facilities (Coyote Hil, Five Pine, Steep
Ridge, North Point, and Rattlesnae Canyon); the five Quaifying Facilties have agreed to
allocate comingled line losses on those interconnection facilties as set fort in Addendum L.
C. Seller intends to operate the Facilty as a Qualifying Facilty, as such term is
defined in Section 1.55 below, and to sell Net Output to PacifCorp in Idaho.
D. Seller esttes that the average anua Net Output to be delivered by the Facilty
to PacifiCorp is 73,262,234 kilowatt-hours (kWh) ("Average Annual Net Output") pursuat to
the Initial Year Energy Delivery Schedule in Section 4.3.1, which amount of energy PacifiCorp
will include in its resource planng.
E. Seller intends to sell and PacifiCorp intends to purchase all the Net Output from
the Facilty in accordace with the terms and conditions of this Agreement.
F. PacifCorp intends to designte Seller's Facilty as a Network Resource for the
puroses of serving Network Load.
G. This Agreement is a ''New QF Contract" under the PacifCorp Inter-Jursdictional
Cost Allocation Revised Protocol.
H. Seller i: has U ha not authorized Transmission Provider to release generation
data to PacifiCorp. If yes, the authorization is attched as Exhibit H.
NOW, THEREFORE, the Pares mutUally agree as follows:
SECTION 1: DEFINTIONS
When used in this Agreement, the followig term shall have the following meangs:
1.1 "As-built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completion of constction of the Facilty, accurately describing the completed
. Facilty.
1
Cedar Creek Wind, LLC-Coyote Hil Project
1.2 "Availabilty" means, for any Biling Period, the ratio, expressed as a percentage,
of (x) the aggregate sum of the tubine-minutes in which each of the Wind Turbines at the
Facilty was available to generate at the Maximum Facilty Delivery Rate during the Biling
Period over (y) the product of the number of Wind Turbines that comprise the Facilty Capacity
Rating as of Commercial Operation multiplied by the number of miutes in such Biling Period.
A Wind Turbine shall be deemed not available to operate during miutes in which it is (a) in an
emergency, stop, servce mode or pause state; (b) in "ru" status and faulted; or (c) otherwse not
operational or capable of delivering at the Maximum Facilty Delivery Rate to the Point of
Delivery; unless if unavailable due solely to (i) a default by PacifiCorp; (ii) to the extent not
caused by Seller's actions, a curailment in accordance with Section 6.3 or (ii) insufficient wid
(including the normal amount of time required by the generating equipment to resume operations
followig a period when wid speed is below the Cut-In Wind Speed).
1.3 "Biling Period" means the time period between PacifCorp's reading of its
power purchase meter at the Facility and for ths Agreement shall coincide with calendar months.
1.4 "Commercial Operation" means that not less than the 90% of the expected
Facilty Capacity Ratig is fully operational and reliable and the Facilty is fully interconnected,
fully integrated, and synchronized with the System, all of which shall be Seller's responsibilty to
receive or obtain, and which occurs when all of the following events (i) have occured, and (ii)
remain simultaeously tre and accurate as of the date and moment on which Seller gives
PacifiCorp notice that Commercial Operation has occured:
1.4.1 PacifiCorp has received a certficate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stting the Facilty Capacity Ratig of the Facilty at
the anticipated time of Commercial Operation and (b) statig that the Facilty is able to
generate electric power reliably in amounts required by this Agreement and in accordance
with al other terms and conditions of this Agreement.
1.4.2 Sta-Up Testing of the Facilty has been completed in accordance with
ExhibitE.
1.4.3 PacifiCorp has received a cerificate addressed to PacifiCorp from a
Licensed Professional Engineer, an attorney in good standig in Idaho, or a letter from
Transmission Provider, statig that, in accordance with the Generation Interconnection
Agreement, all requied interconnection facilties have been constrcted, all required
interconnection tests have been completed and the Facilty is physically interconnected
with the System in conformance with the Generation Interconnection Agreement and able
to deliver energy consistent with the terms of ths Agreement, and the Facilty is fuly
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 stading in Idao, statig that
Seller has obtaied all Required Facilty Documents and, if requested by PacifiCorp in
writing, Seller shall have provided copies of any or all such requested Required Facilty
Documents.
2
Cedar Creek Wind LLC-Coyote Hil Project
1.4.5 Seller has complied with the security requirements of Section 11.
1.4.6 Network Resource Designation and Transmission Service Request. (i)
PacifiCorp has received confirtion from the Transmission Provider that the Facility
has been designated as a Network Resource and (ii) PacifCorp has received confrmation
from the Transmission Provider that the tranmission servce request has been granted in
sufficient capacity to meet or exceed the Maxum Facilty Delivery Rate and the Seller
has paid all costs associated with any requirements of the transmission servce request.
1.5 "Commercial Operation Date" meas the date, as designated by PacifiCorp
pursuat to Section 2.4, the Facilty first achieves Commercial Operation.
1.6 "Commission" means the Idaho Public Utilities Commssion.
1.7 "Conforming Energy" means all Net Energy except Non-Conformg Energy.
1.8 "Conforming Energ Purchase Price" mean the applicable price for
Conforming Energy and capacity, specifed in Section 5.1.
1.9 "Contract Year" mean a twelve (12) month period commencing at 00:00 hours
Pacific Prevailing Time ("PPT") on Januar 1 and endig on 24:00 hours PPT 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, uness earlier termnated as provided herein.
1.10 "Cut-in Wind Speed" means the wind speed at which a stationar wind tubine
begins producing Net Energy, as specified by the tubine maufacturer and set fort in Exhibit
A.
1.11 "Delay Liquidated Damages", "Delay Daily Miimum", "Delay Period",
"Delay Price" and "Delay Volume" shall have the meanngs set fort in Section 2.5 of tls
Agreement. "Delay Security" shall have the meang set fort in Section 11.1.1 of this
Agreement.
1.12 "Default Security" shall have the meaning set fort in Section 11.2 of tls
Agreement.
1.13 "Effective Date" shall have the meang set fort in Section 2.1 of this
Agreement.
1.14 "Energy Delivery Schedule" shall have the meang set fort in Section 4.3 of
ths 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 substce to the air, soil or water, which are
deemed of value by PacifiCorp. Environmenta Attbutes include but are not limited to: (1) any
avoided emissions of pollutats to the air, soil, or water such as (subject to the foregoing) sulfur
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Cedar Creek Wind, LLC-Coyote Hil Project
oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO), and other pollutats; and (2) any
avoided emissions of carbon dioxide (C02), methane (CH4), and other greenhouse gases
(GHGs) that have been determied by the United Nations Intergovernental Panel on Climate
Change to contribute to the actual or potential theat of altering the Ear's climate by trapping
heat in the atmosphere. Environmental Attibutes do not include (i) Production Tax Credits or
certn other ta incentives existing now or in the futue associated with the constrction,
ownership or operation of the Facility, (ii) matters designated by PacifCorp as sources of
liabilty, or (iii) adverse wildlife or environmental impacts.
1.16 "Environmental Contamination" means the introduction or presence of
Hazdous Materials at such levels, quantities or location, or of such form or character, as to
constitute a violation of federal, state or local laws or reguations, and present a material risk
under federal, state or local laws and regulations that the Premises will not be available or usable
for the puroses contemplated by ths Agreement.
1.17 "Expiration Date" shall have the meaning set fort in Section 2.1 of ths
Agreement.
1.18 "Facilty" is defined in Recital A of this Agreement.
1.19 "Facilty Capacity Rating" means the sum of the Nameplate Capacity Ratings
for all generators comprising the Facility.
1.20 "Force Majeure" has the meaning set fort 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. Maitenance Outages and Planed Outages are not Forced Outages.
1.22 "Generation Interconnection Agreement" means the generation interconnection
agreement entered into separately between Seller and Tranmission Provider, as applicable,
specifying the Point of Delivery and providing for the constrction and operation of the
Interconnection Facilties.
1.23 "Governmental Authority" mean any supranational, federal, state or other
political subdivision thereof, having jursdiction over Seller, PacifCorp or this Agreement,
including any muncipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or admiistrative fuctions of or pertning to governent,
including any corporation or other entity owned or controlled by any of the foregoing.
1.24 "Hazardous Materials" means any waste or other substace that is listed,
defined, designated or classified as or determned to be hazardous under or pursuat to any
environmental law or regulation.
1.25 "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 Facilty Deliver Rate on an hour-averaged basis.
Inadvertent Energy is not included in Net Energy.
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Cedar Creek Wind LLC-Coyote Hil Project
1.26 "Index Price", for each day, shall mean the weighted average of the average Peak
and Off-Peak fim energy market prices, as published in the Intercontinental Exchange (ICE)
Day Ahead Power Price Report for the Palo Verde Hub. For Sunday and NERC holidays, the
24-Hour Index Price shall be used, uness ICE shall publish a Firm On-Peak and Firm Off.Peak
Price for such days for Palo Verde, in which event such indices shall be utilzed for such days. If
the ICE index or any replacement of tht index ceases to be published during the term of ths
Agreement, PacifCorp shall select as a replacement a substatialy equivalent index that, afer
any appropriate or necessar adjustents, provides the most reasonable substitute for the index
in question. PacifCorp's selection shall be subject to Seller's consent, which Seller shall not
uneasonably withold, condition or delay.
1.27 "Initial Year Energ Deliery Schedule" shall have the meanng set fort in
Section 4.3.1.
1.28 "Interconnection Facilties" means all the facilties and ancilar equipment used
to interconnect the Facilty to the System, as defmed in the Generation Interconnection
Agreement.
1.29 "Letter of Credit" mean an irevocable stadby letter of credit in a form
reasonably acceptable to PacifiCorp, namg PacifiCorp as the par entitled to demad payment
and present draw requests thereunder. Such letter of credit shall be provided by an institution
that is a United States office of a commercial ban or trt company organed under the laws of
the United States of America or a political subdivision thereof, with a credit rating on its long-
term senior unsecured debt of at least "A" from Stadard & Poor's and "A2" from Moody's
Investor Services, and (unless otherwse agreed) having assets of at least $10,000,000,000 (net of
reserves).
1.30 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in its
reasonable judgment who is licensed to pratice engieerig in the stte of Idaho, who has
training and experience in the engineerig discipline(s) relevant to the matters with respect to
which such person is called to provide a certfication, evaluation and/or opinion, who has no
economic relationship, association, or nexu with the Seller, and who is not a representative of a
consultig engineer, contractor, designer or other individual involved in the development of the
Facilty, or of a manufactuer or supplier of any equipment instaled in the Facilty. Such
Licensed Professional Engineer shall be licensed in an appropriate engineerig discipline for the
required certfication 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.
1.31 "Maintenance Outage" means any outage of one or more Wind Turbines that is
not a Forced Outage or a Planed Outage. A Maintenance Outage is an outage that can be
deferred until afer the end of the next weekend, but that requires that the Wind Turbine(s) be
removed. from service before the next Planed Outage. A Maitenance Outage may occur any
time during the year and must have a flexible star date.
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Cedar Creek Wind LLC-Coyote Hil Project
1.32 "Material Adverse Change" shall mean, with respect to the Seller, if the Seller
has experienced a change in facts or circumtaces related to development or operation of the
Facilty that materially and adversely impact Seller's abilty to fulfill its obligations under ths
Agreement.
1.33 "Maximum Facilty Delivery Rate" means the maimum instataeous rate
(kW) at which the Facilty is capable of delivering Net Output at the Point of Delivery, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement.
1.34 "Maxium GIA Delivery Rate" means the maximum rate (kW) at which the
Generator Interconnection Agreement allows the Facilty to deliver energy to the Point of
Delivery and is set fort in Exhibit A.
1.35 "Maximum Monthly Purchase Obligation" means the maxmum amount of
energy PacifiCorp is obligated to purchase under ths Agreement in a calendar month. In
accordance with Commssion Order No. 29632, the Maximum Monthy 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 parial month; provided however that, subsequent to the Effective
Date of this Agreement, any change by the Commssion to the Maxmum Monthly Purchase
Obligation established by Order No. 29632 shall have no affect on the obligations of the Pares
pursuant to this Agreement.
1.36 "Nameplate Capacity Rating" mean the maximum instantaneous generating
capacity of any qualifyg small power or cogeneration generating unit supplying all or par of
the energy sold by the Facilty, expressed in MW or kW, when operated consistent with the
maufacturer's recommended power factor and operating parameters, as set fort in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,updated in the As-built Supplement. .
1.37 "NERC" means the Nort American Electric Reliabilty Corporation.
1.38 "Net Energy" mean the energy component, in kWh, of Net Output. Net Energy
does not include Inadvertent Energy.
1.39 "Net Output" means all energy and capacity produced by the Facilty, less station
use and less transformation and transmission losses and other adjustments, if any. For puroses
of calculating payment under this Agreement, Net Output of energy shall be calculated as set
forth in Addendum L. Net Output does not include Inadvertent Energy.
1.40 "Network Resource" shall have the meaning set fort in the Tariff.
1.41 "Network Service Provider" means PacifiCorp Transmission, as a provider of
network service to PacifiCorp under the Tariff.
1.42 "Non-Conforming Energy" mean Net Output produced by the Facilty prior to
the Commercial Operation Date.
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Cedar Creek Wind LLC-Coyote Hil Project
1.43 "Non-Conforming Energy Purchase Price" meas the applicable price for Non-
Conformng Energy and capacity, specified in Section 5.1. .
1.44 "Off-Peak Hours" means al hoUrs of the week that are not On-Peak Hours.
1.45 "On-Peak Hours" means hour from 6:00 a.m. to 10:00 p.m. Pacific Prevailing
Time, Monday though Satuday, excluding Western Electrcity Coordinating Council (WCC)
, and Nort American Electrc Reliabilty Corporation (NRC) holidays.
1.46 "Output Shortfall" and "Output Shortfall Damages" shall have the meangs
set fort in Section 4.5 of this Agreement.
1.4 7 "PacifiCorp" is defied in the :f pargraph of ths Agreement, and excludes
PacifiCorp Transmission.
1.48 "PacifCorp Transmission" mean PacifCorp, an Oregon corporation, acting in
its interconnection and transmission fuction capacity.
1.49 "Planned Outage" means an outage of predetermned duration that is scheduled
in Seller's Energy Delivery Schedule. Boiler overhauls, tubine overhauls or inspections are
typical planed outages. Maintenance Outages and Forced Outages are not Planed Outages.
1.50 "Point of Deliery" mean the point of interconnection between the Facilty and
the System, as specified in the Generation Interconnection Agreement and in Exhibit B.
1.51 "Premises" means the real propert on which the Facilty is or will be located, as
more fully described on Exhibit A.
1.52 "Prime Rate" means the rate per anum equa to the publicly anounced prime
rate or reference rate for commercial loans to large businesses in effect from time to time quoted
by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the
applicable Prime Rate shall be the anounced prime rate or reference rate for commercial loans
in effect from time to time quoted by a ban with $10 bilion or more in assets in New York
City, N.Y., selected by the Par to whom interest based on the prime rate is being paid.
1.53 "Production Tax Credits" means producton ta credits under Section 45 of the
Internal Revenue Code as in effect from tie to time during the term hereof or any successor or
other provision providing for a federal tax credit determined by reference to renewable electrc
energy produced from wid resources and any correlative state ta credit determined by
reference to renewable electrc energy produced from wid resources for which the Facilty is
eligible. Production Tax Credits do not include any ta credit determed by reference to
investment.
1.54 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a signficant portion of the electrical utility industr or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the facts
known at the time a decision is made, could have been expected to accomplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent Electrical
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Cedar Creek Wind, LLC-Coyote Hil Project
Practices is not intended to be limited to the optimum practice, method or act to the exclusion of
all others, but rather to be a spectr of possible practices, methods or acts.
1.55 "QF" means "Qualifying Facilty", as that term is defined in the version of
FERC Reguations (codifed at 18 CFR Par 292) in effect on the date of this Agreement.
1.56 "Required Facilty Documents" means all deeds, titles, leases (including Wind
Leases), licenses, permits, authorizations, and agreements demonstrating that seller controls the
necessar propert rights and government authorizations to constrct, operate, and matain the
Facility, including without limitation those set fort in Exhibit C.
1.57 "Requirements of Law" means any applicable and mandatory (but not merely
advisory) federal, state and lopal law, statute, regulation, rue, code or ordiance enacted,
adopted, issued or promulgated 'by any federal, state, local or other Governental Authority or
regulatory body (including those pertaining to electrical, building, zoning, environmental and
occupational safety and health requiements).
1.58 "Scheduled Commercial Operation Date" meas the date by which Seller
promises to achieve Commercial Operation, as specifed in Section 2.2.7.
1.59 "Scheduled Monthly Energy Delivery" mean the Net Energy scheduled to be
delivered during a given calenda month, as specified by Seller in the Energy Delivery Schedule.
1.60 "Shared Interconnection Facilties" means that portion of the Interconnection
Facilties used by the Facilty and one or more other Qualifying Facilties.
1.61 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost Share"
shall have the meangs set fort in Sections 8.2 and 8.3 respectively.
1.62 "Subsequent Energy Delivery Schedule" shall have the meaning set fort in
Section 4.3.3.
1.63 "System" means the electric. trsmission substation and transmission or
distibution facilties owned, operated or mataned by Transmission Provider, which shal
include, afer constrction and installation of the Facilty, the circuit reinforcements, extensions,
and associated terminal facilty reinforcements or additions requied to interconnect the Facilty,
all as set fort in the Generation Interconnection Agreement.
1.64 "Tariff' means the PacifiCorp Transmission FERC Electric Tariff Seventh
Revised Volume No.1 1 Pro Forma Open Access Transmission Tariff or the Transmission
Provider's correspondig FERC tariff or both, as revised from time to time.
1.65 "Transmission Provider" means PacifiCorp Transmission or a successor,
including any regional transmission organation ("RTO").
1.66 "Wind Leases" means the memoranda of wid lease and redacted wind leases
recorded in the county in which the Facilty is located in connection with the development of the
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Cedar Creek Wind LLC-Coyote Hil Project
Facility, as the same may be supplemented, amended, extended, restated, or replaced from time
to time.
1.67 "Wind Turbine" means a type SWT-2.3-101 Siemens 2,300 kilowatt wind
turbine. At its full Facilty Capacity Ratig, the Facilty will consist of 12 Wind Turbines.
SECTION 2: TERM. COMMRCIAL OPERATION DATE
2.1 This Agreement shall become effective afr execution by both Paries and afer
approval by the Commssion ("Effectie Date"); provided, however, ths Agreement shall not
become effective until the Commssion has determed, pursuat to a fial and non-appealable
order, that the prices to be paid for energy and capacity are just and reasonable, in the public
interest, and that the costs incured by PacifCorp 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 termiated as provided herein, the Agreement shall remai in effect until
24:00 PPT September 30, 2032 ("Expiration Date").
2.2 Time is of the essence of ths Agreement, and Seller's abilty to meet certin
requirements prior to the Commercial Operation Date and to achieve Commercial Qperation by
the Scheduled Commercial Operation Date is criticaly importt. Therefore,
2.2.1 By September 30, 2011, Seller shal obtain and provide to PacifiCorp
copies of all governenta permits and authoriztions listed in Exhibit c.
2.2.2 By the date 30 calendar days afer the Effective Date, Seller shall provide
Delay Security required under Section 11.1.1, as applicable.
2.2.3 By June 30, 2011, Seller: (i) has provided all informtion and paid all fees
the Transmission Provider requires to designate the Facility as a Network Resource in
accordance with the Tarf (OATI; and (ii) has provided all inormtion reasonably
required by PacifiCorp to submit a transmission servce request for the Facilty to the
Transmission Provider pursuant to the Tar.
2.2.4 At least ten business days prior to delivery of any energy from the Facilty
to PacifiCorp, Seller shall provide PacifiCorp with an executed Generation
Interconnection Agreement.
2.2.5 Prior to Commercial Operation Date, Seller shal provide Default Security
required under Section 11.2, as applicable.
2.2.6 Prior to Commercial Operation Date, Seller shall provide PacifiCorp with
an As-built Supplement reasonably acceptable to PacifiCorp.
2.2.7 By 00:00 PPT October 1, 2012, Seller shall achieve Commercial
Operation ("Scheduled Commercial Operation Date").
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Cedar Creek Wind, LLC-Coyote Hil Project
2.3 Begining October 1, 2011, Seller shall provide PacifCorp a one-page monthly
update bye-mail on the progress of the milestones in Section 2.2.
2.4 Establishing Commercial Operation. Seller shall provide written notice to
PacifiCorp stating when Seller believes that the Facilty has achieved Commercial Operation.
PacifiCorp shall have ten (10) business days afr receipt either to confrm to Seller that all of the
conditions to Commercial Operation have been satisfied or have occured, or to state with
specificity what PacifiCorp reasonably believes has not been satisfied. If, within such ten (10)
business day period, PacifiCorp either does not respond or else confrms that the Facility has
achieved Commercial Operation, the original date of receipt of Seller's notice shall be the
Commercial Operation Date. If PacifiCorp notifies Seller within such ten (10) business day
period that PacifiCorp reasonably believes the Facilty has not achieved Commercial Operation,
Seller may, if it has a good faith belief that Commercial Operation has been achieved, submit a
Techncal Dispute Notice, or else Seller shall address the concerns stated in PacifiCorp's notice
to the mutual satisfaction of both Paries. If Seller submits a Technical Dispute Notice and the
Techncal Expert determnes that Commercial Operation has been achieved, then the
Commercial Operation Date shall be the date, as determined by the Techncal Expert that the
Facilty fist met all the requiements of Commercial Operation; otherwse the date upon which
Seller has addressed the concern stated inPacifiCorp's notice to PacifiCorp's reasonable
satisfaction, as specified in a notice from PacifCorp to Seller, shall be the Commercial
Operation Date. If Commercial Operation is achieved at less than one hundred percent (100%)
of the expected Facilty Capacity Rating and Seller inform PacifiCorp that Seller intends to
bring the Facilty to one hundred percent (100%) of the expected Facilty Capacity Rating, Seller
shall provide PacifiCorp with a list of all items to be completed in order to achieve the expected
Facilty Capacity Rating.
2.4.1 J Technical Expert. If, and only if, a dispute regards (i) whether or not
Commercial Operation has been achieved, and/or (ii) the date when Commercial
Operation was achieved, the Pares may have such dispute, and only such dispute,
resolved pursuant to ths Section 2.4.1. Any such dispute wil be determined by an
independent techncal expert, who shall be a mutually acceptable thd pary with traig
and experience in the disciplines relevant to the mattrs with respect to which such
person is called upon to provide a certfication, evaluation or opinion (the "Technical
Expert"), which determination shall be (X) made (subject to the terms in ths Section
2.4) in accordance with the Constrction Industr Arbitration Rules and Mediation
Procedures (Including Procedures for Large, Complex Constrction Disputes) of the
AA, as amended and effective on October 1, 2009 (the "Technical Dispute
Procedures"), notwthstading any dollar amounts or dollar limitations contaied
therein and (Y) binding upon the Paries.
( a) Either Par may commence the dispute process as to the matters
set fort in paragraph 2.4.1, above, with the American Arbitration Association
("AAA") by notifying AA and the other Par in writing ("Technical DisputeNotice") of such Par's desire that the dispute be resolved though a
determination by a Technical Exper.
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Cedar Creek Wind, LLC-Coyote Hil Project
(b) The determination shall be conducted by a sole Technical Expert.
The Paries may select any mutually acceptable Techncal Expert. If the Paries
canot agree on a Technical Expert within five (5) days afer the date of the
Techncal Dispute Notice, then the AAA's Arbitration Administrator shall send a
list and resumes of thee (3) available techncal expert meeting the qualifications
set fort in Section 2.4.1 to the Pares, each of whom shall strike one name, and
the remaig person shal be appointed as the Techncal Expert. If more than
one name remains, either because one or both Pares have failed to respond to the
AA's Arbitration Admistrator with five (5) days afer receiving the list or
because one or both Pares have failed to strike a name from the list or because
both Pares strike the same name, the AA's Arbitration Administrator will
choose the Technical Expert from the remaing names. If the designated
Technical Expert shall die, become incapable or, unwilling to, or unable to serve
or proceed with the determnation, a substitute Technical Expert shall be
appointed in accordance with the selection procedure described above, and such
substitute Technical Expert shall have all such powers as if he or she has been
originally appointed herein.
(c) With th (30) days of the appointment of the Technical Expert
pursuant to the foregoing sub-section, each Par shall submit to the Technical
Expert (and copy the other Par) a wrtten report contag its position with
respect to the dispute, and arguents therefor together with supporting
documentation and calculations. Discovery shall be limited to Facilty documen-
tation relating to the disputed matter. Withn sixty (60) days from receipt of such
submissions, the Techncal Expert shall select one or the other Par's position
with respect to the disputed, arbitrate-able issues set fort in paragraph 2.4.1
above, whereupon such selection shal be a binding determation upon the
Paries for all puroses hereof. The costs of the Techncal Expert including his or
her fees and expenses, shal be borne by the Par whose position was not selected
by the Technical Expert; each Par sha otherwse bear its own expenses. If the
Technical Expert fails to render a decision withn niety (90) days from receipt of
each Par's submissions, either Par may, prior to the Techncal Expert's final
decision, initiate litigation, in which case the Technical Expert's fial decision
shall not be binding on the Paries uness otherwse agreed.
2.4.2 All verbal and written communcations between the Paries and issued or
prepared in connection with this Section 2.4.1 shall be deemed prepared and
communicated in fuerance, and in the context, of dispute settement, and shall be
exempt from discovery.and production, and shall not be admssible in evidence (whether
as admission or otherwse) in any litigation or other proceedings for the resolution of the
dispute.
2.4.3 All deadlines specified in this Section 2.4 may be extended by mutu
agreement of the Paries.
2.5 Delay Damges. Seller shall cause the Facilty to achieve Commercial Operation
on or before the Scheduled Commercial Operation Date. If Commercial Operation occurs afer
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Cedar Creek Wind, LLe-Coyote Hil Project
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 afer
the Scheduled Commercial Operation Date, until the earlier of occurence of the Commercial
Operation Date or the termnation of this Agreement ("Delay Liquidated Damages"), provided
that Seller shall not accrue any Delay Liquidated Damges after: (i) Seller has timely achieved
the milestone in Section 2.2.3; and (ii) Seller has satisfied all requirements of Commercial
Operation except for one or more requirements in Section 1.4.6. Bilings and payments for
Delay Liquidated Damages shall be made in accordace with Section 11.1.
2.5.1 Delay Liquidated Damages. Delay Liquidated Damages equals the sum
of: for each day in the Delay Period, the greater of (1) the Delay Daily Miimum or (2)
the Delay Price times the Delay Volume
Where:
"Delay Daily Minimum" equals (a) for the first fort-five (45) calendar days
following the Scheduled Commercial Operation Date: one-ninetieth (l/9Ot) of
fort-five dollars ($45) multiplied by the Maximum Facilty Delivery Rate with
the Maximum Facilty Delivery Rate being measured in kW; (b) after the fort-
fift (45th) calendar day following the Scheduled Commercial Operation date: the
Delay Price times the Delay Volume.
"Delay Price" equals the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and Off-Peak monthy Conformng Energy
Purchase Prices; and
"Delay Volume" equas the applicable Scheduled Monthy Energy Delivery
divided by the number of days in that month.
2.5.2 Appropriateness. of Damages. The Pares agree that the damages
PacifiCorp would incur due to delay in the Facilty achieving Commercial Operation on
or before the Scheduled Commercial Operation Date would be difficult or impossible to
predict with certaity, and that the Delay Liquidated Damges are an appropriate
approximation of such damages.
SECTION 3: REPRESENTATIONS AND WARRTIES
3.1 PacifiCorp represents, covenants, and warants to Seller that:
3.1.1 PacifiCorp is duly organed and validly existig 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 ths Agreement. .
3.1.3 PacifiCorp has taen all corporate actions required to be taen by it to
authorize the execution, delivery and performance of ths Agreement and the
consumation of the transactions contemplated hereby.
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Cedar Creek Wind, LLC-Coyote Hil Project
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contravene any provision of, or constitute a default under, any
indentue, mortgage, or other material agreement bindig on PacifCorp or any valid
order of any cour, or any regulatory agency or other body havig authority to which
PacifiCorp is subject
3.1.5 Subject to Commssion approval, this Agreement is a valid and legally
binding obligation of PacifCorp, enforceable agait PacifiCorp in accordance with its
terms (except as the enforceabilty of this Agreement may be limited by banptcy,
insolvency, ban moratorium or similar laws afectig creditors' rights generally and
laws restrcting the availabilty of equitable remedies and except as the enforceabilty of
this Agreement may be subject to general principles of equity, whether or not such
enforceabilty is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warants to PacifiCorp that:
3.2.1 Seller is a limited liabilty company duly organzed and validly existing
under the laws of Delaware.
3.2.2 Seller has the requisite power and authority to enter into ths Agreement
and has, or will have at the date of Commercial Operation of the Facilty, all requisite
power and authority to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facilty.
. 3.2.3 Seller's shareholders, directors, and officers have taen all actions required
to authorize the execution, deliver and performce of ths Agreement and the
consummation of the transactions contemplated hereby.
3.2.4 The execution and delivery of ths Agreement does not contravene any
provision of, or constitute a default under, any indentue, mortgage, or other material
agreement binding on Seller or any valid order of any cour, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable agait Seller in accordace with its term (except as the enforceabilty of
this Agreement may be limited by banptcy, insolvency, ban moratorium or similar
laws affecting creditors' rights generally and laws restrcting the availabilty of equitable
remedies and except as the enforceabilty of ths Agreement may be subject to general
principles of equity, whether or not such enforceabilty is considered in a proceeding at
equity or in law).
3.2.6 The Facilty is and shall for the term of this Agreement contiue to be a
QF. Seller has provided the appropriate QF certifcation, which may include a Federal
Energy Regulatory Commission self-certifcation to PacifiCorp prior to PacifiCorp's
execution of ths Agreement. At any time PacifiCorp ha 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 wrtten legal opinion from an attorney in good
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Cedar Creek Wind, LLC-Coyote Hil Project
stading in the state of Idaho and who has no economic relationship, association or nexus
with the Seller or the Facilty, stating that the Facilty is a QF and providing sufficient
proof (including copies of all documents and data as PacifiCorp may request)
demonstrating that Seller has maitaned and will continue to maintain the Facilty as a
QF.
3.2.7 Neither the Seller nor any of its pricipal equity owners is or has within
the past two (2) years been the debtor in any banptcy proceeding, is unable to pay its
bils in the ordinar course of its business, or is the subject of any legal or regulatory
action, the result of which could reasonably be expected to impai Seller's abilty to own
and operate the Facilty 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 material agreements that
would result in Seller's failure to perform its material obligations hereunder.
3.2.10 Seller owns all right, title and interest in and to the Facilty, free and clea
of all liens and encumbrances other than liens and encumbrances related to third-par
financing of the Facilty, and Seller (or its successor in interest) will continue to own for
the term of ths Agreement, all right, title and interest in and to the Facilty, free and clear
of al liens and encumbrances other than liens and encumbrances related to third-par
financing of the Facilty.
3.2.11 In entering into ths Agreement and the underting by Seller of the
obligations set fort herein, Seller has investigated and determed tlat it is capable of
performing hereunder and has not relied upon the advice, experience or expertse of
PacifiCorp in connection with the transactions contemplated by this Agreement.
3.2.12 All professionals or expert including, but not limited to, engieers,
attorneys or accountats, that Seller may have consulted or relied on in undertg the
transactions contemplated by ths Agreement have been solely those of Seller.
3.2.13 All leases of real property required for the operation of the Facilty or the
performce of any obligations of Seller hereunder are set fort and accurately described
in Exhibit C. Upon request by PacifiCorp, Seller shall provide copies of the Wind
Leases to PacifiCorp.
3.2.14 All inormation about the Facilty set fort in Exhibit A, Exhibit B, and
Exhibit C has been verifed by Seller and is accurate to the best of its knowledge.
3.3 Notice. If at any time durg this Agreement, any Pary obta actu knowledge
of any event or information which would have caused any of the representations and waanties
in ths Section 3 to have been materially untre or misleading when made, such Par shall
provide the other Par with written notice of the event or information, the representations and
waranties affected, and the action, if any, which such Par intends to tae to mae the
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Cedar Creek Wind, LLC-Coyote Hil Project
representations and waranties tre and correct. The notice required pursuant to this Section
shall be given as soon as practicable afer the occurence of each such event.
SECTION 4: DELIVRY OF POWER; AVAIABILITY GUARANTY
4.1 Delivery and Acceptace of Net Output. Except for any curailment specified in
Section 6.3, unless otherwse provided herein, PacifiCorp will purchase and Seller will sell all
Net Output from the Facilty.
4.2 No Sales to Third Pares. During the term of this Agreement, Seller shall not sell
any Net Output from the Facilty to any entity other than PacifCorp.
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 Facilty
("Energy Delivery Schedule"), in accordace with the followig:
4.3.1 During the first twelve ful calenda month followig the Commercial
Operation Date, Seller predicts that the Facilty will produce and deliver the following
monthly amounts ("Initial Year Energ Delivery Schedule"):
Month Energy Delierv (kWh)Avg.kW
Janua 6,252,446 8,404
Febru 5,681,567 8,455
March 6,262,600 8,417
April 5,716,663 7,940
May 5,589,274 7,512
June 5,828,303 8,095
July 5,729,063 7,700
August 6,349,034 8,534
September 6,124,122 8,506
October 6,188,127 8,317
November 6,750,722 9,376
December 6,790,313 9,127
TOTAL:73,262,234 8,363
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 ful calendar month of operation, and at
the end of ever third month thereafer, Seller shall supplement the Energy Delivery
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Cedar Creek Wind, LLC-Coyote Hil Project
Schedule with thee additional months of forward estimates (which shall be appended to
this Agreement using the format specified in 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 PPT of the 5th day afer the due date. If Seller does not
provide a Subsequent Energy Delivery Schedule by the above deadline, scheduled energy
for the omitted period shall equa the amounts scheduled by Seller for the same thee-
month period durng the previous year.
4.3.4 Upon and after the Commercial Operation Date, Seller may no longer
revise the Energy Delivery Schedule for the first six ful calendar months of Commercial
Operation. After 5 :00 p.m. PPT of the fift business day following the end of the third
full calendar month of Commercial Operation and the end of each thd calendar month
thereafter, Seller may no longer revise the Energy Delivery Schedule for the six calendar
months immediately followig such third month. Subject to the foregoing restrctions in
ths Section 4.3.4, Seller may revise the Energy Delivery Schedule for any unestricted
month by providing written notice to PacifiCorp. Failure to provide timely written notice
of changed amounts will be deemed to be an election of no change.
4.4 Minimum Availabilty Obligation. Seller shall cause the Facility to achieve an
Availabilty of at least 85% during each month ("Guaranteed Availabilty").
4.5 Liquidated Damages for Output Shortfall. If the Availabilty in any given month
falls below the Guaranteed Availabilty, the resulting shortall shall be expressed in kWh as the
"Output Shortfall." The Output Shortall shal be calculated in accordance with the followig
formula:
Output Shortfall = (Guaranteed Availabilty - Availabilty) *
Scheduled Monthy Energy Delivery
Seller shall pay PacifiCorp for any Output Shortall at the lower of (1) the positive difference, if
any, of the Index Price minus the weighted average of the On-Peak and Off-Peak monthly
Conformig Energy Purchase Prices; or (2) the weighted average of the On-Peak and Off-Peak
monthly Conformng Energy Purchase Prices ("Output Shortfall Damages").
Output Shortall Damages = Output Shortall * Output Shortall Price
Where:
Output Shortall Price =(Index Price - Weighted Average CEPP), except
tht if Output Shortfall Price -( 0, then Output
Shortall Price = 0, and except that if Output
Shortall Price :; Weighted Average CEPP, then
Output Shortfall Price = Weighted Average CEPP
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Cedar Creek Wind, LLC-Coyote Hil Project
Weighted Average CEPP = the weighted average On-Peak and Off-Peak
Conformg Energy Purchase Prices for the month
of Output Shortall
If an Output Shortfall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Par agrees and acknowledges that (a) the damages that PacifiCorp would incur
due to the Facilty's failure to achieve the Guaanteed Availability would be difficult or
impossible to predict with certinty, and (b) the liquidated damges contemplated in this Section
4.5 are a fair and reasonable calculation of such dages.
4.6 Audit Rights. In addition to data provided under Sections 9.3 and 9.4, PacifiCorp
shal have the right, but not the obligation, to audit the Facilty's compliance with its Guaanteed
Availabilty using any reasonable methods. Seller agrees to reta all performace related data
for the Facilty for a minimum of thee years, and to cooperate with PacifiCorp in the event
PacifiCorp decides to audit such data.
SECTION 5: PURCHASE PRICES
5.1 Energy Puchase Price. Except as provided in Section 5.3, PacifCorp will pay
Seller Conformng Energy or Non-Conformg Energy Puchase Prices for Net Output adjusted
for the month and On-Peak Hours or Off-Peak Hours and the wid integration cost using the
followig formulae, in accordance with Commssion Order Nos. 30423, 31025, and 31021:
Conforming Energ Purchase Price = (ARce * MPM) - WIC
Non-Conforming Energ Purchase Price = (ARce * MPM). WIC
Where:
AR
ARnce =
Conforming Energy anua rate from Table 1, below, for the year
of the Net Output.
the lower of
85% of the Conformng Energy anual rate from Table 1
below, for the year of Net Output
or
WIC
85% of average of the daly Index Price for each day of the
month, or porton of month of Net Output.
monthy On-Peak or Off-Peak multiplier from Table 2, below, that
corresponds to the month of the Net Output and whether the Net
Output occured durg On-Peak Hours or Off-Peak Hours.
$6.50/MWh, the wid integration cost prescribed in Commssion
Order No. 31021.
MPM
=
Example calculations are provided in Exhibit G.
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Cedar Creek Wind, LLC-Coyote Hil Project
Table 1: Conforming Energy Annual Rates (from Commssion Order No. 31025)
Conforming Energy
Annual Rate (ARe)
Year $/Mh
2012 63.97
2013 67.51
2014 71.32
2015 75.40
2016 77.76
2017 80.07
2018 82.58
2019 85.05
2020 87.61
2021 90.63
2022 93.78
2023 97.05
2024 100.44
2025 103.98
2026 106.98
2027 110.07
2028 113.26
2029 116.56
2030 119.95
2031 124.51
2032 128.50
Table 2: Monthly On-PeaklOff-Peak Multipliers
Month On-Peak Of-Peak
Hours Hours
Januar 103%94%
Februai 105%97%
March 95%80%
April 95%76%
May 92%63%
June 94%65%
July 121%92%
AU11st 121%106%
September 109%99%
October 115%105%
November 110%96%
December 129%120%
5.2 Payment.
For each Biling Period in each Contract Year, PacifiCorp shall pay Seller as follows:
For delivery of Conformg Energy:
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Payment
Cedar Creek Wind, LLC-Coyote Hil Project
(CEnergYon-Peak * CEPPriceon-Peak / 1000) +
(CEnergYoff.Pea * CEPPriceoff.Peak / 1000)
For delivery of Non-Conformg Energy:
Payment = (NCEnergYon-Peak * NCEPPriceon_Pea / 1000) +
(NCEnergyoff-Peak * NCEPPriceoff.Peak / 1000)
Where:
CEnergy =
CEPPrice =
NCEnergy =
NCEPPrice =
On-Peak =
Off-Peak ::
=
Conformg Energy in kWh
Conformg Energy Purchase Price in $/MWh
Non-Conformng Energy in kWh
Non-Conformng Energy Purchase Price in $/MWh
the correspondig value for On-Peak Hours
the corresponding value for Off-Peak Hours
5.3 Inadvertent Energy. So long as acceptace of Inadvertent Energy does not cause
PacifiCorp to violate the term of its Network Tranmission Service and is consistent with
Prudent Electrical Practices, PacifiCorp wil accept Inadvernt Energy, but will not purchase or
pay for Inadvertent Energy.
SECTION 6: OPERATION AN CONTROL
6.1 As-Built Supplement. Upon completion of any constrction affectig the Facilty,
Seller shall provide PacifiCorp an As-built Supplement bearing the stap of a Licensed
Professional Engieer that accurately depicts the Facility as built. The As-built Supplement must
be reviewed and approved by PacifiCorp, which approval shall not uneasonably be witheld,
conditioned or delayed.
6.2 Operation. Seller shall operate and mainta the Facilty in a safe maner 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 Facilty to the extent the interconnection
between the Facility and PacifiCorp's electric system is disconnected, suspended or interrpted,
in whole or in par, pursuat to the Generation Interconnection Agreement, or to the extent
generation curilment is required as a result of Seller's non-compliance with the Generation
Interconnection Agreement. PacifiCorp shal have the right to inspect the Facilty to confin
that Seller is operating the Facilty in accordace with the provisions of this Section 6 upon
reasonable notice to Seller. Seller is solely responsible for the operation and maintenance of the
Facilty. PacifiCorp shall not, by reason of its decision to inspect or not to inspect the Facilty, or
by any action or inaction taen with respect to any such inspection, assume or be held
responsible for any liabilty or occurence arising from the operation and maintenance by Seller
of the Facilty.
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Cedar Creek Wind, LLC-Coyote Hil Project
6.3 Curlment. PacifiCorp shall not be obligated to purchase, receive, pay for, or
pay any damages associated with, Net Output (or associated Production Tax Credits or
Environmenta Attibutes) if such Net Output (or associated Production Tax Credits or
Environmenta Attibutes) is not delivered to the System or Point of Delivery due to any of the
following: (a) the interconnection between the Facility and the System is disconnected,
suspended or interrpted, in whole or in par, consistent with the terms of the Generation
Interconnection Agreement, (b) the Transmission Provider or Network Service Provider directs a
general curlment, reduction, or redispatch of generation in the area, (which would include the
Net Output) for any reason, even if such curailment or redispatch directive is caried out by
PacifCorp, which may fulfill such directive by acting in its sole discretion; or if PacifiCorp
curails or otherwise reduces the Net Output in order to meet its obligations to the Transmission
Provider or Network Service Provider to operate with system limtations, (c) the Facilty's
Output is not received because the Facilty is not fuly integrated or synchronized with the
System, or (d) an event of Force Majeure prevents either Par from delivering or receiving Net
Output. Seller shall reasonably determine the MWh amount of Net Output curled pursuant to
this Section 6.3 after the fact based on the amount of energy tht could have been generated at
the Facilty and delivered to PacifiCorp as Net Output but that was not generated and delivered
because of the curailment. Seller shall determie the quantity of such curailed energy based on
(x) the time and duration of the curlment period and (y) wid conditions recorded at the
Facilty during the period of curlment and the power cure specified for the for the Wind
Turbines as shown in Exhibit A. Seller shall promptly provide PacifiCorp with access to such
information and data as PacifiCorp may reasonably require to confrm to its reasonable
satisfaction the amount of energy that was not generated or delivered because of a curtilment
described in this Section 6.3.
6.4 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp, acting in its
merchant capacity function as purhaser under this Agreement, has no responsibilty for or
control over PacifiCorp Transmission or any successor Transmission Provider.
6.5 Outages.
6.5.1 Planed Outages. Except as otherwse provided herein, Seller shal not
schedule Planed Outage durng any porton of the months of November, December,
Januar, Febru, June, July, and August, except to the extent a Planed Outage is
reasonably required to enable a vendor to satisfy a guarantee requirement in a situation in
which the vendor is not otherwse able to pedorm the guantee work at a time other than
during one of the months specified above. Seller shall, in Exhibit D, provide PacifiCorp
with an anua forecast of Planed Outages for each Contract Year at least one (1) month,
but no more that thee (3) month, before the first day of that Contract Year, and shall
promptly update such schedule, or otherwse change it only, to the extent that Seller is
reasonably requied to change it in order to comply with Prudent Electrcal Practices.
Seller shall not schedule more than one hundred fift (150) hours of Planed Outages for
each calendar year. Seller shall notify PacifiCorp of any deviation to the anual Planed
Outage schedule, above, on the Monday preceding the scheduling week in which the
sooner of the following will occur: (a) the outage as predicted in the Planed Outage
schedule; or (b) the outage per Seller's revised plan. Such notice shall consist of a
Monday-Sunday, hourly spreadsheet showig the revised total Facilty curlment (MW)
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Cedar Creek Wind, LLC-Coyote Hil Project
for that scheduling week. Seller shall not schedule any maintenance of Shared
Interconnection Facilties durng November, December, Janua, Februar, June, July, or
August, without the prior written approval of PacifiCorp, which approval may be
reasonably witheld by PacifiCorp.
6.5.2 Maintenance Outages. If Seller reasonably determines that it is necessar
to schedule a Maitenance Outage, Seller shall notif PacifiCorp of the proposed
Maitenance Outage assoon as practicable but in any event at least five (5) days before
the outage begins (or such shortr period to which PacifCorp may reasonably consent in
light of then existing wind conditions). Upon such notice, the Pares shall plan the
Maitenance Outage to mutually accommodate the reasonable requirements of Seller and
the service obligations of PacifiCorp. Seller sha tae all reasonable measures and use
commercially reasonable efforts consistent with Prudent Electrical Practices to not
schedule any Maintenance Outage durg the followig periods: June 15 though June 30,
July, August, and September 1 though September 15. Seller shall include in such notice
of a proposed Maintenance Outage the expected sta date and tie of the outage, the
amount of generation capacity of the Facilty tht wi not be available, and the expected
completion date and time of the outage. Seller may provide notices under this Section
6.5.2 orally. Seller shal conf 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 Maitenance
Outage if such modification has no substatial impact on Seller. Seller shall notify
PacifCorp of any subsequent chages in generation capacity of the Facility during such
Maintenance Outage and any chages in the Maitenance Outage completion date and
time. Seller shall take all reasonable measures and exercise its best efforts consistent with
Prudent Electrcal Practices to minimze the frequency and duration of Maitenance
Outages.
6.5.3 Forced Outages. Seller sha promptly provide to PacifCorp an oral
report, via telephone to a number specified by PacifiCorp, of any Forced Outage of the
Facilty. Such report shall include the amount of generation capacity of the Facilty that
will not be available because of the Forced Outage and the expected retu date and time
of such generation capacity. Seller shall promptly update the report as necessar to
advise PacifiCorp of changed circumstances. If the Forced Outage resulted in more than
15% of the Facility Capacity Rating of the Facilty being unavailable, Seller shall confirm
the oral report in writig as soon as practicable. Seller shall take all reasonable measures
and exercise its best efforts consistent with Prudent Electrcal Practices to avoid Forced
Outages and to minimize their duration.
6.5.4 Notice of Deratings and Outages. Without limiting other notice
requirements, Seller shall noti PacifiCorp, via telephone or via electronic mail, to a
number or email address specified by PacifiCorp, of any limitation, restrction, derating
or outage known to Seller that affects the generation capacity of the Facilty in an amount
greater than five percent (5%) of the Facilty Capacity Rating for the following day.
Seller shall promptly update such notice to reflect any material changes to the
information in such notice.
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Cedar Creek Wind, LLC-Coyote Hill Project
6.5.5 Effect of Outages on Estimated Output. Seller shall factor Planed
Outages and Maintenance Outages that Seller reasonably expects to encounter in the
ordiar course of operating the Facilty into the Scheduled Monthly Energy Delivery
amounts in the Energy Delivery Schedule set forth in Exhibit D.
6.6 Scheduling.
6.6.1 Cooperation and Stadards. 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 Par shall designte authorized representatives to
communcate with regard to scheduling and related matters arising hereunder.
6.6.2 Schedule Coordination. If, as a result of this Agreement, PacifiCorp is
deemed by an R TO to be financially responsible for Seller's performance under the
Generation Interconnection Agreement due to Seller's lack of stading as a "scheduling
coordinator" or other RTO recognized designation, qualification or otherwse, then (a)
Seller shall acquire such RTO recognized standing (or shall contract with a third par
who has such RTO recognized stading) 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 haress against any liabilty arising due to
Seller's performance or failure to perform under the Generation Interconnection
Agreement or RTO requirement.
6.7 Delivery Exceeding the Maximum GIA Delivery Rate. Seller shall not deliver
energy from the Facilty to the Point of Delivery at a rate that exceeds the Maximum GIA
Delivery Rate. Seller's failure to limit such deliveries to the Maximum GlA Delivery Rate shal
be a breach of a material obligation subject to Section 12.1.8.
6.8 Access Rights. Upon reasonable prior notice and subject to the prudent safety
requirements of Seller, and Requiements of Law relatig to workplace health and safety, Seller
shall provide PacifiCorp and its authorized agents, employees and inspectors ("PacifCorp
Representatives") with reasonable access to the Facility: (a) for the purose of readig or testig
metering equipment, (b) as necessar to witness any acceptace test, (c) for puroses of
implementig Section 4.6, and (d) for other reasonable puroses at the reasonable request of
PacifiCorp. PacifiCorp shall release Seller against and from any and all any and all loss, fines,
penalties, claims, actions or suits, including costs and attorney's fees, both at trial and on appeal
resultig from actions or omissions by any of the PacifiCorp Representatives in connection with
their access to the Facilty, except to the extent that such damages are caused or by the
intentional or grossly negligent act or omission of Seller.
SECTION 7: MOTIV FORCE
Prior to the execution of ths Agreement, Seller provided to PacifiCorp Wind Leases and
a motive force plan including an hourly wind profie acceptable to PacifiCorp in its reasonable
discretion and attched hereto as Exhibit F-l, together with a certifcation 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
22
Cedar Creek Wind, LLC-Coyote Hil Project
motive force to the Facility for the duration of ths Agreement adequate to generate power and
energy in quantities necessar to deliver the Average Anua Net Output.
SECTION 8: GENERATION FORECASTING COSTS
8.1 Forecast Service Election. PacifCorp may, in its discretion, add forecasting
servces for Seller's Facilty to PacifCorp's existig contract with a quaified wind-energy-
production forecasting vendor, which contrct and vendor may change durng the term of this
Agreement.
8.2 Seller's Forecast-Cost Shae. Pursuat to Commssion Order No. 30497, Seller
shall be responsible for 50% of PacifiCorp's cost of addig such forecasting servces ("Seller's
Forecast-Cost Share") up to Seller's Capped Forecast-Cost Shae.
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 tota payments made by PacifCorp 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 calenda yea, the cap wil be prorated for
that shortned year. For the year(s) prior to the second Contract Year of ths agreement that
equals a ful calendar year, Seller's Forecast-Cost Share is capped at 0.1 % of estimated payments
for NetOutput based on the Energy Delivery Schedule.
8.4 Payment. Seller shall pay to PacifCorp Seller's Forecast-Cost Share uncapped by
Section 8.3 for each Contrct Year in equa payments for each month of such year except the last
month of such year. (For example, in a Contract Year equang a full calendar year, Seller would
pay 1/11th of Seller's Forecast-Cost Share durg each of the first 11 months.) In the last month
of each Contract Year, PacifCorp shall refud to Seller the amount paid by Seller under ths
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
refud to Seller shall be calculated and paid simultaeously. To the extent practicable, payments
and refunds under this Section shal be included in monthy payments and invoices under Section
10.
SECTION9: METERING; REPORTS AN RECORDS
9.1 Metering Adjustment. Metering will be performed at the location specified in
Exhibit B and in the maer specifed in the Generator Interconnection Agreement. All
quantities of energy purchased hereunder shal be adjusted in accordace with Addendum L, so
that the purchased amount reflects the net amount of power flowing into the System at the Point
of Delivery.
1
9.2 Metering Errors. If any inspections or tests made pursuant to the Generator
Interconnection Agreement discloses an error exceeding two percent (2%), either fast or slow,
1 If station service is supplied via separate facilties, PacifiCorp wil deduct station service from the metered facilty
output to calculate Net Output.
23
Cedar Creek Wind, LLC-Coyote Hil Project
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 ascertined. If the actual period cannot be ascertained, the proper correction shall
be mae to the measurements taen during the time the metering equipment was in servce since
last tested, but not exceeding thee Biling Periods, in the amount the metering equipment shall
have been shown to be in error by such test. Any correction in bilings or payments resulting
from a correction in the meter records shall be made in the next monthly biling or payment
rendered.
9.3 Telemetering. In accordace with the Generation Interconnection Agreement,
Seller shall provide telemetering equipment and facilties capable of transmittng to
Transmission Provider (who will share it with PacifiCorp as authorized by Exhibit H, "Seller
Authorization to Release Generation Data to PacifiCorp") the following information concernig
the Facilty on a real-time basis, and will operate such equipment when requested by PacifCorp
to indicate:
(a) instataeous MW output at the Point of Delivery;
(b) Net Output;
(c) the Facilty's total instataeous generation capacity; and
(d) wid velocity at tubine hub height.
Seller shall also transmit to PacifiCorp any other data from the Facilty that Seller receives on a
real-time basis, including meteorological data wind speed data wid direction data and gross
output data. Seller shall provide such real-time data to PacifiCorp in the same detal that Seller
receives the data (e.g., if Seller receives the data in four second intervals, PacifCorp shall also
receive the data in four second intervals). PacifiCorp shall have the right from time to time to
requie Seller to provide additional telemetering equipment and facilties to the extnt necessar
and reasonable.
9.4 Monthly Report and Logs and Other Informtion.
9.4.1 Reports. With thirt (30) calendar days afer the end of each Billig
Period, Seller shall provide to PacifCorp a report in electronic format, which report shall
include (a) summaries of the Facility's wind and output data for the Biling Period in
intervals not to exceed one hour (or such shorter period as is reasonably possible with
commercially available technology), including information from the Facilty's computer
monitoring system; (b) sumaries of. any other significant events related to the
constrction or operation of the Facilty for the Biling Period; (c) details of Availabilty
of the Facilty for the Biling Period sufcient to calculate Availabilty and including
hourly average wind velocity measured at tubine hub height and ambient air
temperatue; and (d) any supporting information that PacifiCorp may from time to time
reasonably request (including historical wid data for the Facilty).
9.4.2 Electronic Fault Log. Seller shall maintain an electronic fault log of
operations of the Facilty durg each hour of the term of this Agreement commencing on
the Commercial Operation Date. Seller shall provide PacifiCorp with a copy of the
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Cedar Creek Wind, LLC-Coyote Hil Project
electronic fault log within thrt (30) calenda days afer the end of the Biling Period to
which the fault log applies.
9.4.3 Upon the request of PacifiCorp, Seller shall provide PacifiCorp the
manufactuers' guidelines and recommendations for maitenance of the Facility
equipment.
9.4.4 By each Janua 10 followig the Commercial Operation Date, Seller
shall provide to PacifiCorp written certification that Seller has completed all the
manufactuers' guidelines and recommendations for maitenance of the Facilty
equipment applicable to the previous calenda year.
9.4.5 At any time from the Effective Date, one (1) year's advance notice of the
termination or expiration of any agreement, including Wind Leases, pursuat to which
the Facilty or any equipment relatig thereto is upon the Facilty site; provided that the
foregoing does not authorize any early termation of any land lease.
9.4.6 As soon as it is known to Seller, Seller shall disclose to PacifiCorp, the
extent of any material violation of any environmenta laws or reguations arising out of
the constrction or operation of the Facilty, or the presence of Environmental
Contaation at the Facilty or on the Premises, alleged to exist by any Governenta
Authority havig jurdiction over the Premises, or the present existence of, or the
occurence durng Seller's occupancy of the Premises of, any enforcement, legal, or
regulatory action or proceedig relatig to such alleged violation or alleged presence of
Envionmenta Contanation presently occurring or having occured durng the period
of time that Seller has occupied the Premises.
9.5 Maitenance of Meterig Equipment. To the extent not otherwise provided in the
Generator Interconnection Agreement, PacifiCorp shal inspect, test, repair and replace the
metering equipment periodically, or at the request of Seller if Seller has reason to believe
metering may be off and requests an inspection in wrtig. To the extent not otherwse provided
in the Generator Interconnection Agreement, all PacifCorp's costs relatig to designig,
instaling, maitaining, and repaig meterig equipment intaled to acommodate Seller's
Facilty shall be borne by Seller.
. SECTION 10: BILLINGS, COMPUTATIONS AN PAYMENTS
10.1 Payment for Net Output. On or before the theth (30t) day followig the end
of each Biling 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 PacifCorp pursuat to this
Agreement or the Generation Interconnection Agreement. Any such offsets shall be separately
itemized on the statement accompanying each payment to Seller.
10.2 Anual Invoicing for Output ShortalL. Thirt calenda days after the end of each
Contract Year, PacifCorp shall deliver to Seller an invoice showig PacifiCorp's computation of
Output Shortall, if any, for all Biling Periods in the prior Contract Year and Output Shortfall
25
Cedar Creek Wind, LLC-Coyote Hil Project
Damages, if any. In preparg such invoices, PacifiCorp shall utilze 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 Yea. Seller shall pay to PacifiCorp, by wire
transfer of immediately available funds to an account specified in writing by PacifCorp or by
any other means agreed to by the Pares in writing from time to time, the amount set fort as due
in such invoice, and shall within thirt (30) days afer receivig the invoice raise any objections
regarding any disputed portion of the invoice. Objections not made by Seller with the thirt-
day period shall be deemed waived.
10.3 Interest on Overdue Amounts. Any amounts owig afr the due date thereof
shall bear interest at the Prime Rate on the date the amount became due, 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.
lOA Disputed Amounts. If either Par, in good faith, disputes any amount due
pursuant to an invoice rendered hereunder, such Par shall notify the other Par of the specifc
basis for the dispute and, if the invoice shows an amount due, shall pay tht portion of the
statement that is undisputed, on or before the due date. Any such notice shall be provided with
two (2) years of the date of the invoice in which the error first occured. If any amount disputed
by such Par is determined to be due to the other Par, or if the Pares resolve the payment
dispute, the amount due shall be paid within five (5) days afer 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 Securty. By the date provided in Section 2.2.2, Seller shall
post a Lettr of Credit, cash or a parental guaranty, each in a form acceptable to
PacifCorp, in the amount of $1,432,457.00, as calculated pursuat to Section 11.1.2
("Delay Security"). To the extent PacifiCorp receives payment from the Delay Security,
Seller shall, within fifteen (15) calendar days, restore the Delay Security as if no such
deduction had occured.
11.1.2 Calculation of Delay Securty. The dollar value of Delay Securty shall
equal the greater of: (1) fort-five dollars ($45) multiplied by the Maximum Facilty
Delivery Rate with the Maximum Facilty Delivery Rate being measured in kW; or (2)
the sum of the products, for each of the first thee calenda months afer the Scheduled
Commercial Operation Date, of:
the energy in the Initial Yea Energy Delivery Schedule for the month (kWh)
multiplied by the monthly weighted average On-Peak and Off-Peak Conformng
Energy Purchase Price for the months ($/MWh) divided by 1000.
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Cedar Creek Wind, LLC-Coyote Hil Project
Such amount shall be fixed upon execution of ths Agreement.
11.1.3 Right to Draw on Securty. 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 inufcient Delay Security is available, Seller shall
pay PacifiCorp for invoiced Delay Liquidated Damges no later than five business days
after receiving such invoice. The Paries wil make bilings and payments for Delay
Liquidated Damages in accordance with Section 10.
11.1.4 Paral Release of Delay Securty. Provided that Seller has maintained
Delay Security in accordace with Section 11.1.1, PacifCorp shall release one-third of
the original amount of Delay Securty stated in Section 11.1.1 each time Seller
accomplishes a milestone (a) or (b), below:
(a) Seller has (i) executed the Generation Interconnection Agreement
with Transmission Provider; and (ii) paid in ful any interconnection and/or
system upgre costs Seller is obligated to pay in advance of interconnection
constrction.
(b) Seller has poured the concrete foundation at each of its planed
individual Wind Turbine locations.
PacifCorp shall mae the paral refud of Delay Security required above withn ten
business days of the date Seller provides PacifiCorp written notice (along with
satisfactory documentation thereof) that it ha accomplished milestone (a) or (b).
11.1.5 Ful Release of Delay Security. Unless PacifiCorp disputes whether Seller
has paid all Delay Liquidated Damages, PacifiCorp shall release all remaining Delay
Security upon the earlier of the 30t calendar day followig commencement of
Commercial Operation or the 60t calenda day followig PacifCorp's termiation of
this Agreement.'
11.1.6 Default. Seller's failure to post and mainta Delay Securty in
accordance with Section 11.1 will constitute an event of default, uiess cured In
accordace with Section 12.1.1 of ths Agreement.
11.2 Default Security (Levelized Pricing Only).
Reserved.
SECTION 12: DEFAULTS AND REMEDIES
12.1 The followig events shall constitute defaults under ths Agreement:
12.1.1 Non-Payment. Seller's failure to make a payment when due under this
Agreement or post and maita securty in conformace with the requirements of
Section 11 or maintan insurance in conformance with the requirements of Section 14 of
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Cedar Creek Wind, LLC-Coyote Hil Project
this Agreement, if the failure is not cured within ten (10) business days after the non-
defaulting Par gives the defaulting Par a notice of the default.
12.1.2 Breach of Representation. Breach by a Par of a representation or
waranty set fort in this Agreement, if such failure or breach is not cured within thirt
(30) days following written notice.
12.1.3 Default on Other Agreements. Seller's failure to cure any default under
the Generation Interconnection Agreement or any other agreement between the pares
related to this Agreement, the Generation Interconnection Agreement, or the Facilty
within the time allowed for a cure under such agreement or instrent.
12.1.4 Insolvency. A Par (a) makes an assignent for the benefit of its
creditors; (b) fies a petition or otherwise commences, authoris or acquiesces in the
commencement of a proceeding or cause of action under any banptcy or similar law
for the protection of creditors, or has such a petition filed against it and such petition is
not withdrawn or dismissed within sixty (60) days afer 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 performce assurances as are
reasonably requested by PacifiCorp, within thrt (30) days from the date of such request.
12.1.6 Sale to Thd-Par. 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 thee consecutive calendar months.
12.1.8 A Par otherwse fails to perform any material obligation (including but
not limited to failure by Seller to meet any deadline set fort in Section 2.2.1 through
2.2.6) imposed upon that Par by ths Agreement if the failure is not cured within thirt
(30) days afer the non-defaultig Par gives the defaulting Par notice of the default.
12.1.9 Seller fails to achieve the Commercial Online Date by the 91st day
following the Scheduled Commercial Online Date, provided, however, that, upon written
notice from the defaulting Par delivered prior to the 91st day of delay, this ninety (90)
day period shall be extended by an additional one hundred and fift (150) days if (a)
Seller has poured the concrete foundation at each of its planed individual wid tubine
locations; and (b) Seller replenishes Delay Default Security in accordance with Section
11.1.1. Seller shall continue to accrue Delay Liquidated Damges in accordance with
Section 2.5 (Delay Price times the Delay Value) until the Project achieves Commercial
Operation or this Agreement is termiated.
12.2 In the event of any default hereunder, the non-defaultig Par must notify the
defaulting Par in writing of the circumstances indicating the default and outlining the
requirements to cure the default. If the default has not been cured withn the prescribed time,
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Cedar Creek Wind, LLC-Coyote Hil Project
above, the non-defaulting Par may terminate ths Agreement at its sole discretion by deliverig
wrtten notice to the other Par and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in this Section 12 are cumulative such
that the exercise of one or more rights shall not constitute a waiver of any other rights.
12.3 In the event ths Agreement is termated because of Seller's default and Seller
wishes to again sell Net Output from the facilty using the same motive force to PacifiCorp
following such termination, PacifCorp in its sole discretion may require tht Seller do so subject
to the terms of ths Agreement, including but not limted to the purchase prices as set fort in
(Section 5), until the Expiration Date (as set fort in Section 2.1). At such time Seller and
PacifiCorp agree to execute a writtn document ratifyg the terms of this Agreement.
12.4 If this Agreement is termnated as a result of Seller's default, in addition to and
not in limitation of any other right or remedy under this Agreement or applicable law (including
any right to set-off, counterclaim, or otherwse withold payment), Seller shall pay PacifiCorp
Output Shortall Damages for a period of eighteen (18) months from the date oftermination plus
the estimated administrative cost to acquire the replacement power. The Paries agree that the
damges PacifiCorp would incur due to termation resulting from Seller's default would be
difficult or impossible to predict with certty, and tht the dages in ths Section 12.4 are an
appropriate approximation of such damages.
12.5 Recoupment of Damges.
(a) Default Security Available. If Seller has posted Default Securty,
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 exhusted the Default Securty, PacifCorp may collect
any remaning amount owig by parally witholding futue payments to
Seller over a reasonable period of tie. PacifiCorp and Seller shall work
together in good faith to establish the period, and monthly amounts, of
such witholding so as to avoid Seller's default on its commercial or
financing agreements necessar for its contiued operation of the Facilty.
12.6 Upon an event of default or termation event resulting from default under this
Agreement, in addition to and not in limitation of any other right or remedy under ths
Agreement or applicable law (includig any right to set-off, counterclaim, or otherwse withold
payment), the non-defaulting Par may at its option set-off, agaist any amounts owed to the
defaulting Part, any amounts owed by the defaulting Par under any contract(s) or
agreement(s) between the Paries. The obligations of the Pares shall be deemed satisfied and
discharged to the extent of any such set-off. The non-defaulting Par shall give the defaulting
Par 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 Section 12 shall be due with five (5)
business days after any invoice from PacifCorp for the same.
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Cedar Creek Wind, LLC-Coyote Hil Project
SECTION 13: INDEMNIFICATION; LIABILITY
13.1 Indemnities.
13.1.1 Indemnity by Seller. Seller shal release, indemnify and hold harmless
PacifiCorp, its directors, officers, agents, and representatives agaist and from any and all
loss, fines, penalties, clais, actions or suits, including costs and attorney's fees, both at
tral 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
facilties on Seller's side of the Point of Delivery, (c) Seller's operation and/or
maintenance of the Facilty, or Cd) arsing from Seller's breach of this Agreement,
including without limitation any loss, claim, action or suit, for or on account of injur,
bodily or otherwse, to, or death of, persons, or for damge to, or destrction or economic
loss of propert 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 Indemnty by PacifiCorp. PacifiCorp shall release, indemnfy and hold
harmless Seller, its directors, offcers, agents, lenders and representatives agaist 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 afer the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injur, bodily or otherwise, to, or death of, persons, or for damage to, or destrction or
economic loss of propert, 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 constred to create any duty
to, any stadard of care with reference to, or any liabilty to any person not a Pary to this
Agreement. No undertng by one Par to the other under any provision of ths Agreement
shall constitute the dedication of that Par's system or any portion thereof to the other Pary or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an independent individual or entity.
13.3 No Waranty. Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confrmation by
PacifiCorp and PacifiCorp makes no waranties, expressed or implied, regarding any aspect of
Seller's design, specifcations, equipment or facilties, including, but not limited to, safety,
durability, reliabilty, strengt, capacity, adequacy or economic feasibility.
13.4 CONSEOUENTIAL DAMGES. EXCEPT TO TH EXTENT SUCH
DAMAGES AR INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSL Y PROVIDED FOR IN THS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMGES,
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Cedar Creek Wind, LLC-Coyote Hil Project
WHTHER SUCH DAMAGES AR ALLOWED OR PROVIDED BY CONTRACT, TORT
(ICLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE.
SECTION 14: INSURACE
14.1 Certficates. Prior to connection of the Facilty to the System, Seller shall secure
and continuously car insurance in compliance with the requiements of this Section. Seller
shall provide PacifiCorp insurance certcate(s) (of "ACORD Form" or the equivalent)
certfying Seller's compliance with the inurance requiements hereunder. Commercial General
Liabilty 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, certfied as a tre copy
by an authorized representative of the issuig insurance company, shall be fushed to
PacifiCorp.
14.2 Requied Policies and Coverages. Without litig any liabilties or any other
obligations of Seller under this Agrement, Seller shal secure and contiuously carr with an
insurance company or companes rated not lower than "A-:VII" by the A.M. Insurance Reports
the insurance coverage specified below:
14.2.1 Commercial General Liabilty inurance, to include contractual liabilty,
with a minimum single limit of $1,000,000 per occurence to protect agaist and from all
loss by reason of injur to persons or damage to propert based upon and arsing out of
the activity under this Agreement.
14.2.2 All Risk Propert insurance providing coverage in an amount at least
equal to 80% of the replacement value of the Facilty agait II all risks" of physical loss
or damge, including coverage for ear movement, flood, and boiler and machiery.
The Propert policy may contain separate sub-limits and deductib1es subject to insurance
company underwtig guidelines. The Risk Policy will be maintaned in accordance
with terms available in the inurance market for similar facilties.
14.3 The Commercial General Liabilty policy required herein shall include (i)
provisions or endorsements naming PacifiCorp, its Board of Directors, Offcers and employees
as additional insureds, and (ii) cross liabilty coverage so that the insurance applies separately to
each insured against whom claim is made or suit is brought, even in instaces where one insured
claims against or sues another insured.
14.4 All liabilty policies requied by this Agreement shall include provisions that such
inurance is primar insurance with respect to the interests of PacifiCorp and that any other
inurance maintained by PacifiCorp is excess and not contrbutory insurance with the insurance
required hereunder, and provisions that such policies shal not be canceled or their limits of
liabilty reduced without (i) ten (10) business days prior wrtten notice to PacifiCorp if canceled
for nonpayment of premium, or (ii) thirt (30) business days prior wrtten notice to PacifiCorp if
canceled for any other reason.
14.5 Commercial General Liabilty insurance coverage provided on a "claims-made"
basis shall be maitained by Seller for a minimum period of five (5) years after the completion of
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Cedar Creek Wind, LLC-Coyote Hil Project
this Agreement and for such other lengt of time necessar to cover liabilties arising out of the
activities under this Agreement.
SECTION 15: FORCE MAJEURE
15.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure"
means any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite the
exercise of due dilgence, such Par is unable to prevent or overcome. By way of example,
Force Majeure may include but is not limited to acts of God, flood, storm, wars, hostilties, civil
strife, strikes, and other labor distubances, earquaes, fires, lightning, epidemics, sabotage,
restraint by cour order or other delay or failure in the perfomice as a result of any action or
inaction on behalf of a public authority which is in each case (1) beyond the reasonable control of
such Pary, (ii) by the exercise of reasonable foresight such Pary could not reasonably have been
expected to avoid and (iii) by the exercise of due dilgence, such Par shall be unable to prevent
or overcome. Force Majeure, however, specifically excludes the cost or availabilty of fuel or
motive force to operate the Facility or changes in market conditions that affect the price of
energy or transmission. If either Par is rendered wholly or in par unable to perform its
obligation under this Agreement because of an event of Force Majeure, both Paries shall be
excused from whatever performce is affected by the event of Force Majeure, provided that:
15.1.1 the non-performg Pary, shall, within two (2) weeks after the occurence
of the Force Majeure, give the other Par written notice describing the parculars of the
occurence, including the strt date of the Force Majeure, the cause of Force Majeure,
whether the Facilty remains parially 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 requied by the Force Majeure;
15.1.3 the non-performing Par uses its best efforts to remedy its inabilty to
perform; and
15.1.4 the non-performig Par shall provide prompt written notice to the other
Par at the end of the Force Majeure event detaling the end date, cause there of, daage
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 Par which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Par shall be requied to sette any stre, walout, lockout or other labor
dispute on terms which, in the sole judgment of the Par involved in the dispute, are contrar to
the Par's best interests.
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Cedar Creek Wind LLe-Coyote Hil Project
SECTION 16: SEVERA OBLIGATIONS
Nothing contaned in this Agreement shall ever be constred to create an association, trst,
parership or joint ventue or to impose a trst or parership duty, obligation or liabilty
between the Paries. If Seller includes two or more pares, each such par shall be jointly and
severally liable for Seller's obligations under ths Agreement.
SECTION 17: CHOICE OF LAW
Ths 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
jursdiction.
SECTION 18: PARTIAL INALIDITY
It is not the intention of the Pares to violate any laws governg the subject matter of this
Agreement. If any of the terms of the Agreement are fmally held or determined to be invalid,
ilegal or void as being contrar to any applicable law or public policy, all other terms of the
Agreement shall remai in effect. If any term ar fially held or determined to be invalid,
ilegal or void, the Pares shal enter into negotiations concerning the term affected by suc1l
decision for the purse of achievig conformity with requirements of any applicable law and
the intent of the Pares to this Agreement.
SECTION 19: WAIVER
Any waiver at any time by either Par of its rights with respect to a default under ths
Agreement or with respect to any other matters arsing in connection with this Agreement must
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 20: GOVERNNTAL JUSDICTION AND AUTHORIZATIONS
PacifiCorp's compliance with the terms of ths Agreement is conditioned on Seller's submission
to PacifiCorp prior to the Commercial Operation Date of copies of all local, state and federal
licenses, permts and other approvals as then may be required by law for the constrction,
operation and maintenace of the Facility. Failure to mata such lawf status afer the
Commercial Operation Date shall be an event of default, subject to Section 12.
SECTION 21: SUCCESSORS AN ASSIGNS
This Agreement and all of the term and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Paries hereto, except that no assignment
hereof by either Par shall become effective without the written consent of both Pares being
first obtained. Such consent shall not be uneasonably witheld. Notwthstading the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
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Cedar Creek Wind LLC-Coyote Hil Project
may conveyor transfer substtially all of its electric utilty assets, shall automatically, without
fuer act, and without need of consent or approval by the Seller, succeed to all of PacifiCorp's
rights, obligations, and interests under this Agreement. This aricle shall not prevent a finacing
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 fiancing entity that it
is exercising such rights or remedies.
SECTION 22: ENTIRE AGREEMENT
22.1 Ths Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether oral or in wrting, regarding PacifiCorp's purchase of
Net Output from the Facilty. No modification of this Agreement shall be effective unless it is in
wrting and signed by both Paries.
22.2 By executig ths Agreement, each Par releases the other from any
claims, known or unown, that may have arsen prior to the execution date of ths Agreement
with respect to the Facilty and any predecessor facilty proposed to have been constrcted on the
site of the Facilty.
SECTION 23: NOTICES
All notices except as otherwse provided in this Agreement shall be in writig, 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 mal and retu receipt requested.
Notices PacifiCorp Seller
All Notices PacifiCorp Cedar Creek Wind, LLC
825 NE Multnoma Street Portand,701B Winslow Way E
OR 97232 Baibridge Island, W A 98110
Att: Contract Admistration,Att: Richard W. Burkhardt
Suite 600 Phone: (206) 780 - 3551
Phone: (503) 813 - 5380
Facsimle: (206) 780 - 3571Facsimile: (503) 813 -6291
E-mail:E-mail:
rburkhardt~suitpower.com
Duns: 00-790-9013 Duns: 83-297-9483
Federal Tax ID Number: 93-0246090 Federa Tax ID Number:80-0326531
All Invoices:Att: Back Offce, Suite 700 Att:(accounting~sumitpower.com)
Phone: (503) 813 - 5578 Vici Hall, General Accountig
Facsimile: (503) 813 - 5580 Manager (vhall(ßsumtpower.com)
Phone: [phone]
Scheduling:Att: Resource Planing, Suite 600 Att: (tcameron(fsummtpower.com)
Phone: (503) 813 - 6090 Thomas Cameron
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Cedar Creek Wind, LLC-Coyote Hil Project
Notices PacifCorp Seller
Facsimile: (503) 813 - 6265 [phone]
Payments:Att: Back Office, Suite 700 Att:( accounting(Ðsumitpower.com)
Phone: (503) 813 - 5578 VicI Hall, General Accounting
Facsimile: (503) 813 - 5580 Manager (vhall~swnitpower.com)
Phone: [phone]
Wire Transfer:Ban One N.A.BNK: Wells Fargo
To be provided in separate letter from To be provided in separate letter fromPacifiCorp to Seller Seller to PacifCorp
Credit and Att: Credit Manager, Suite 700 Att: Richard W. Burkhardt
Collections:Phone: (503) 813 - 5684 (rburkhardt(ßsummtpower.com)
Facsimile: [phone] Chief Financial Officer
Phone: [phone]
With Additional Att: PacifiCorp General Counel Att: Richard W. Burkhardt
Notices of an Phone: [phone] (rburkhardt(ßsummitpower.com)
Event of Default Facsimile: [phone] Chief Financial Offcer
or Potential Phone: [phone]
Event of Default Davis Wright Tremaine LLP
to:1201 Thrd Avenue, Suite 2200
Seatte, W A 98101
Attention: Scott MacConnack
Facsimile No.: [phone]
The Pares may change the person to whom such notices are addressed, or their addresses, by
providing wrtten notices thereof in accordance with ths Section.
I TNESS WHREOF, the Paries hereto have caused ths Agreement to be executed
in the' r. spective na as of the date fist above wrtten.
Paci
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Cedar Creek Wind, LLC-Coyote Hil Project
EXHIBIT A
DESCRIPTION OF SELLER'S FACILITY
(Seller to Complete)
Seller's Facilty consists of 12 wind tubine generator(s) manufactued by Siemens. More
specifically, each generator at the Facilty is described as:
Type (synchronous or inductive): Asynchronous with Inverter
Model: Siemens SWT-2.3-101
Number of Phases: Thee
Rated Output (kW): 2,300 Rated Output (kV A): 2,555
Rated Voltage (line to line): 7S0V
Rated Current (A): Stator: Converter Supply Curent: 1953A; Rotor: 2070 A
Maximum kW Output: 2300 kW Maximum kV A Output: 2555kV A
Minimum kW Output: _40_ kW
Manufacturer's Published Cut-in Wind Speed: 4 meters/second
Facilty Capacity Rating: 27,600 kW at or above rated wind speed and below cut-out
speed
Maximum Facilty Delivery Rate: _27,186 kW at PacifiCorp Goshen
Substation at 345 kV
Maxium GIA Delivery Rate 151,800 - instataneous kwrcombined with the other Cedar
Creek Projects described in Addendum L)
Identify the maximum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating: Maxium generator output is 2300 kW (same as
Nameplate Capacity Rating)
Station service requirements, and other loads served by the Facilty, if any, are described
as follows: Station service requirements consist of Cedar Creek Wind Operations and
Maintenace building loads, tubine stadby loads, and tubine cutout loads. Average tubine
stadby load for Coyote Hill is approximately 60 kW. Cutout loads would be infrequent and not
concurent with stadby loads.
Location of the Facilty: The Facilty is located in Bingham County, Idaho. The location is
more paricularly described as follows: 43018.914' Latitude, 11203.224' Longitude WGS84.
Locations of each tubine tower relative to other qualifing facilties owned by Ceda Creek
Wind showig Cedar Creek Wind's compliance with the spacing requirements in 18 C.F.R. §
292.204 are attached hereto.
Power factor requirements:
Rated Power Factor (PF) or reactive load (kV AR): 0.9 Leading to 0.9 Lagging
Seller has provided a copy of maufacturer's Power Cure (Rev. 4, June 2010) for the Siemens
SWT -2.3 -1 0 1. PacifCorp mantains the power cure in its fies puruat to a Non-Disclosure
Agreement between PacifiCorp and Seller.
A-I
Cedar Creek Wind, LLC-Coyote Hil Project
EXHIBIT A - Attachments
1. Cedar Creek Wind Farm Site Map
2. Distance Between Wind Turbines of Adjacent Qualifyig Facilties
A-2
We
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Distance Beeen Wind Turbines of Adjacent Qualifyng Facilites
Dat 11/1612010
The tabl below lis the distnc betw turb in see Qualiying
Facilitie. These distanæs are base on the turbne locons defined by Wind
Logics in their Turbine layou Revsion 5 docmen da 11/16/10.
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Norh PoiOCovote HlI
Turbine Turbne Di
T6 T14 562.2'
T6 T15 53.1'
T6 T16 5638.0'
T7 T14 6161.2'
T7 T15 5610.9'
T7 T16 5594.1'rt T17 5595.3'
T11 T15 6361.3'
T11 T16 5842.6'
T11 T17 5401.7'
Coyote Hill/Ratlesnake Canyon
Turine Turbne DistceT3T225558.5'
T36 T23 6057.0'T3 T24 65,5'
T37 T22 5378.4'
T37 T23 5629.7'
T37 124 5898.8'
Norh PointlD Ridae
Turne Turne DI$lne
T12 125 5799.5'
T12 127 5397.2'
T12 13 541.6'
T12 132 53.6'
Stee RidoelCovot HDI
Turbine Turne I Distnce
T32 1'4 17534.9'
st RieIatake CanyonTurITurbneI Ditance
T34 IT40 194.3'
SteE ¡) RidOè/ Pine
Turbne Turine Disnce
T48 T29 546.8'
T48 T31 5558.3'
T48 T35 5921.7'
Veried by:
Cedar Creek Wind, LLC-Coyote Hil Project
EXHIBITB
POINT OF DELIVERY I PARTIES' INTERCONNECTION FACILITIES
(Seller has provided the following single line drawing of the Facility interconnection facilities
including meterng points used to calculate Net Output and any transmission facilities on Seller's
side ofthe Point of Delivery.J
The Meterg Point and the Point of Deliver is the PacifiCorp 345kV bus at the Goshen
substation.
The Project will be shared by a 34.5kV-345kV collector substation. Each project will have a
34.5kV breaker that will connect to a common 34.5kV bus. The bus wil connect to a central
34.5kV main breaker, 34.5-345kV Power Transformer, 345kV breaker, line disconnect switch
and a 5.1 mile 345kV transmission line to the Goshen Substation.
B-1
Cedar Creek Wind, LLC-Coyote Hil Project
EXHBIT B - Attachments
1. Substation Metering One-Line Diagram
B-2
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EXHmITC
REQUIRD FACILIT DOCUMENTS
Qualifying Facility Number from FERC: QF10-565-000
The following Documents are requied prior to deliver of any output from the Facility:
Generation Interconnection Agreeent
Agreement perittng Seller access to shared interconnection facilities
Proper nghts required to maitai and operate the Project in accordance with ths
Agreement (site leases, transmission easements, etc).
The following Perts are requied on or before the milestone date specified in Section 2.2.1.
Federal Aviation Admstration Deteration of No Hazard
Bingham County Special Use Pert
Crossing agreements with pares other than PacifiCorp Transmission
c- 1
Cedar Creek Wind, LLe-Coyote Hil Project
EXHIBITD
SUBSEQUENT ENERGY DELIVERY SCHEDULE
Coyote Hil Wind Project
Scheduled Monthly
Energy Delivery AvekW/mo
Januar
Februar
March
April
May
June
July
August
September
October
November
Deceber
TOTAL:
Planed Outages. Seller will provide a Planed Outage schedule anually not to exceed 150
hour per year.
D- i
EXHmlTE
START-UP TESTING
Required factory testing includes such checks and tests necssar to determne that the
equipment systems and subsystems have been properly manufactued and installed, fuction
properly, and are in a condition to perit safe and effcient star-up of the Facility, which may
include but are not limited to:
1. Test of mechancal and eleccal equipment;
2. Calibration of all monitorig intrents;
3. Operating tests of al valves, operors, motor staer and motor;
4. Alar, signal, and fail-safe or system shutdown control tess;
5. Point-to-point contiuity tests;
6. Bench tests of protective devces; and
7. Tests required by maufacters) and designers) of equipment.
Required sta-up tests are those checks and tests necesar to deterine that all featues
and equipment, systems, and subsystems have been properly installed and adjusted, fuction
properly, and are capable of operating simultaeously in such condition that the Faciity is
capable of continuous delivery into PacifiCorp's electrcal system, which may include but are
not limited to:
1. Turbine/genertor mechanca ru and fuctionaty;
2. System operation tests;
3. Brake tests;
4. Energization of trsformer;
5. Synchroniing tests (maual and auto);
6. Excitation and voltage reguation opertion tests;
7. Auto stop/star sequence;
8. Completion of any state and federal envionmental testing requirements; and
9. Tests requied by maufactuers) and designers) of equipment.
For wid projects only, the followig Wind Turbine Generator Intallation Checklists are
required documents to be signed offby Manufactuer or Subcontract Category Commissioning
Peronnel as par of the Commssioning and stap testg:
Turbine hista1ation
Foundation hispection (by Owner's independent inspector)
Controller Assembly
Power Cables
Cable Instalation Checklist includig: Controller
Top Deck / Yaw Deck
Tower Top Secon/ Saddle
Mid Secton Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E -1
Cedar Creek Wind, LLC-Coyote Hil Project
EXHIBIT F-l
MOTIV FORCE PLAN
WIN SPEED DATA SUMMARIES & HOURLY WlND PROFILE
F1-1
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3
1
EXHIBITF-2
ENGINEER'S CERTIFICATION
COYOTE HILL
I hereby certify that I am a Licensd Professional Engineer who is licensed to practice
engineering in the state of Idah and that I have no economic relationship, association,
or nexus with Cedar Crek Wind, LLC and no involvement in the subject wind
project.
Having reviewed, and in reliance i upon the Western Energy Group, LLC; Cedar
Creek, Idaho, Site Visit Summar report dated Septmber 30, 2010, and Cedar Creek
Wind Pan Turbine Layout Analysis dated November 16, 2010, prepar by Wind
Logics on behaf of Cedar Creek Wind, LLC, I hereby certify:
(1) THA)'
(/.
MARIES IN EXHIBIT F-l ARE ACCURATE;
(2) THAT THE AVERAGE ANNUAL NET OUTPUT ESTIMATE is 73,262,235
KWH PER YEAR.IN EACH FULL CALENDAR YEAR OF THIS AGREEMENTBASED MOTIVE / PLA IN EXHIT F.l;
_, ,.#1"
Rob
ofessional Engineer # 8155
i No independent verification of the raw wind data contained in summary fonn in Eidjbit F-I has been
conductd.
£glbit F-2 Engier's CertUìcate Five Pol;,t(2),doc
Cedar Creek Wind, LLC-Coyote Hil Project
EXHIBITG
SAMLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the non-levelized purchase price durng an On-Peak Hour in May of 2011
equals $60.24/MW (the 2011 anual rate for Conformg Energy) multiplied by 92% (0.92)
(the May On-Peak Hour multiplier) minus $6.501M (the wind integration cost), which equals
$48.92/M.
Table 1: Sample calculations for non-1evelized On-Peak Conforming Energy in 2011: Puchase
Price = (anual rate * monthly On-Peak multiplier) - wind integration cost.
Conforming
Energy Calculated Purchase
Annual Rate On-Peak Wind Price for 2011 On-
for 2011 Hour Integration Peak Conformig
Month (perMWh)Multiplier Cost Energy (per MWh)
Januar $60.24 103%$6.50 $55.55
Februar $60.24 105%$6.50 $56.75
March $60.24 95%$6.50 $50.73
April $60.24 95%$6.50 $50.73
May $60.24 92%$6.50 $48.92
June $60.24 94%$6.50 $50.13
July $60.24 121%$6.50 $66.39
Augut $60.24 121%$6.50 $66.39
September $60.24 109%$6.50 $59.16
October $60.24 115%$6.50 $62.78
November $60.24 110%$6.50 $59.76
December $60.24 129%$6.50 $71.21
Table 2: Sample calculations for non-levelized Off-Peak Conformg Energy in 2011: Puchase
Price = (anual rate * monthy Off-Peak multiplier) - wind integration cost.
Conformig
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2011 Off-
for 2011 Hour Integration Peak Conformig
Month (perMWh)Multiplier Cost Energy (per MWh)
Januar $60.24 94%$6.50 $50.13
February $60.24 97%$6.50 $51.93
March $60.24 80%$6.50 $41.69
G -1
Cedar Creek Wind, LLC-Coyote Hil Project
Conformig
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2011 Off-
for 2011 Hour Integration Peak Conformig
Month (perMWh)Multiplier Cost Energy (per MWh)
April $60.24 76%$6.50 $39.28
May $60.24 63%$6.50 $31.45
June $60.24 65%$6.50 $32.66
July $60.24 92%$6.50 $48.92
August $60.24 106%. $6.50 $57.35
September $60.24 99%$6.50 $53.14
October $60.24 105%$6.50 $56.75
November $60.24 96%$6.50 $51.33
December $60.24 120%$6.50 $65.79
0-2
EXHIBITH
Seller Authorization to Release Generation Data to PacifCorp
H -1
WESTERNENERGY
May 7, 2010
Pacificorp
Att: Kenneth Huston
825 NE Mu1tnomah, Ste. 1600,
Portland, Oregon 97232
RE: Cedar Creek Wind, LLC PacifCorp Transmision
Dear Mr. Huston:
Ceda Creek Wind, LLC hereby volUntaly authories PacifiCorp's Transmission business unit
to share Ceda Creek Wind, LLC's generator interconnection information and generator meter
data with market fuction employees of PacifiCorp, includig, but not limited to the those in the
Commercial and Tradig group. Ceda Creek Wind, LLC acknowledges that PacifiCorp did not
provide it any preferences, either opertional or rate-related, in exchage for this voluntar
consent.
Sincerely,
~OM~ ?t
Dana C. Zentz, P .E.
Vice President
Summit Power Group, Inc.lCeda Creek Wind, LLC
[phone] (Office)
[phone] (Mobile)
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CedOlr Creek Wind, l.C
701 Winslow Way E., Suite B
Bainbridge Island, WA 98110
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206-780-3551
fax: [phone]
CONFIDENTIAL
Cedar Creek Wind, LLC-Coyote Hil Project
ADDENDUML
STATION LOAD, LOSSES, and NET OUTPUT
ALLOCATION ALGORITHM FOR THE
CEDAR CREEK WIND, LLC PROJECTS
This Addendum L is hereby made a par of, and clarfies certain terms in, the Power Purchase
Agreement between Cedar Cree!') ~d, LLC relating to COYOTE HILL. ' and PacifCorp
("Agreement") entered into the ¡) ay of liUIl l, 2010. Capitalized ters not defied
herein shall have the meang set fort in the Agreement. Cedar Creek Wind, LLC ("Seller")
and PacifiCorp are at times refered to herein individually as a "Party" or collectively as the
"Parties" .
Cedar Creek Wind, LLC shall own a complex of five (namely, Coyote Hil, Five Pine, Steep
Ridge, Nort Point, and Rattlesnake Canyon) separate, Idaho small wind Qualifyg Facilities
(each, a "Cedar Creek Project" and collectively, the "Cedar Creek Projects") that share
collector wires, a 34.5/345 kV substation (Cedar Creek Substation), and related equipment,
which connect the Qualifyg Facilities to the Point of Deliver ("Shared Interconnection
Facilties") .
PacifiCorp has agreed to buy (and Seller has agreed to sell), at the Point of Delivery, Seller's
total energy output net of: (1) Seller's station servce; (2) energy provided by Seller to another
Cedar Creek Project for station serce; (3) Seller's share of the transformation losses; and (4)
Seller's share of the line losses between Seller's Facility and the Point of Deliver (together
Seller's "Station Auxary Load and Losses"). However, Seller and PacifiCorp agree that it is
impossible to measure Seller's Station Auxilar Load and LO,sses separate and apar from the
Station Auxilar Load atd Losses of the other Ceda Creek Projects. Therefore, in order to
implement an objective, practcable, and equitable process by which PacifiCorp may quatify
energy delivered by Seller to the Point of Delivery (net of its Station Auxilar Load and
Losses), the Pares do agree as follows:
A. Bilg Formulae. PacifiCorp shall determe Seller's Net Output in kWh for puroses of
the Agreement using the method specified below.
1. Dermitions
PALLï
= the nameplate ratig (ala Facility Capacity Rating) of Cedar Creek Project i.
= the su of all the nameplate ratigs of Cedar Creek Projects (i = 1 to 5).
the accumulated purchased energy from Utility Supplier, as determined at the Point
of Delivery, to supply the net total station auxiliar load and losses for the Shared
Interconnection Facilities for Cedar Creek Projects i = 1 to 5 whenever such total
load and losses exceeds total generation output.
= the allocated share of P ALLT for Project i as determined by multiplying P ALLT by
NRi and dividing by NRT.
NRi
NRT
PALLr
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Cedar Creek Wind, LLC-Coyote Hil Project
OP¡ = for a given integration interval, the metered output energy of Cedar Creek Project i,
as determined by PacifiCorp's meter at the point where Cedar Creek Project i
connects to the Shared Interconnection Facilities. For any integration interal
durng which any energy is delivered to a Project from the Shared Interconnection
Facilties, such delivered energy is acculated in a separate meter register and
does not decrement the register used to measure accumulated OP¡. Therefore OP¡ is
by defiition always greater than or equal to zero, and in the event the meter records
OP¡ less than zero, OPi shall be deemed to equal zero.
OPT = the sum of all OPi (i = 1 to 5).
NOr = for a given integration interal, the tota energy delivered to the Point of Deliver
(345 kV bus at Goshen Substation). NOr shall be as measured at PacifiCorp's
meter near the Point of Deliver (kWh, in 1O-minute interals), adjusted for any
transformation losses between the meter and the Point of Delivery. For any
integration interal durg which any energy is delivered to the Point of Delivery .
from PacifiCorp's system, such delivered energy is accumulated in a separate meter
register of the PacifiCorp meter and does not decrement the register used to
measure accumulated Net Output energy. Therefore No, is by definition always
greater than or equal to zero and in the event the meter records NOT less than zero,
NOr shall be deemed to equal zero.
NO¡ = the net energy sold to PacifiCorp by Cedar Creek Project i durng the integration
interal.
SALLT = the tota of all station auxilar load and losses for the Shared Interconnecton
Facilìties for Cedar Creek Projects (i = i to 5) when NOT is positive.
SALL¡ = the allocated share for Cedar Creek Project i of SALLT.
2. Calculations
Calculations shall be reconciled and setled monthy. Calculations shall be based upon raw data
gathered from specified meters using a meterng integration interal of 5, 10, or 15 minutes at
PacifiCorp's election to match the meterg intalation PacifiCorp specified ("integration
interval"). Calculations shall be rounded to the nearest kilowatt-hour in the fial step.
ra). When Total Generation Output OC= Station Auxiliary Load and Losses
When, for any integration interval, the tota of all OP¡ Project output amounts of energy among
all Cedar Creek Projects (OPr) is less than or equal to the total station auxilìar load and losses
for the Shared Interconnection Facilities, the meters at the Point of Deliver wil accumulate the
Utility Supplier's deliver of purchased energy, P ALLr, to supply such net tota1oad and losses
in a meter register that is separate from that which accumulates No, and NOT shall equal zero or
if negative, be deeed to equal zero. The "Utity Supplier" shall be the utiity providing retail
electrc servce at the Facility (Rocky Mounta Power). PacifiCorp shall have no obligation to
serve any of the Cedar Creek Projects' retail electc needs absent a separte written agreement
with PacifiCorp and then only with the perission of Seller's Utility Supplier. None of the costs
associated with provision of retail electrc serce to Seller shall be borne by PacifiCorp.
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Cedar Creek Wind, LLC-Coyote Hil Project
(b). When Total Generation Output ~ Station Auxiliary Load and Losses
When, for any integration interval, the total generation of energy among all Cedar Creek Projects
is greater than the total station auxilary load and losses for the Shared Interconnection Facilties,
the meters at the Point of Delivery wil accumulate in a 'separate register PacifiCorp's receipt of
the tota combined energy from all the Projects (NOT). The difference between OPT and NOT for
that interval (SALLT) is allocated to each Cedar Creek Project in proportion to its generation
output (OP¡) in the same integration interval to deterine NO¡ by the formulae:
Let SALLT = ( OPT - NOT) and
SALL¡ = (SALLT) * (OP¡ I OPT)
The Net Output energy sold by each Project i is then deterned as:
NO¡ = (OP¡ - SALL¡) and substituting for SALL¡;
NO¡ = NOr * (OP¡ / OPT)
B, Limtation of PacifCorp Purchase Liabilty. PacifiCorp's total purchase obligation to the
Cedar Creek Projects shall at no time exceed total energy delivered bytthe Cedar Creek Projects
to the Point of Delivery. Therefore, in the event the sum of the Net Output energy (calculated
according to the preceding formulae) for all the Cedar Creek Projects is greater than NOr, then
PacifiCorp shall reduce calculated Net Output energy from each Cedar Creek Project, pro rata
each Cedar Creek Project's share of the OPT, such that the total energy purchased from all the
Cedar Creek Projects at the Point of Deliver by PacifiCorp equals NOr.
C. PacifCorp Right to Offset. In the event PacifiCorp deternes it has underaid one or
more Cedar Creek Projects (due to metering eror or otherse) and, as a result of underpaying
one or more Cedar Creek Projects, has overpaid Seller, PacifiCorp may adjust Seller's futue
payment(s) accordingly in order to recaptue any overayment received by Seller in a reasonable
time.
D. Condition Subsequent, This Addendum L was negotiated jointly among the Cedar Creek
Projects and PacifiCorp and is intended by all of the Cedar Creek Projects and PacifiCorp to be
one of five identica bilateral agreements, each between PacifiCorp and a Cedar Creek Project,
but each related to the other. Therefore, in the event one or more Cedar Creek Projects does not
agree to be bound by the terms and conditions set fort in this Addendum L, PacifiCorp may,
upon thirty days wrtten notice, cancel all Addendum L agreements. In the event PacifiCorp
cancels this Addendum L in accordance with ths Section D, PacifiCorp may satisfy its
obligation to pay Seller by depositing when due, with an escrow agent chosen by the Cedar
Creek Projects, the total payment due to all Cedar Creek Projects under their respective Power
Purchase Agreements, less offsets (if any) calculated based upon NOr and the Contract Price.
(END)
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