20111215Exhibit A, PPA.pdf

Exhibit A
North Point Project Power Purchase Agreement
Cedar Creek Wind, UC-N01Pot
POWEPUCHAGRBEI
CEDAR CREEK WIND, LLC
AN
PACICORP
Reti to Nort Point Projec, an up to 80 MW Wind Turbine Genertin Projec
a non-fuled on-sy Inteitt Reur wi Mechaca Avaiity Gute,
Idao Qu Facil
(i)
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTIONS.
SECTION 6.
SECTION 7.
SECTIONS.
SECTION 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
SECTION 17.
SECTION is.
SECTION 19.
SECTION 20.
SECTION 21.
SECTION 22.
SECTION 23.
Ceda Creek Wind, UC-Nor Poi
Table of Cont
DEFINITIONS.................................................... ........................................... 1
TERM; COMMRCIA OPERA nON DATE ........................................... 9
REPRESENTATIONS AN WARTIES .......................................... 13
DELIVRY OF POWER; AVAILABILIT GUARANTY..................... 15
PURClISE PRICES ............................................ ..................................... 18
OPERATION AND CONTROL ................................................................20
MOTI FORCE .......................................... .......................................... ...23
GENERATION FORECASTING COSTS................................................. 23
METERIG: REORTS AND RECORDS ................................................ 24
BILLINGS. COMPUTATIONS AND PAYMTS............................. 26
SECURY ...........,.................................................,................................27
DEFAULTS AND REMEDIES .............................................................28
INEMNIFICATION: LIABILITY ....................................................... 30
INSURNCE...............................:..........................................................31
FORCE MAUR ................................................................................32
SEVERA OBLIGA TIONS................................................................... 33
CHOICE OF LAW................................................................................. 33
PARTI INALIDITy......................................................... .............. 33
WAIVR................................................................................................33
GOVERNNTAL JURISDICTION AND AUTHORITIONS ..... 33
SUCCESSORS AN ASSIGNS ............................................................ 34
ENTIR AGREEMENT ....................................... ..................................34
NOTICES................................................................................................35
(i)
Ceda Creek Wind, UC-NOIPoi
POWE PUCH AGR
TH POWE PURCHAE AGR, relat to NORlH POIN, an up to 80 MW wid
tue geon project ente into ths _th day of December 2011, is betwee Ceda
Crek Wind, LLC, a Delawar limted liabilty company (the "Seer") and PacifiCoip, an
Oregon corpraon acg in its merc fucton caity ("PacifCorp''). Seller and PacifCoip
ar refer to collectively as the "Partes" and individually as a "Part".
REAL
A Seller inteds to co own, ope and mai a wi facilty, includg
Seller's hiteimection Facilties, for the generation of elecc power locate in Ida, wi an
ex Facilty Ca Rag of up to 80 mega as fuer decribe in Exhibit A andExhibit B ("Facilty'').
B. Seller ha seur rights to deliver outut frm its Facilty to PacifCorp acss th
ineroimection and other failites as fuer descbe in Exhbit B and Addendum L.
C. Seller inteds to opeate the Facilty as a Quifng Facilty, as such term is
deed in Secon 1.59 below, and to sell Net Ouut to PacifiCorp in Idaho.
D. Seller esat tht the avere anua Net Ouut to be deliver by the Facilty to
PacifCo is 211,309,607 kilowatt hours (kWh) ("Averae Annual Net Output') pur to the
Initial Yea Ener Delivery Schee in Section 4.3.1, whch amoun of energy PacifiCor will
include in its resource planning.
E. Seller innds to sell and PacifCoip intds to purhas al the Net Ouut fr the
Facilty in acrdce wi the te and coons of th Agent.
F. PacifCorp inteds to designte Seller's Facilty as a Netork Resur for the
puioses of serving Network Load.
G. Th Agren is a "New QF Con1r' under the PacifCor Inter-Jurctona
Cost Allocation Revised Protocol.
H. Seller has autoried Trasmission Provider to relea generon data to
PacifiCorp. If yes, the authoriation is attched as Exhibit B.
NOW, 'TORE th Pares muty ag as follows:
SECTION 1.DEFIITIONS
When us in ths Agrmen the followig te sh have th followig rne':
1.1 "As-built Supplement' shal be a supplemen to Exhibit A, prvided by Seller
following completion of constrction of the Facilty, accurately describing the completd
Facilty.
12 "Availabilty" means, for any Biling Period, the ratio, expressed as a
percentage, of (x) the aggregate sum of the turbine-minutes in which each of the Wind
Cedar Creek Wind lL-NorPoi
Turbines at the Facilty was available to generate at the Maxum 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 Commerial Operation multiplied by the number of
minutes in such Biling Period. A Wind Turbine shall be deemed not available to operate
during minutes in which it is (a) in an emergency, stop, service mode or pause state; (b) in
"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 extnt not caused by Seller's actions, a curilment in
accordace with Section 6.3 or (ii) insuffcient wind (including the normal amount of time
reuired by the generating equipment to resume operations following a period when wid
speed is below the Cut-In Wind Speed).
13 ''Biling Period" meas the tie peiod beee PacifiCoip's reing of its
power purchase meter at the Facilty, which for this Agrement shall coincide with calendar
months.
1.4 "CAM" means the Clean Air Markets Division of the Environmental
Protection Agency or successor administrator, or any state or federal entity given jurisdiction
over a program involving Green Tags or any atibute thereof.
15 "Commercl Operation" meas tht not less than the 90% of the expected
Facilty Capacity Rating is fully operational and reliable and the Facilty is fully
inteonnected, fully integrated, and synchrnized with the System, all of which shall be
Seller's responsibilty to recive or obtain, and which occur when all of the following
events (i) have OCCUlTed, and (ii) rein simulteousy we an acur as of the da and
moment on which Seller gives PacifiCoip notice that Commercial Opration has occurd:
1.5.1 PacifiCorp has reeived a certficate addressed to PacifiCoip from a
Licensed Professional Engineer (a) stating the Facilty Capacity Rating of the Facilty at the
anticipated time of Commercial Operation and (b) stating that the Facilty is able to gen
elecc powe relily in amoun reui by ths Agren an in acrdce with all other terms
and conditions of this Agreement.
1.5.2 Sta-Up Testing of the Facilty has been completd in accordace
with Exhibit E.
1.5.3 PacifiCoip has received a certificate addressed to PacifCorp frm a
Licensed Professional Engineer, an attorney in good stding in Idaho, or a lettr frm
Transmission Provider, stating tht, in accordance with the Generation Interconnection
Agreement, all requir interconnection facilties have been constrcted, all required
inteonnection tests have been completed and the Facility is physically interconnected with
the System in conformance with the Generation Interconnection Agreement and able to
deliver energy consistent with the terms of this Agreement, and the Facilty is fully
integrated and synchronized with the System.
1.5.4 PacifiCoip has received a cerificate addressed to PacifiCoip from a
Licensed Professional Engineer, or an attorney in good stading in Idao, stating tht Seller
has obtaed all Required Facilty Documents and, if requested by PacifiCoip in writing,
Seller shall have provided copies of any or all such request Requird Facilty Documents.
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1.55 Seller has complied with the securty requirements of Section 1 I .
1.5.6 Network Resource Designation and Trasmission Service Reguest.
(i) PacifCoip has received confiration from the Transmission Provider that the Facilty ha
be designte as a Netoi Resour an (ü) PacifiCoip ha reived confon frm the
Transmission Provider that the transmission service request has been granted in suffcient
capacity to mee or exceed the Maximum Facilty Delivery Rate and the Seller ha pad al
cost asocia with any reen of the trsion servce rest
1.6 "Commercia Operation Date" mea the da, as design by PacitCoip
pursut to Section 2.4, the Facilty fist achieves Commerial Operation.
1.7
1.8
Energy.
"Commission" means the Idaho Public Utilties Commission.
"Conforming Energ" means all Net Energy except Non-Conforming
1.9 "Conforming Energ Purchase Price" meas the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
1.10 "Contract Year" means a twelve (12) month period commencing at 00:00
hours Pacifc Prevailing Time ("PPT") on Januar I and ending on 24:00 hours PPT on
Decmber 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 Expirtion Date, unless earlier terinated as provided herein.
1.11 "Cut-in Wind Spee" means the wind speed at which a stationar wind
tubine begins producing Net Energy, as specified by the tubine manufactuer and set fort
in Exhibit A.
1.12 "Default Security" shall have the meaning set fort in Section 11.2 of ths
Agrement.
1.13 "Delay Liquidated Damages", "Delay Daily Minimum", "Delay Period",
"Delay Price" and "Delay Volume" shall have the meanings set fort in Section 2.5 of this
Agrement.
1. i 4 "Delay Security" shall have the meang set fort in Section 11.1.1 of this
Agreement.
1.15 "Effecive Date" shall have the meang set fort in Section 2.1 of this
Agreement.
1.16 "Energ Delivery Schedule" shal have the meaning set fort in Section 4.3
of this Agreement.
1.17 "Environmental Attibutes" means any and all claims, credits, emissions
reductions, offsets, and allowances, howsoever entitled, associated with the generation of
Output from the Facilty or the avoidance of the emission of any gas, chemical, or other
substce to the air, soil or water, that is capble of being meaed vered, or calculat.
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Enviren Attribu include but ar not lim to: (l) any avoide emissions of pollutats to the
ai, soiL, or war suh as (subjec to the foregoing) su oxides (SOx), nitrogen oxides (NOx),
caron monoxide (CO), and other pollutats; (2) any avoided emissions of cabon dioxide
(C02), methane (CH4), and other grnhouse gases (GHGs) that have been determined by the
United Nations Intergovernental Panel on Climate Change to contrbut to the act or
poteti th of alg the Ea's clim by trping heat in the atmosphere; and, (3) all
WRGIS Certificates. Environmental Attbutes do not include (i) Production Tax Credits or
certin other ta incentives existg now or in the fu associat with the consction,
ownersp or opertion of the Facilty, or (ii) adverse wildlife or environmental impacts.
1.8 ''Environmenta Containation" means the intrduction or prsence of
Hazardous Materals at such levels, quatities or location, or of such form or character, as to
consitute a violaton of federa, st or loc laws or regulations, and preent a material risk unde
feer st or loc laws an reguatons th the Pris will not be available or usle for the
purpses contemplated by this Agreement.
1.9 "Exp Fac Ca Ra shall not exceed 80 MW in any event, nor
shall the sum of the Facilty Capacity Rating of this Agreeent and the facilty capacity
rating under the power purchase agrement between the Paries relating to Five Pine excee
133.4MW.
1.2 "Expiration Date" shal have the meaing set fort in Section 2.1 of this
Agrment.
1.21 "Fac" is defined in Recital A of this Agreement
1.22 "Facilty Capacity Rating" meas the sum of the Nameplate Capacity
Ratings for all Wind Turbine generators comprising the Facilty.
1.23 "Force Majeure" has the meaning set fort in Section 15.1,
1.24 "Forced Outage" means an outage that reuires removal of one or more
Wind Tubines 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.
1.25 "Generation Interconnecion Agreement" means the generation
interconnection agrement entered into separately between Seller and Trasmission Provider,
as applicable, specifying the Point of Delivery and providing for the constrction and
operation ofthe Interconnection Facilties.
1.26 "Gren Tags" means (a) the Environmental Attbutes associated with all
Output, together with (b) the Gren Tag Reportg Rights associated with such energy and
Environmental Attbutes, however commerially trsferred or traded under any or other
product names, such as "Renewable Energy Credts," "Gr-e Certfied," or otherwise. One
Green Tag represents the Environmental Attibutes made available by the generation of one
MWh of energy from the Facilty.
1.27 "Green Tag Reporting Rights" means the exclusive right of a purchaser of
Environmental Attibutes to report ownership of Environmental Attbutes in compliance
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Ceda Creek Wind UC-NOIPoi
with federal or state law, if applicable, and to federal or state agencies or other pares at such
purhaser's discretion, and include reportg under Section 1605(b) of the Energy Policy Act
of 1992, or under any present or futur domestic, international, or foreign emissions trding
program or renewable portolio stadad.
i .28 "Governmental Authority" means any supranational, federal, state or other
political subdivision thereof, having jurisdiction over Seller, PacifiCoip or this Agreement,
including any municipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or adinisttive fuctions of or pertining to governent,
including any coiporation or other entity owned or controlled by any of the foregoing.
1.29 "Hazrdous Materials" meas any waste or other substace tht is listed,
defined, designted or classified as or determined to be hazardous under or pursuat to any
environmental law or regulation.
1.30 "Inadvertent Energ" me ener deliver to the Point of Delivery at a rate
exceeding the Maximum Facilty Delivery Rate on an hour-averaged basis. Indvertent
Energy is not included in Net Energy.
131 ''Idex Pr, for ea day, sha mea th weighte avere of the aver Pea and
Off-Peak finn energy maket prices, as published in the Intercontinental Exchange (ICE)
Da Ah Power Price Report for the Palo Ver Hub for such day. For Sunday an NEC
holidays, the 24Hour In Prce sh be used unes ICE sh puli a Fin On-Pea and Fin
Of-Pea Prce for suh days for Palo Ver, in whch event such inces shal be ut for suh
days. If the ICE index or any relaceent of that in ces to be publied dur the te of th
Agreement, PacifiCoip shall select as a replacement a substantially equivalent index that,
afer any appropriate or necessa adjustents, provides the most reasonable substitute for
the index in question. PacifiCoip's selection shall be subject to Seller's consent, which Seller
shall not unrasonably withhold, condition or delay.
132 "Initial Year Energy Delivery Schedule" shall have the meaning set forth in
Secton 4.3.1.
133 ''Iteftnnecon Fac mea all the fàilties and ancilla equien us to
interconnect the Facilty to the Systm, as defined in the Generation Interconnection
Agreement.
134 "Lettr of Credit' means an irocable stadby leter of cret in a fomi
reasonably acceptable to PacifiCoip, naming PacifCorp as the par entitled to demand
payment and prese drw requst thereunde. Such let of cre shall be provide by an
intuon th is a Uiu Sta offce of a commerial ba or tn compy organ under the
laws of the Unit Stas of Amerca or a politica subdivision therf, with a cret rag on its
long-tenn seior unsecur debt of at lea "A" frm Stada & Poor's and "A2" frm Moody's
Invesr Seces, an (unes othei ag) havig as of at lea $10,000,00,00 (net of
reserves).
135 "Licesed Prfesion$! Engieer" mea a persn acle to PacifCo in its
reasonable judgment who is licensed to practice engineerig in the stte of Idaho, who has
trg and exence in the engieerig discipline(s) relevant to the mattrs with resp to which
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such pe is caled to prvide a cecaon, evaluaon and/or opion, who ha no ecnomc
relationsp, assoiation or nexus with Seller, and wh is not a reseve of a consultig
engiee, contmctr, deigner or oter indiidu involved in the development of the Facilty, or of a
maufactu or supplier of any equipment instlled in the Facilty. Such Lice Prfesiona
Eneer sha be licese in an appr engi diiplie for the reuire certcaon being
mae. The engaement and payment of a Liceed Prfessional Engineer solely to provide the
certifications, evaluatons and opinions requir by this Agrent sha not cons a
prhibit ecnomic relaonship, asociaton ornex with Seller, so long as such engiee ha no
othr ecic relationp, assoiaton or nex with the Seller.
1.36 "Mainteance Ou1.e" me any out of one or mor Wind Turines th is not
a Forced Outage or a Planed Outage. A Maitenance Outage is an outage that can be
defered until aftr the end of the next weekend, but that requires that the Wind Turbine(s) be
reoved fr serice before the nex Planed Outge. A Maiteance Ou may ocur any time
during the year and must have a flexble sta date.
1.37 ''Mteri Advers Change" sha mean with respect to the Seller, if the Seller
has experienced a change in facts or circumstces related to development or operation of
the Facilty that materially and adversely impact Seller's abilty to fulfill its obligations
under ths Agrement.
1.38 "Maximum Facilty Delivery Rate" means the maximum intataeous 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 Agrement.
139 "Maximum GIA Delivery Rate" meas th maum ra (kW) at whch the
Generator Interconnection Agreement allows the Facilty to deliver energy to the Point of
Delivery and is set fort in Exhibit A.
1.40 "Nameplate Capaty Rati" mea th maum intaeous gera
capacity of any qualifying small power or cogeneration generting unit supplying all or par
of the energy sold by the Facilty, expressed in MW or kW, when operated consistent with
the manufr's remmended power factor and operang paet, as set fort in a notice
frm Seller to PacifiCoip delivere before the Commercial Operation Date and, if applicable,
updted in the As-built Supplement.
1.41 "NERC" means the Nort America Electric Reliabilty Corporation.
1.42 "Net Energ" means the energy compone in kWh, of Net Output. Net
Energy does not include Inadvertent Energy.
1.43 "Net Outut' mea all enrg and cait pruc by th Facilty, less ston use
and less transformation and transmission losses and other adjustments, if any. For purposes
of caculatg payment under th Agmen, Net Outut of energy shal be calcuat as se fort
in Addendum L Net Outut doe not include Invert Energ.
1.44 "Network Resource" shall have the meaning set fort in the Tarff.
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lAS "Network Service Provider" mea PacifiCoip Trasmission, as a provider
of network service to PacifiCoip under the Tarff.
1.46 "Non-Conforming Energ meas Net Output produced by the Facilty prior to
the Commercial Operation Date.
1.47 "Non-Conforming Energ Purchase Price" meas the applicable price for
Non-Confonning Energy and capacity, specified in Section 5.1.
1.48 "Off-Peak Hours" meas all hours of the week that ar not On-Peak Hours.
1.49 "On-Peak Hours" means hour from 6:00 a.m. to 10:00 p.m. Pacific
Prevailing Time, Monday though Saturday, excluding Wester Electicity Coordinating
Council (WECC) and Nort American Electrc Reliability Coiporation (NRC) holidays.
1.50 "Output Shortall" and "Output Shortall Damages" shall have the
meanings set fort in Section 4.5 of this Agrement.
1.51 "PacifiCorp" is defined in the first pargraph of this Agreement, and
excludes PacifiCoip Trasmission.
1.52 "PacifCorp Transmission" meas PacifiCoip, an Oregon corporation,
actig in its interconnection and transmission fuction capacity.
1.53 "Planned Outage" means an outage of preetennined durtion that is
scheduled in Seller's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or
inspections are tyica planed outge. Maitenance Oues and For Ouges ar not Plaed
Oues.
1.54 "Point of Delivery" means the point of interconnection beeen the Facilty
and the System, as specified in the Generation Intercnnection Agrement and in Exhibit B.
155 "Premises" means the real proper on which the Facilty is or wil be
locted, as more fully described on Exhibit A.
156 "Prime Rate" means the rate per anum equal to the publicly anounced
prime rate or reference rate for commercial loans to large businesses in effect frm time to
time quote by JPMorgan Chase & Co. If a JPMorga Chase & Co. prime rat is not available,
the applicable Pre Rae shall be the anounce pre rate or referce ra for commercial loan
in effect frm time to tie quote by a ban with $ i 0 billon 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.
1.57 "Pruct Tax Creii" mea pron ta cre under Seon 45 of the
Internal Revenue Code as in effect from tie to tie during the tenn hereof or any successor
or other provision providing for a federal ta credit detennined by reerce to renewable
electric energy produce frm wind resoures and any corrlative stte ta crdit detnnined by
rere to renewle elecc en pr frm wi reurs for whch th Facilty is eligible.
Producon Tax Crets do not include any ta crt deted by referce to investment.
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158 "Prudent Electncal Practces" means any of the practices, metods and acts
engaed in or approved by a significat porton of the electrica utility industr or any of the
pratices, methods or acts, which, in the exercise of reonable judgment in the light of the
facts known at the tie a deision is mae, could have been ex to acmplish the desir
re at the lowest reasonable cost consistnt with reliabilty, safety and expedition. Prudent
Electical Praces is not intede to be lite to the optum prce, metod or ac to th
exclusion of al others, but ra to be a spct of posible prace, metod or ac
1.59 "QF' means "Qualig Facty", as th te is defied in the verion of
FERC Regulations (codified at 18 CFR Part 292) in effect on the date of this Agreement.
1.60 "Require Facilty Documents" means all deed, titles, leases (including
Wind Leases), licenses, permits, authorizations, and agreements demonstrating that Seller
controls the necessar propert rights and governent authorizations to constrct, operate,
and maintain the Facilty, including without limitation those set fort in Exhibit C.
1.61 "Reuirments of Law" mea any aplicale an madatory (but not merely
advisory) federal, state and local law, sttute, regulation, rue, code or ordinance enacted,
adop issue or prulgad by any fe, st, loc or oter Goverenta Autonty or
regulary bod (includ thos pertg to elecca, budi zoning environmenta and
occupational safety and health requirements).
1.62 "Scheduled Commercial Operation Date" mean the date by which Seller
promises to achieve Commercial Operation, as specified in Section 2.2.8.
1.63 ''Seduled Month Ener Deery" mea the Net Energy scheduled to be
delivere during a given calendar month, as specified by Seller in the Energy Delivery
Schedule.
1.64 "Shared Intercnnecon Facilties" mean that portion of the
Interconnection Facilties used by the Facilty and one or more other Qualifying Facilties as
fuer described in Exhibit B.
1.65 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost
Share" shall have the meanings set fort in Sections 8.2 and 8.3 respectively.
1.66 "Subsequent Energ Delivery Schedule" shall have the meaning set fort in
Section 4.3.3.
1.67 "System" means the electrc transmission substtion and trsmission or
distrbution facilties owned, operated or maintained by Trasmission Provider, which shall
include, after constction and installation of the Facilty, the circuit reinforcements,
extensions, and associated terminal facilty reinforcements or additions required to
intercnnect the Facilty, all as set fort in the Generation Interconnection Agreement.
i .68 "Tariff' means the PacifiCoip Transmission FERC Electric Tariff Seventh
Revised Volume No.1 i Pro Forma Open Access Transmission Tariff or the Transmission
Provider's corrsponding FERC tariff or both, as revised from time to time.
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1.69 "Transmission Provider" means PacifiCoip Trasmission or a successor,
including any regional transmission orgaization ("RTO").
1.70 "Wind Leases" meas the memorada of wind lease and redacted wind
leases recorded in the county in which the Facilty is located in connection with the
development of the Facilit, as th sae may be supplemen amende ex re or
relac frm tie to time.
1.71 "Wind Turbine" me the tye of wind turbine specified and more fully
described in Exhibit A as such Exhibit A may be updated pursuat to Section 2.2.5.
1.72 "WREGIS" meas the Westrn Renewable Energy Generation Information
System.
1.73 "WREGIS Certificate" mean "Certificate" as defined by WRGIS in the
WRGIS Operating Rules.
1.74 "WRGIS Operating Rules" means the operating rules and requirements
adopted by WRGIS.
SECTION 2.TERM; COMMRCIA OPERATION DATE
2.1 This Agreement shall become effective afer execution by both Pares and
afr apval by the Commssion puruat to a fial and non-appealable order ("Effece
Date''), th the price to be pad for ener and caity ar jus and renale, in th public
interst and that the cost incurd by PacifiCoip for purhases of capacity and energy frm Seller
are legitimate expenses, all of which the Commission wil allow PacifiCoip to recover in
rates in Idaho in the event other jursdictions deny reovery of their proportionate shar of
said expenses. Unless ealier teate as provided hein ths Agent shal re in effec
unti the twtiet (20th) anver of the Commercial Operation Date ("Expiration Date").
2.2 Time is of the essnce of ths Agement, and Seller's abilit to mee ce
requirements prior to the Commerial Opeation Date and to achieve Commercial Operation
by the Scheduled Commerl Opraon Dat is crically import. Therfore,
22.1 By the date that is four (4) months prior to the Scheduled Commercial
Operation Date, Seller shall obtain and provide to PacifiCoip copies of all goverenta perm
and authonzons liste in Exibit C.
222 By the date that is 270 days prior to the Scheduled Commercial
Operation Date, Seller shall provide one hundrd percent (100%) of the Delay Security
requird under Section 11.1.1, as applicable.
2.2.3 The Paries acknowledge and age that prior to the Effective Date,
Seller (i) ha provided all information and paid all fees the Transmission Provider requires to
designte the Facilty as a Netork Resoure in accrdce with the Tar(OATI; and (li) ha
prvided all inonation reonably requird by PacifiCorp to submit a trsmission service
request for the Facilty to the Trasmission Provider puruant to the Tariff. Within 10 days
of the execution of the Agreement, PacifiCorp shall amend the current Network Resource
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designation request for the Facilty (based on a Facilty Capacity Ratig of 80 MW) as
required to reflect the Facilty as described in the Agrment
2.2.4 At lea ten (10) buin days pror to deliver of any ener fr the
Facil to PacifiCorp, SeHer shall provide PacifiCoip with an executed Generation
Interconnection Agreement.
2.2.5 Within one hundr eighty (180) days prior to the Scheduled
Commercial Operation Date, Seller shall provide PacifiCoip with amended Exhibits, which
may include the designation of alternative Wind Turbines for the Facilty, and such other
updates to the informtion contaed therein.
2.2.6 Prior to the Commercial Operation Date, Seller shall provide Default
Security required under Section 11.2, if applicable.
2.2.7 Pror to the Commercial Operation Date, Seller shall provide
PacifiCoip with an As-built Supplement reasonably acceptable to PacifiCoip.
2.2.8 Seller shall use commercially reasonable effort to achieve
Commercial Operation by 00:00 PPT December 3 i, 2012, but in no event shall Commercial
Operation occur later than 00:00 PPT Marh 1,2014. For the avoidance of doubt, Seller shall
have no liabilty for Delay Liquidate Damages or be liable for other penalties if
Commercial Operaton takes place by Marh 1,2014. Seller shall provide PacifiCorp with
notice of the Scheduled Commercial Opeation Date no less than ten (10) months prior to
such dat.
2.2.9 Seller shall provide wrtten confiration of the expected Facilty
Capacity Rating for the Facilty on or before Januar 31, 2012. This notice shall definitively
establish a single Capacity Ratig for the Facilty within the range contemplated in the
Expected Facilty Capacity Rating.
23 Beginning on Janua 6, 2012 and on the fift (5th) business day of each
month thereafter until the Commercial Operation Date, Seller shall prvide PacifiCoip a one-
page monthly update bye-mail on the progress of the milestones in Section 2.2.
2.4 Establishig Commercia Opon. SeHer shall provide wrttn notice to
PacifCoip stg when Seller believes th th Facilty ha achieved Comeria Opration.
PacifiCoip shall have ten (10) business days after receipt either to confrm to Seller that all
of the conditions to Commerial Opon have been satfied or have occur, or to st with
speifcit what PacifiCoi reasnaly believes ha no ben sasfied. If within such te (10)
business day perod PacifCoip either doe not resp or else confs tht the Facilty ha
achieved Commercial Opration, the origi date of reeipt of Seller's notice shall be the
Commercia Opration Date. IfPacifiCoip noties Seller with such te (10) business day period
that PacifiCorp reasonably believes the Facilty has not achieved Commercial Operation,
Seller ma, if it ha a goo fàith belief th Commeria Opon ha been achieved submit a
Techncal Disput Notice, or else Seller sh ads the concerns sta in PacifCoip's notice to
the mut safaon of both Pares. If Seller submits a Technica Disput Notice and the
Technical Expert determines that Commercial Opeation has been achieved, then the
Commeria Opon Date sha be the da, as detned by the Technca Ex th the Facilty
10
Cedar Creek Wind, UC-Nor Poi
fi met all the reents of Coerial Opraon; otei the da upon whch Seller ha
addrssed the concems st in PacifiCoip's notce to PacifiCoip's renable satisfacon, as
specified in a notice frm PacifiCoip to Seller, shall be the Commercial Opraon Dat. If
Commercial Opeon is achieved at less than one hundr perct (lOOOAi) of the exd Facilty
Cacity Ratig and Seller inorm PacifiCorp that Seller inteds to brg th Fac to one
hundr pe (100%) of th ex Facil Caity Ra Seller sha provide PacifCoip wi
a lis of al items to be complet in orr to achieve the ex Facilty Capacity Rating.
2.4.1 Technical Expert. If, and only if, a dispute regards (i) whether or not
Commercial Opertion ha bee achieved, and/or (ii) the date when Commercial Opration was
achieved, the Paries may have such dispute, and only such dispute, reolved puan to this
Secon 2.4.1. Any such disput wil be deed by an indepdent tecal expe who shl be
a muty acceble th pa with trg and experience in the disciplines relevant to the
mattrs with respect to which such peon is caled upon to prvide a cerficaon, evaluation or
opinon (the "Tecnical Expert"), which determination shall be (X) made (subject to the
terms in this Section 2.4) in acrdce with the Conson Indust Aritrion Rules and
Medaton Predur (Including Proc for Lae, Complex Consction Disputes) of the
AA, as amended and effective on Octobe 1, 2009 (the "Technical Dispute Proure"),
notwthstdig any dollar amounts or dollar limitaons contaned therein, and (Y binding
upon the Pares.
(a) Either Par may commence the dispute process as to the
mattrs set fort in paragraph 2.4.1, above, with the American Arbitrtion Association
("AA") by notifyg AA and the oter Par in WTti ("Tecnica Disute Notice") of such
Par's desire that the dispute be resolved through a determination by a Technical Expert.
(b) The deton shal be conduct by a sole Technca Exrt
The Pares may selec any muty accele Technca Ex If the Pares caot agr on a
Technica Exprt within five (5) days afr the dat of the Technca Disut Notice, then the AA's
Ariton Adms1r sh sed a li an rees of th (3) avaiable teca ex meetg
the quaifcaon se fort in Secon 2.4.1 to the Pares, eah of whom shll st one nae, and the
reining peon shall be appointe as the Techncal Expert. If more th one nae reains,
eiter beus one or both Pares have faled to rend to the AA's Aritron Admstr
within five (5) days af reiving the li or beus one or both Pares have faled to ste a nae
frm the list or beus both Pares strike the sae nae, the AA's Aritraton Adminsttor
will choose the Technica Exp frm the remaiing names. If the designte Technca Ex
shal die, beme incapble or, unwilling to, or unble to see or proced with the determination,
a substitute Technical Expert shall be appoin in acrdance wi the selecon prur
debe above, and such substu Technical Ex shal have all such power as ifhe or she ha
been originlly appointed herein.
(c) With th (30) days of the appointmen of the Tecca Exrt
puua to the foreoing sub-seon, eah Par shl submit to the Technca Exrt (and copy the
other Par) a WTtt reort contag it position wi respect to the dispute, and arguents
therefor togeter with supportg doumentaon and calculatons. Discver sh be lim to
Facilit docenton relat to the disput matr. Wit six (60) days frm reeipt of such
submisions, the Technca Exp shall selec one or the other Par's position with respect to the
disputed, aritrteable issues set fort in Section 2.4.1 above, whereupon such selecton shall be a
11
Ceda Creek Wind, UC-NorPoi
binding detinaton upon the Pares for al purse herf. The co of the Technca Exrt
includi his or her fee an expes, sh be bome by the Par whose position wa not selec by
the Tecica Exper; eah Par sh otheise be it own ex. If the Technica Ex fais
to render a decision wi niet (90) days fr reipt of eah Par's submissions, either Par
may, pror to the Technca Exper's fi decision, inti litigation, in which cas th Technica
Ex's fial decision shall not be binding on the Pares unless otheiwse agred.
2.4.2 Al ver and wr cooummicaon beee the Pares and ised or
prepared in connection with this Section 2.4. I shall be deemed prepard and commimca in
fuerace, and in the conte of disput setement, and shall be exempt frm discver an
prucon and shl not be adssible in evidece (wheter as adsson or oter) in any'
ligaon or oter prce for th reluton of the dispute.
2.43 All deadlines specified in this Section 2.4 may be extended by mutual
agreement of the Pares.
2.5 Delay Damages. Seller shall cause the Facilty to achieve Commercial
Operation on or beore th Scheded Commercial Opraon Da. If Commeria Opon ocur
afr the Scheduled Commercial Operation Date, Seller shall be liable to pay PacifiCoip
delay daes for the numbe of days ("De Peri") tht the Commerial Opon Dat occ
af the Schedled Coia Opon Dat, until the ealier ocurce of the Commeria
Opon Date or th teon of th Agen ("Dey Liquidte Daes''),prvided tha
Seller shll not accre any Delay Liquidate Damag afr: (i) Seller ha tiely achieved the
milestone in Secon 2.2.3; and (ii) Seller ha satisfed all rements of Commerial Operaon
excet for one or more reuirments in Section 1.5.6. Bilings and payments for Delay Liquda
Dam shl be ma in acrd with Seon 11.1.
2.5.1 Delay Liquidate Damages. Delay Liquida Damges equas the su of:
for each day in the Delay Period, the greater of (l) the Delay Daily Minimum or (2) the
Delay Price times the Delay Volume,
Where:
''Dlay Dai Miimum" equa (a) for the fi fort-five (45) calenda days
follow the Scheuled Coia Opon Dat: one-ninetet (1 190t) offort-
five dolla ($45) multiplied by the Maxum Facilit Delivery Ra with the
Maum Facili Deliver Ra beg mea in kW; (b) af the fort-fi
(45~ caenda day followi th Scheded Comerial Opon Da: the Delay
Price times the Delay Volume.
''Dla Prce" eq th positve dierce, if any, of the Index Prce minus the
weigh averge of the On-Pea and Off-Pea monthy Conformg Energ
Purchase Prices; and
"Delay Volume" equas the applicable Scheduled Montly Ener Deliver
divided by the number of days in that month.
2.5.2 AQPropriateess of Damages. The Pares agr that the daages
PacifiCorp would incu du to delay in the Facilit achievin Commerial Opon on or before
the Scheduled Commercial Operation Date would be diffcult or impossible to prict wi
12
Ceda Creek Wind, UC-NorPot
cent, and that th Delay Liquida Damages ar an aproprat approxiation of such
damages.
SECTION 3.REPRESENTATIONS AN WARTIES
3.1 PacifiCoip reprsets, covenants, and warants to Seller that:
3.i.i PacifiCorp is duly organized and validly existing under the laws of the
State of Orgon.
3.11 PacifiCoip has the requisite coiprate power and authority to enter
into th Agen and to peon acrdg to 1h term of th Agen
3.1.3 PacifCorp has taen all corporate actions required to be taen by it to
authorie the execution, deliver and performance of this Agrement and the consummation
of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agrement does not contravene any provision of, or constitute a default under, any
indentue, mortgage, or other material agrement binding on PacifiCorp or any valid order of
any cour, or any regulatory agency or other body having authority to which PacifiCoip is
subject.
3.1.5 Subject to Commission approval, this Agrement is a valid and legally
binding obligation of PacifiCorp, enorceable against PacifiCoip in accordace with its terms
(except as the enforceabilty of ths Agrent ma be li by bany, inolvency, ba
moratorium or simla laws afec crtors' rights generly and laws rect the availabilty
of eqtale reedes and excet as the enorcit of th Agent may be subject to geer
priciples of eq, wheter or not such enforceabilty is considered in a proceedig at equity or
in law).
3.2 Seller represents, covenants, and warts to PacifiCorp that:
3.2.1 Seller is a limited liabilty company duly organized and validly
existing under the laws of Delaware.
3.2.2 Seller has the requisite power and authority to enter into this
Agrment and has, or wil have at the date of Commercial Operation of the Facilty, all
reuisite power and authority to peorm according to the terms hereof, including all reuired
regulatory authority to make wholesale sales from the Facilty.
3.2.3 Seller's shareholders, directors, and offcers have taen all actons
requid to authorize the execution, delivery and performance of this Agreement and the
consummation of the trsactions contemplated hereby.
3.2.4 The execution and delivery of this Agrment does not contravene any
provision of, or constitute a default under, any indentue, mortgage, or other material
agrment binding on Seller or any valid order of any cour, or any regulatory agency or
other body having authority to which Seller is subject.
13
Ceda Creek Wind, UCNorPoi
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordace with its terms (except as the enforceabilty of this
Agrement may be limited by banptcy, insolvency, ban moratorium or similar laws
affecting creditors' rights generally and laws restricting the availabilty of equitable remedies
and except as the enforcabilty of ths Agrement 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 tenn of ths Agremen continue to be a
QF. Within thirt (30) days after the Effective Date, Seller shall provide the appropriate QF
certfication, which may include a Federa Ener Regury Commion self-ecaon to
PacifCoip. At any tie therr that PacifiCoip ha ren to believe during the te oftl
Agrment th Seller's st as a QF is in queston, PacifCorp may reui Seller to provide
PacifiCoip with a written lega opinion frm an atrney in good stding in the st ofIda an
who ha no ecnomic relatonship, assoiaon or nexu with the Seller or the Facilty (other than
in a capacity as counsel providing such requested legal opinion), stating that the Facilty is a
QF and providing suffcient proof (including copies of all documents and data as PacifiCoip
may request) demonstrating that Seller has maintaned 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 impair Seller's ability 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 PacifiCoip.
3.2.9 Seller is not in default under any of its other material agrements that
would result in Seller's failure to perform its material obligations hereunder.
3.2.10 Seller owns all right, title and inteest in and to the Facilty, fre and
clear of all liens and encumbrances other th liens and encumbrances created by or though
Seller related to thd-par financing of the Facilty, and Seller (or its successor in interest)
wil continue to own for the ter of this Agrement, all right, title and interest in and to the
Facilty, free and clear of all liens and encumbrances other than liens and encumbrances
related to third.part financing of the Facilty.
3.2.11 In entering into this Agreement and the underting by Seller of the
obligations set fort herein, Seller has investigated and detennined that it is capable of
performing hereunder and has not relied upon the advice, experience or experse of
PacifiCorp in connection with the transactions contemplated by this Agreement.
3.2.12 All professionals or expert including, but not limited to, engineers,
attorneys or accountats, that Seller may have consulted or relied on in undertg the
trsactions contemplated by this Agreement have been solely those of Seller.
3.2. i 3 All leaes of real propert requird for the operation of the Facilty or
the performance of any obligations of Seller hereunder are set fort and accurately described
14
Cedar Creek Wind UC-NOIPoi
in Exhibit C. Upon request by PacifiCoip, Seller shall provide copies of the Wind Leases to
PacifiCoip.
3.2.14 Al inormon about the Facilty set fort in Exhibit A, Exhibit B, and
Exhbit C ha be verfied by Seller and is accur to the be of it knowledge.
3.3 Notice. If at any time duing this Agrment, any Par obtains actual knowledge
of any event or information which would have caused any of the representations and
waranties in ths Section 3 to have bee maly witr or misleag when mae, such Par
shal provide the other Par with written notice of the event or information, the
representations and warties afec and the acon, if any, whch such Par intends to take to
mae the rereentations and waties tr and corr The notice reui puruant to ths
Section sh be given as son as prcale af th occe of eah su even
SECTION 4.DELIVERY OF POWER; AVAIABILITY GUARY
4.1 Deliver and Accptce of Net Ouut Exce for any curen speifed in
Section 6.3, unless otherwise provided herein, PacifiCoip wil purhase and Seller wil sell
all Net Output from the Facilty.
42 No Sales to Third Paries. During the term of this Agrement, Seller shall not
sell any Net Output frm the Facilty to any entity other than PacifiCorp.
4.3 Energy Deliver Schedule. Seller shl pr an prvide to PacifiCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivere by the Facilty
("Energ Delivery Schedule"), in accordance with the following:
4.3.1 Dug the fit twelve ful caenda mont followig th Commercial
Operation Date, Seller predicts that the Facilty wil produce and deliver the following
monthly amounts ("Initial Year Energ Delivery Schedule"):
Month
Januar
Februar
Marh
April
May
June
July
August
September
October
November
December
TOTAL:
Energ Deliverv (kWh)
18,051,745
17,404,086
19,309,299
17,980,074
17,157,787
16,340,833
15,028,171
15,900,692
15,848,151
17,703,946
19,998,883
20,585,940
211,309,607
15
AveragekW
24,263
25,899
25,953
24,972
23,062
22,696
20,199
21,372
22,011
23,796
27,776
27,669
24,139
Cedar Creek Win UC~NorPoint
4.3.2 Seller may revise the Initial Year Energy Delivery Schedule any time
prior to the CommerciakOperation Date.
4.33 Begiing at the end of the nith ful caenda month of opemtion, an at the
end of ever thd month ther, Seller shl supplement the Ener Deliver Schedule with th
additiona month of foi es (which sh be apded to th Agen usin th fonn
spified in Exhibit D) (''Subsuent Energ Dery Scedule"), such th th Enrg Delivery
Scedule wi prvide at lea th month of sceduled energy estat at all ties. Seller sh
prvide Subs Ener Deliver Schedules no la than 5:00 pm PPT of the 5th day af the
due dat. If Seller does not prvide a Subue Ener Delier Scedule by the abve deine,
scheed ener for the omitt peod shl equa the amoun scheded by Seller for the sae
thmonth perod durng the previous year.
4.3.4 Upon and afr the Commerial Operion Dat, Seller may no longr
rese th Ener Deliver Schede for the firs six ful caenda months of Commeria Operaton.
Af 5:00 p.m. PPT of the fift business day followig the end of the th full caend mont of
Commial Opon an the en of each th caenda mont th, Seller may no longer
revise the Energy Deliver Schule for the si caenda mon imedialy followig such th
mon. Subjec to the foregoing rectons in th Seon 4.3.4, Seller may revis the Ener
Deliver Schede for any unct mont by prvidig wrtt notice to PacifiCoip. Failur to
prvide tily wr notice of cha amoun will be deeed to be an elecon of no cha.
4.4 Minimum Availabilty Obligation. Seller shall cause the Facilty to achieve an
Avaiabity of at leat 85% durg eah month (''Garte Avabil~.
4.5 Liquidated Damages for Output Shortall. If the Availabilty in any given
month falls below the Guaranteed Availabilty, the resultig shortall shall be expressed in
kWh as the "Output Shortall." The Output Shortall shall be calculated in accordance with
the following fonnula:
Output Shortal = (Guteed Avaiabity - Avaiabilit) *
Sceded Monty Ener Delivery
Seller shl pay PacifiCo for any Ouut Short at the lower of (l) the positve diffce, if any.
of the Index Prce minus the weighte aver of the On-Pea and Off-Pea monthly Conformin
Ener Puha Prce; or (2) the weigte avere of the On-Pea and Off-Pea monty
Coim Ener Pu Prce (''Output Short Damaes").
Output Short Damages = Ouut Shortl * Output Shoall Prce
Wh:
Output Shortall Price = (Idex Prce - Weighted Average CEPP), except
that if Output Shortall Price': 0, then Output
Shortall Price = 0, and except that if Output
Shortall Price:; Weighted Averge CEPP, then
Output Shortall Price = Weighted Average
CEPP
Weighted Average CEPP = the Weighted Average On-Peak and Off.Peak
16
Cedar Creek Wind UC-Norh Poi
Conforming Energy Purchase Prices for the
month of Output Shortall
If an Output Shortall occur in any given month, Seller may owe PacifiCorp liquidated
damages. Eah Part agres and acknowledges tht (a) the daages that PacifiCoip would
incur due to the Facilty's failure to achieve the Guateed Availabilty would be diffcult or
impossible to predict with certinty, and (b) the liquidate daages contemplated in this
Section 4.5 are a fair and reasonable calculation of such daages.
4.6 Audit Rights. In addition to data provided under Sections 9.3 and 9.4,
PacifiCoip shall have the right, but not the obligation, to audit the Facilty's compliance with
its Guanteed Availabilty using any reonable metods. Seller agrees to retin all
performance related data for the Facilty for a minimum of three years, and to cooperate with
PacifiCoip in the event PacifiCoip decides to audit such data.
4.7 Transfer of Title to Green Tags: Documentation of Green Tags Trasfers. For
a period of ten (10) years frm the Commercial Operation Date, Seller shall have title to the
Green Tags imediately upon the genertion of the Output at the Facilty that gives rise to
such Green Tags. On the tenth (10th) anversar of the Commercial Operation Date through
and including the Expirtion Date, PacifiCorp shall have title to the Gren Tags immediately
upon the generation of the Output at the Facilty tht gives rise to such Gren Tags. Eah
Par shall execute all additional documents and intrents reasonàbly requested by the
other Pary in order to furter document the ownership of the Gren Tags durng the
respective Part's ownership. Without limiting the generality of the foregoing, Seller shall,
on or before the 10th day of each month durg which PacifiCoip has ownership rights to the
Grn Tags, deliver to PacifiCorp a Green Tags Attestation and Bil of Sale (in the form
atthed as Exhibit 4.7(A)) for all Green Tags delivered to PacifiCoip hereunder in the
preceding month, along with any verification that is in conformance with the then-curnt
Center for Resource Solution's Green-e program, or any successor program. The Pary
having ownership of the Gren Tags at the time (the "Gren Tag Owner"), at its own cost
and expense, shall register with, pay all fees reuired by, and comply with, all reporting and
other requirments of WRGIS relating to the Facilty or Green Tags. The Seller shal
ensur that the Facilty wil paricipate in and comply with durg the Term, all aspects of
WRGIS. The Green Tag Owner shall be responsible for any costs chaged by the qualified
reporting entity for the Facilty to paricipate in and comply with, durng the Ter, all
aspects ofWRGIS. The Gren Tag Owner shall, at its sole expense, use WREGIS as
reuired pursuant to the WREGIS Operatig Rules, including but not limited to those rules
related to effectuating the transfer of WREGIS Certificates and transferng such WREOIS
Certficates in accordance with WRGIS reporting protocols and WREGIS Operating Rules
and as required under this Agreement. Seller may either elect to enter into a Qualified
Reportng Entity Services Agreement with PacifiCoip in a form similar to that in
Exhibit 4.7(B) or elect to act as its own WREGIS-defined Quaified Reporting Entity. Seller
shall upon written request from PacifiCoip provide copies of all documentation submitted to
WRGIS in connection with the Facilty. Furter, upon notification by WREGiS or CAMD
that any transfers of Green Tags contemplated by this Agrement have not been recorded,
the Pares shall promptly cooperate in tag all reasonable actions necessar so that such
transfers can be recorded. Seller shall at its expense cause the Facilty to maintan its
registration in good standing with the Center for Resource Solution's Green-e program, or
17
Cedar Creek Wind UCN01POU
any successor program, thoughout the Term; provided, however that each Par shall (a) not
tae any action (other than the provision of trth informtion) to impair the Facilty's
good stading with such program and (b) shall provide such information as is reasonably
requested to maita such registration. The Pares shall reasonably cooperate in any
registration of the Facilty in the renewable portolio stadard or equivalent program in all
such further states and programs in which the Paries may wish to register or maintained
registere the Facilty by providing copies of all such informtion as resonably requird for
such registration. Neither Par represents or warrants that the Green Tags can be used for
any purpse. The Pares acknowledge that the Gren Tags may be subject to action by
Governental Authority and neither Pary is liable to the other Par for action taen by a
Governental Authority in connection with the Gren Tags that is not a result of a breach of
ths Agrement.
SECTIONS.PURCHAE PRICES
5.1 Energy Puchase Price. Except as provided in Section 5.3, PacifiCorp will pay
Seller Conformg Energy Purchase Prces or Non-Conforming Energy Purhase Prces, as
applicable, for Net Output adjusted for the month and On-Peak Hour or Off-Peak Hour and
the wind integration cost using the following formulae:
Conforming Energ Purchase Price = (AR * MPM) - WIC
Non-Conforming Energ Purchas Price = (AR * MPM) - WIC
Where:
AR =
Conformg Energy anual rate from Table 1, below, for the
year of the Net Output.
the lower of
85% of the Conforming Energy annual rate from Table
1 below, for the year of Net Output
AR
or
MPM =
85% of average of the daily Index Price for each day of
the month, or porton of month, of Net Output.
monthly On-Peak or Off-Pea multiplier frm Table 2 below,
that corresponds to the month of the Net Output and whether
the Net Outut occurd durg On-Pea Hour or Off-Peak
Hours.
WIC =$6.501M, the wind integration cost prescribed in
Commission Orer No. 31021.
Exple cácultions ar prvide in Exit G.
Table 1: Conform Ener Annual Rate
18
Ceda Creek Wind ILC-or Poi
Year Confonnng Energ
Annual Rate (AR")S/M
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
2033 132.64
2034 136.92
Table 2: Moth On-Pe-PeMul
Month On-Peak Off-PeakHoursRolin
Janua:r 103%94%
Febrarv 105%97%
Marh 95%80%
Aoril 95%76%
Mav 92%63%
June 94%65%
Julv 121%92%
Auirst 121%106%
Sentmber 109%99%
October 115%105%
November 110%96%
December 129%120%
5.2 Payment.
For eah Biling Perod in eah Cont Yea, PacifCo sh pay Seller as follows:
For deliver ofConfom Ener:
19
Ceda Creek Wind UC-NorPoi
Pa = (CF(),P'" CEPrpe/lOO)+
(æiF-'" CEPe/l00)
For deliver ofNon-Confonn Ener
Paent =(NCFerOi.Pca .. NCEPrce-pe 11 00) +
(N~-Pc *NCE-Pc/lOO)
Wher:
CEner =Coon Ener in kWh
CFPPrce =Co Ener Puha Price in $INCE=Non-Conforg Ener Puha Prce in kWh
NCEPrce =Non-Conforg Ener Puha Prce in $/
OnPea =the corrndig value for On-Pea Hour
Of-Pea =the corrndig value for Of-Pea Hour
5.3 Inert Ener. So long as accepce of Inert Energ doe not caus
PacifCoip to violate the terms of its Netork Trasmission Service and is consistent with
lnt Elecca Prce PacifiCoip wil acep Inert Ener, but wi no purha or pay
for Inadvertent Energy.
5.4 Aditional Compensation. Seller shall not be entitled to any compensation
over and above the Conforming Energy Puhase Prices or Non-Conformg Energy
Purchase Prices, as the case may be, for the Gren Tags associated therewith.
SECTION 6.OPERATION AN CONTROL
6.1 As-Built Supplement. Upon completon of any constrction afectig the
Facilty, Seller shl prvide PacifiCoip an As-built Supplement beg the stap of a Licensed
Professional Engineer that accurately depicts the Facilty as built. The As-built Supplement
must be reviewed and approved by PacifiCoip, which approval shall not unasonably be
witheld, conditioned or delayed.
6.2 Qperation. Seller shall operate and maita the Facilty in a safe maner in
accordace with the Generation Interconnection Agreement, Prudent Electrical Practices and
in acrdce with the reents of all applicable feder, st and loca law and th Natona
Electic Safet Code as such laws and code may be amended from time to time. PacifiCoip
shall hae no obligaon to pur Net Ouut fr the Facilty to the ext tle intennecton
be the Facilty and PacifiCoip's elecc sy is dicoecte sude or inte in
whole or in par, pursuant to the Generation Interconnection Agreement, or to the extent
geeron curlment is reui as a reult of Seller's non-cpliance with the Generon
Inteonnecon Agrement. PacifCoip shall have the right to inspe the Facility to confirm that
Seller is operating the Facilty in accordace with the provisions of ths Section 6 upon
renale notice to Seller. Seller is solely respnsible for the operation and matece of th
Facilty. PacifCoip shl not, by re of its decision to in or not to inpe the Facilty, or by
any action or inaction taen with respect to any such inspection, assume or be held reible
for any libilty or ocurce arsin fr the opeon and matece by Seller of the Facilty.
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Ceda Creek Wind, UC-NorPoi
63 Cuailment. PacifCo shal not be obligated to purchase, receive, pay for, or
pay any daages associated with, Net Output (or associated Production Tax Credits or
Envirnmental Attibutes) if such Net Output (or associated Prduction Tax Credits or
Envinmen Attbu) is not delivere to the Sys or Poin of Deliver due to any of the
following: (a) the interconnection betee the Facilit and the System is discnnecte,
sunde or inteimpt, in whole or in pa consist wi th te of the GeeronInteon Agen (b) the Traion Prvi or Netrk Sece Prvide di a
geer culmen reucon, or resph of generaon in the ar (whch would includ th Net
Ouut) for any ren, even if such curlment or re die is caed out by PacifiCoip,
which may fulfill such directive by acting in its sole discretion; or ifPacifiCoipculs or
otherse reuce the Net Ou in ord to mee its obligaons to the Traision Provider or
Network Serice Provider to operate within system limitations, (c) the Facilty's Output is
not received because the Facilty is not fully integrated or synchronized with the Syste or
(d) an event of For Majeu prven eier Par frm deliver or reving Net Ouut Seller
sh reonaly de the MW amount ofNet Ou curled purua to this Section 6.3 af
the fact baed on the amount of energy th could have be geera at th Facil an deliver to
PacifiCoip as Net Ou but th wa not gener and deliver becase of the curen Seller
sha dete th qutity of suh culed en ba on (x) the time and duration of the
curilment period and (y) wid conditions reorded at the Facilty durg the period of
curlment and the power cure spified for the Wind Turines as shown in Exibit A. Seller shal
promptly provide PacifCor wi acss to such infonnation and data as PacifiCorp may
reaonably requir to conf to its reasnable saacon the amoun of ener th wa not
gener or delivere bee of a culment described in this Section 6.3.
6.4 PacifiCorp as Merchant. Seller acknowledges tht PacifiCoip, actig in its
merchat capacity function as purhaer under this Agreement, has no responsibilty for or
contl over PacifCoip Trassion or any succsor Trassion Prvider.
65 Outages.
6.5.1 Planed Outage. Exce as otherwse provided herein, Seller shall not
schedule Planed Outge durg any porton of the months of November, December, Janua,
Febma, June, July, and Augu excet to the ext a Pla Outage is reasnaly reui to
enable a vendor to sati a gute reuirent in a siton in whch the vendor is not otherse
able to peoim the gu work at a tie oter th du one of the mont spifed above or to
the ext such Plaed Outae is reir in acrdce wi Prdent Elecca Prace. Seller
sh in Exbit D, prvide PacifiCoip with an anua for of Plaed Oues for eah Co
Yea at lea one (l) month but no more that thre (3) months, before the first day of that
Contract Year, and shall promptly update such schedule, or otherwise change it ònly, to the
extent that Seller is renably reuire to chae it in ord to comply with Pruent Eleccal
Prctces. Seller shall not schee more th one hundred fi (150) hour of Planed Ou for
each caendar year. Seller shall notify PacifiCorp of any deviation to the annual Planed
Outage schedule, above, on the Monday prceding the scheding week in whch the sooner of the
following wil occur: (a) the outage as preicted in the Planed Outage schedule; or (b) the
outage per Seller's revised plans. Such notice shall consist of a Monday-Sun, hourly
spreee showig the rese to Facil ctnen (M for that scheduling week. Seller
shall not schedule any matenace of Shar Intercnnecon Facilies durg Novembe,
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Cedar Creek Wind UC-NorhPoi
Dembe, Janua, Feb, June, July, or Augu without the pror wrtt apprval of
PacifiCorp, which approval may be reasonably withheld by PacifiCoip.
6.52 Maitenace Outs. If Seller reonaly dees th it is nesa to
schedule a Matenace Oue, Seller shall noti PacifCoip of the proposed Mace
Ouge as soon as practcale but in any event at lea five (5) days before the outa begi (or suh
shorer peod to which PacifCoip may renaly co in ligh of then exist wid condions).
Upon such notice, the Pares sh plan the Mace Ou to munaIly acmmod the
renale reen of Seller and the servce oblition ofPacifiCorp. SeIler shal ta al
renable mea and us commerialy reonale effort consistt with Pnident Eleccal
Prices to not scdue any Mate Oue du the followi peod: June 15 thug Jun
30, July, Aug and Sepmbe i thug Sebe 15. Sellershall include in suh notice of a
proposed Mantance Outage the exed st da and tie of the outae, the amoun of
geeraton capcity of the Facilty th will not be avlable, and the ex completion dat and
tie of the outge. Seller may provide notices under ths Secon 6.5.2 oraly. Seller shall confir
any such oral notification in wrting as soon as practicable. PacifiCoip shall promptly respond
to such notice and may request renale modcations in the schedle for the out. Seller
shal use all re.asnable effort to comply with PacifiCoip's requst to mod the schede for a
Matece Ou if such modificaon ha no substtial impat on Seller. Seller shall noti
PacifiCo of any subsent chaes in generon capaity of the Facilit durg such Manance
Outae and any chages in the Mace Out completon da and tie. Seller shall ta al
renable meas and exrcis its commerly reonale effrt consis with Prdent
Elecca Prces to miiz the fruency and duon of Mainteance Outges.
6.5.3 Forced Outes. Seller shall prmpty provide to PacifiCoip an ora
re via telephone to a numbe speifed by PacifCorp, of any For Ouge of th Facil. Such
reort shal include the amount of geeration cait of the Facilty th wil not be avaiable be
of the Forc Ou and the ex re da and tie of such generon capacity. Seller shall
promptly updte the rert as necessar to advis PacifCorp of change cirumce. If the
Forc Ou reul in more th 15% of the Facilty Caacity Ra of th Facilty being
unvaile, Seller sh co the ora rert in wrg as son as prcale. Seller sha ta al
renable mea and exercis it commercially reonble effort consist with Prde
Eleccal Pracces to avoid Forc Outages and to minimize their duration.
6.5.4 Notice ofDetigs and Outaes. Without limiting other notice
requirements, Seller shall notify PacifCorp, via telephone or via electronic mail, to a number
or email address specified by PacifiCorp, of any limitation, restriction, derating or out
known to Seller th afects the geertion cait of the Facilty in an amowi grter 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.
6.5.5 Effect of Outages on Estimated Output. Seller shall factor Planned
Ouge and Mace Outaes that Seller renably ex to encounter in the orar
cour of ope the Fac in th Scheuled Monthy Ener Deliver amounts in the Energy
Delivery Schedule set fort in Exhibit D.
6.6 Scheduling.
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Ceda Creek Wind ueNarPoi
6.6.1 Cooperation and Stada. With re to any and all scheduling
reuients in ths Agent, (a) Seller sha cope with PacifCorp with re to scheli
Net Out, and (b) eah Par sha design auton resetaves to communcat wi rega
to sculin and rela mat arsin heder.
6.62 Schedule Coordon. If as a reult of th Agrent, PacifCorp is
deemed by an RTO to be fincialy responsible for Seller's peorance under the Generon
Intennon Agrent due to Seller's lack of stdig as a "schedulg cordt' or oter
RTO regn designaton quifcaion or oth, then (a) Seller shll ac suh RTO
regn stdig (or shall contr with a th pa who ha such RTO recogn stg)
such 1h PacifiCo is no longe respnsible for Seller's performance under the Generaon
Intercnnection Agment, an (b) Seller sh deend, inmn and hold PacCorp haess
aga any liilty arg du to Seller's performance or failure to perform under the Generation
Inteconnection Agreement or RTO requirement.
6.7 Delivery Exceeding the Maximum GIA Delivery Rate. Seller shall not deliver
energy frm the Facilty to the Point of Deliver at a ra that exceds the Maxum GIA
Delivery Rate. Seller's failure to limit such delivenes to the Maximum GIA Deliver Rate
shall be a breach of a material obligation subject to Section 12. I .8.
6.8 Acc Rights. Upon reasnale prior notice and subjec to the pr sa
requirements of Seller, and Requirements of Law relating to workplace health and safety,
Seller shall provide PacifiCorp and its authorized agents, employees and inspectors
("PacifCorp Reprentaties") with renable acess to the Facil: (a) for the puse of re
or tetig metng equipment, (b) as necessar to witness any acce te, (c) for pwpses of
implementing Section 4.6, and (d) for other reasonable puroses at the reasonable request of
PacifCoip. PacifiCoip shall releae Seller ag and frm any and all any and all loss, fies,
penalties, claims, actions or suits, including costs and attorney's fees, both at tral and on
appea retig fr actions or omissions by any of the PacifCo Repves in connecon
with their access to the Facilty, except to the extet tht such daages are caused or by the
intentional or grossly negligent act or omission of Seller.
SECTION 7.MOTIV FORCE
Pror to the execution of this Agreement, Seller provided to PacifiCoip Wind Leases and a
motive force plan including an hourly wind profie acceptable to PacifiCorp in its reonable
discretion and attached hereto as Exhibit F-1. Within the (3) months after the Effective
Date, Seller wil provide a wind report from any of WindLogics, GL Garad Hasan, A WS
Truepower, LLC, or DNV Global Energy Concepts, Inc. certfyg that the implementation
of the fuel or motive force plan can reasonably be expected to provide fuel or motive force to
the Facilty for the durtion of this Agreement adequate to generate power and energy in
quantities necessar to deliver the Average Annual Net Output. Seller wil provide an
updated estirnateof Average Annual Net Output at the time it provides an amended Exhibit
A pursuant to Section 2.2.5 if Seller has selected different Wind Turbines.
SECTIONS.GENERATION FORECASTING COSTS
8.1 Foreas Service Elecon. PacifCoip may, in its discreon, add foreasng
services for Seller's Facilty to PacifiCoip's existing contract with a qualified wind-energy-
23
Ceda Creek Wind, IL-NOlPOI
pructon foreg vendor, which co and venr may change durg the te of1h
Agrement.
82 Seller's Forecas-Cost Shar. Puuat to Commission Order No. 30497,
Seller sh be reponsible for 500.1 ofPacCorp's cost of adg suh forg seces
C'Seller's Forecat-Cost Share") up to Seller's Capped Forecat-Cost Shae.
8.3 Cap on Seller's Foreas-Cost Sha. Seller's Foreas-Cost Sha for a given
Contract Year is capped at 0.1 % of total payments made by PacifiCoip to Seller for Net
Output durng the previous Contrct Year ("Seller's Capped Foret-Cost Share"). If the las
Contract Year of this Agrement is shorter than a full calendar year, the cap wil be prorated
for that shorted yea. For the yeas) pror to the send Contract Yea of ths agement that
eq a:f caenda yea, Seller's For-Cst Sha is ca at 0.1% of es payments for
Net Output based on the Energy Delivery Schedule.
, 8.4 Paymnt. Seller shall pay to PacifiCoip Seller's Forecast-Cost Shar
uncapped by Section 8.3 for each Contract Year in equal payment for each month of such
year except the last month of such year. (For example, in a Contract Year equaing a full
calenda year, Seller would pay 111 Ith of Seller's For-Cost Shar dur ea of the fi 11
month.) In the la month of each Cont Yea, PacifiCoip sh red to Seller the amount paid
by Seller under ths Section in excess, ifany, of Seller's Cape Forect-Cost Sha. For a
Contrt Yea encompassed by just one caendar month, Seller's payment to PacifiCorp and
PacifiCoip's refund to Seller shall be calculate and paid simultaeously. To the extent
practicable, payments and reds uner th Secon shal be include in moy payment and
invoices unde Secon 10.
SECTION 9.METERIG: REPORTS AND RECORDS
9. i Metering Adjustment. Metng wil be perormed at the location specified in
Exhibit B and in the maer specified in the Generator Interconnection Agreement. All
quatities of energy purchased hereunder shall be adjusted in accrdance with Addendum
L, so th the pW'ha amount reflec the net amount of power flowig into the Sys at the
Point of Delivery. 1
92 Metg Errs. If any inons or test ma purt to the Geer
Interconnection Agreement discloses an error exceeding two percent (2%), either fast or
slow, proper corrtion, based upon the inaccuracy found, shall be made of previous readings
for the actal period durng which the metering equipment rendered inaccurate
measurements if that penod ca be asceed. If the ac penod canot be asd, the
proper coITion shall be ma to the meaen taen durg the tie the metng equient
wa in serice since last tested, but not exceeding thee Biling Periods, in the amount the
metenng equipment shall have been shown to be in err by such test. Any corrcton in bilings
or paymen reultig frm a coiron in the metr rerds shal be mae in the nex monty
biling or paymen rendered.
i If staon seice is suppüed via se :filties, PacifiCorp will deduc staon sece frm th met fali
output to calculate Net Output.
24
Cedar Creek Wind UC-NorPoi
93 Telemetg. In acrdce wi the Geertion Intennection Agrent,
Seller shall provide telemetering equipment and facilties capable of transmitting to
Trasmission Provider (who wil share it with PacifiCoip as authorized by Exhibit H,
"Seller Autoron to Relea Geeron Dat to PacifCoip'') th followig inoiaton
concmigthe Facilty on a real-tie basis, and wil operate such equipment when requested
by PacifiCoip to indicate:
(a) instaeous M W output at the Point of Delivery;
(b) Net Output;
(c) the Facilty's total instataneous generation capacity; and
(d) wind velocit at tuine hub heigh
Seller shall also transmit to PacifiCorp any other data from the Facilty that Seller reeives
on a real-time basis, including meteorological data, wind speed data, wind direction data and
gross output data. Seller shall provide such real-time data to PacifiCoip in the same detail
that Seller reeives the data (e.g., if Seller receives the data in four second intervals,
PacifCorp shall also receive the data in four second inteals). PacifiCoip shall have the
right frm time to time to reui Selle to prvide addiona telemet equipient and failties
to th ext ne and reasonable.
9.4 Monthly Report and Logs and Oter Inormation.
9.4. i Report. Wit th (30) calenda days afer the end of each Biling
Period, Seller shall provide to PacifiCoip a report in electronic fonnat, which report shall
inlude (a) smnares of the Facili's wid and outp data for the Biling Perod in inteal not to
exce one hou (or such short peod as is renably possible with commercially available
tehnology), including information frm the Facilty's computer monitoring systm;
(b) sumaries of any other significant events relatd to the conston or opeon of th
Facilty for the Billig Perod; (c) det of Avaiilty of the Facilty for the Biling Perod
sufcient to caculat Availabilty and includi hourly average wind velocity measurd at
tubine hub height and ambient ai te; and (d) any surtg inonntion th
PacifiCoip may frm tie to tie renaly reue (includ hirica wid da for the Facilty).
9.42 Elecnic Fault Log. Seller shl maita an electrnic fault log of
opons of the Facili durg eah hour of th te of th Agent commencing on the
Commercial Opation Date. Seller shal provide PacifCoip with a copy of th elecnic faut log
with th (30) calenda days aftr the end of the Bilin Period to which the fault log applies.
9.43 Upon the reues ofPacifCorp, Seller sha provide PacifiCoip the
manufactuers' gudelines and recommendations for maintece of the Facilty equipment.
9.4.4 By eah Janua 10 followig the Commercial Opraion Dat Seller sha
provide to PacifCoi wrtt cecaon tht Seller ha completed all the manufactuers'
guidelines and recommendations for maintenace of the Facilty equipment applicable to the
previous caendar year.
25
Cedar Creek Wind UC-NorPoi
9.4.5 At an tie frm the Efecve Da, one (1) ye's advance notice of the
teination or exiraton of any agrment includig Wind Lees, puruat to which the Facili
or any equipment relatg ther is upon the Facili site; prvide th the forgoin doe not
auori any ealy teaton of any land lea.
9.4.6 As soon as it is known to Seller, Seller shal dilose to PacifCoip, the
ext of any mateal violation of any envirnmenta laws or reguons arsin out of the
constrcton or operation of the Facilty, or the presence of Envinmental Contaaton at the
Facilty or on th Prise, allege to ex by any Goveren Autority having jursdicton over
the Prmises, or the preset exce of, or the occunce durg Seller's occupancy of the
Prmise of, any enorcent, lega, or reguatry acon or pro relatg to such aleged
violation or alege presence of Ennmen Containon preny ocung or havin
ocur dur the peod of time that Seller has occupied the Premises.
9.5 Mantece of Me Equipment To th ex not oterse prvided in the
Geerator Interconnection Agrment, PacifiCoip shall inspect, test, repair and replace the
metring equipment periodically, or at the request of Seller if Seller has reon to believe
metrig may be off an reuest an inon in wrti. To the ext not otherse provided in
the Genertor Interconecon Agrment all PacifiCoip's costs relatig to designing, inling,
maitanin, and repaig metg equipmen ined to acommodate Seller's Facilty shall be
borne by Seller.
9.6 WREGIS Metering. Seller shall cause the Facilty to implement all necessa
generation inormation communications in WRGIS, and report generation information to
WRGIS puruat to a WRGIS-approved meter that is dedicated to the Facilty and only
the Facilty.
SECTION 10.BILLINGS. COMPUTATIONS AN PAYMNTS
10.1 Payment for Net Output. On or before the thireth (30t) day following the
end of each Biling Period, PacifiCoip shall send to Seller payment for Seller's deliveries of
Net Ou to PacifCoip, together with computons supprtg such payment PacifiCorp may
off any such payment to reflect amounts owig frm Seller to PacifCoip pWuat to ths
Agrent or the Geeron Intennecon Agrent. Any such offet shl be sely
itemied on the sttement accompanying each payment to Seller.
10.2 Annual Invoicing for Output Shortall. Thirt calenda days aft the end of
each Contr Year, PacifCoip shl delier to Seller an invoice showi PacifiCoi's coputon of
Output Shortall, if any, for all Biling Perods in the prior Contract Year and Output
Shortall Damages, if any. In preparg such invoices, PacifiCorp shall utilze the meter data
provided to PacifiCoip for the Contract Year in question, but may also rely on historical
averages and such oth informon as may be available to PacifiCoip at the tie of invoice
praration if the met da for such Cont Yea is then incomplet or otherse not avalable. To
th exnt reui, PacifiCoi shall prpare any such invoice as promptly as praticable followig
its reccipt of actual results for the relevant Contract Year. Seller shall pay to PacifiCoIp, by
wire trsfer of imedly available fuds to an acunt speified in wrtig by PacifCoip or by
any oter mea ag to by the Pares in wrti fr tie to tie, the amount se fort as du in
such invoice, and shall within thir (30) days after receiving the invoice raise any objections
26
Ceda Creek Wind UC-NorhPoi
regadig any dispute porton of the invoice. Objections not mae by Seller with the th-day
period shall be deemed waived.
103 Intert on Overdue Amounts. Any amounts owig afr the due date therf
shall bear interest at the Prie Rate on the date the amount bee due, plus two percent
(2%), frm the date due until paid; provided, hoever, tht the interest rate shall at no time
exceed the maximum rate allowed by applicable law.
10.4 Disputd 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
speific bais for the dispute and, if the invoice shows an amount due, shal pay tht porton of
the statement that is undisputed, on or before the due date. Any such notice shall be provided
within two (2) yea of the da of the invoice in which the eir fi occ. If any amount
dite by such Par is detnnined to be due to the oth Par, or if the Pares relve the
payment dispute, the amount due shall be paid within five (5) days afr such detennination
or resolution, along with interest in accordace with Section 10.3.
SECTION 11. SECURTY
i 1. i Delay Securty:
11.1.1 Du to Post Seeurtr. By the da provide in Section 2.2.2, Seller shl
post a Letter of Credit, cash or a parenta guanty, each in a fonn accetable to PacifiCoip, in
the amount calculat puruat to Seion 11.1.2 (''Delay Securi). To the ext PacifCoip maes
a drwig under the Delay Securty, SeJler sha, with fift (15) caenda days, restre the Delay
Securty as if no such dedcton had occured.
11.1.2 Caculaton of Delay Seeurtr. The dollar value of Delay Sec shl
equal the grter of: (1) fort-five dollar ($45) multiplied by the Maum Facilty Deliver Ra
with the Maum Facilty Deliver Ra being mea in kW (b on the fi Facilty
Cait Ra deed by Janua 31,2012); or (2) the su of the prct, for each of th fi
th caenar month af the Scheduled Commercial Operation Date, of:
the energy in the Initial Year Energy Deliver Schedule for the month (kWh)
multiplied by the monthly weighted average On-Peak and Off.Peak
Confonning Ener PuhaPrce fo the moth ($I) divide by 100.
Such amount shall be fixed upon exeeution of this Agreement.
11.3 Righ to Drw on Secur. PacCoip shal have the right to drw on the
Delay Securty to collec Delay Liquida Damages. Coinencing on or abut fi of eah month
PacifCoip will invoice Seller for Delay Liquida Damages incur if any, durg the preceng
mon. If incient Delay Securty is available, Seller shal pay PaifCor for invoice Delay
Liquida Damage no later th five busines days afr reiving suh invoice. The Pares will
make bilings and payments for Delay Liquidated Damages in accordance with Section 10.
11.1.4 Paral Releae of Delay Securtr. Provided tht Seller ha maitaed
Delay Secuty in acce with Section 11.1.1, PacifiCoip shal releas one-thir of the original
amount of Delay Security stated in Secon 11.1.1 each time Seller accomplishes a milestone
(a) or (b), below:
27
Cedar Creek Wind, UC-Nor Poi
(a) Seller ha (i) execut th Geeraon Internnecon Agrent
with Tramission Provider; and (ii) paid in full any interconnection and/or sym upgre
cost Seller is obligate to pay in adance of innnon construction.
(b) Seller ha pour the concr foundaton at eah of its planed
individua Wind Turbine locations.
PacifiCorp shall make the parial refud of Delay Security required above within ten business
days of the date Seller provides PacifiCoip wrtt notice (along with sary documentaon
therf) th it ha acmplishe milesne (a) or (b) abve.
11.1.5 Full Relea of Delay Sety. Unless PacifiCo disput wheter Seller
ha pad al Dela Liquida Damge, PacifCoip shl releae al reaig Delay Security upon
the earlier of the 30t calenda day followig commencement of Commerial Opaton or the
60 caendar day followig PacifiCoip's teinion of this Agreement.
11.1.6 Defa. Sellers falur to post and ma Delay Secunty in acrdce
with Secon 11. I will constu an even of defat, unes cur in acrdce with Secon 12. 1.1 ofth Agren
11.2 Default Security (Levelied Pricing Only). (Reserved)
SECTION 12. DEFAULTS AN REMEDIES
12.1 The following events shall constitute defaults under this Agreement:
121. Non-Payment A Par's failur to make a paent when du unde ths
Agrement or post and mainta security in conformance with the requirements of Seon 1 i or
mata ince in confoimance with the reuimets of Section 14 of th Agent, if th
falur is not cur with ten (10) business days aft the non-defaulting Par gives the
defaultig Par a notice of the default.
12.12 Breach of Representation. Breach by a Par of a represntation or
waty se for in ths Agrment, if such falur or brh is not cur within th (30) days
following written notice.
12.13 Default on Oter Agrents. Seller's failur to cur any default under th
Geeron Inecon Agemen or any oth agent beee the paes related to ths
Agrement, the Genertion Internnection Agrent, or the Facilit with the tie alowed for a
cur uner such agent or insten.
12.1.4 Insolvency. A Par (a) makes an assignent for the benefit of its
crors; (b) fies a petion or otherwse commence, authories or acuiesces in the
commencement of a pree or caus of acon unde any bapt or simlar law for the
proteon of crditors, or ha such a petion fied agai it and such petion is not withdrwn or
dismissed within six (60) days afer such filing; (c) becomes insolvent; or (d) is unable to pay
its debts when due.
28
Ceda Creek Wind, UC-NorPoi
121.5 Maal Advere Chge. A Maal Adver Ch ha occ with
respe to Seller and Seller fails to provide such perfonnance assurances as are renaly
re by PacifCoip, with th (30) days frm the da of such re
12.1.6 Sale to Th-Par. Seller's sale of Net Ouut to an enti other th
PacifiCorp, as prohibited by Section 4.2.
12.1.7 Non-Delivery. Unless excused by an event of Forc Majeur (includg
PacifiCoip's brh ofits obligaons under th Agrent), Seller's falur to delier any Net
En for th coutve caenda month.
12.1.8 A Par oter fa to peonn any matal obligaon (includg bu not
limte to faiur by Seller to meet any dealine set fort in Secon 2.2.1 thugh 2.2.9) imse
up th Par by th Agent if the falur is not cur wi th (30) days af the no-
defaulg Par gives the defatig Par notice of the defat
12.1.9 Seller fails to achieve the Commercial Opraton Date by the 91 st day
following the Scheduled Commercial Opation Date, provided, however, that, upon wrttn
notice fr the defaug Par deliver pror to the ninet-firs (91 st) day of delay, th niet (90)
day perod shall be extended by an additional one hundred and fift (150) days if (a) Seller ha
pourd the concre foundaon at eah of it planed indidua wi tuine locaons and (b) Seller
replenishes Delay Defalt Secur in acrdan with Secon 11.1.1. Seller shal cotiue to acnie
Delay Liquida Daes in acrdce with Seon 2.5 (Dlay PrcetIes the Delay Value) unl
the Prjec acmeves Coerial Opraon or this Agreement is tenninated.
122 In the event of any default hereuder, the non-defaultig Par must notify the
defaulting Par in wrting of the cirumce inicatg the default and outling the
requirements to cure the default. If the default has not been curd within the prescribed time,
abve, the non-defaultig Par may te ths Agent at it sole dion by deliverg
wrtten noce to the oter Par and may pure any an all lega or eqtale redies prvide by
law or puua to this Agrment The rights provided in ths Secon 12 ar cuulative such th the
exerise of one or more righ shl not costte a waer of any oter rights.
12 In the event th Agreement is tete because of Seller' s default and Seller
wishesto again sell Net Output from the Facilty using the same motive force to PacifiCoip
following such tennination, PacifiCoip in its sole discretion may require that Seller do so
subject to the temi of th Agen includig but not li to the puha prce as se fort in
(Secton 5), until the Exirtion Dat (as set fort in Section 2.1). At such tie Seller and
PacifiCorp agree to execute a wrtten document ratifyg the terms of this Agrement.
12A If ths Agrent is teate as a resut of Seller's default, in addition to and not
in limitation of any oter right or remedy under this Agreement or applicable law (including
any right to set-off counterclaim, or otherwise withhold payment), Seller shall pay
PacifiCorp Ouut Shortll Dam for a period of eighte (18) months frm th da of
teinon plus the estimated administative cost to acquire the relacement power. The
Paries agree tht the daages PacifiCorp would incu due to teon reultig frm Seller's
default would be diffcult or impossible to predict with certty, and that the daages in this
Section 12.4 are an appropriate approximation of such daages.
29
Cedar Creek Wind, UC-NOI Poi
12. Recoupment of Damages.
(a) Default Securty Available. If Seller ha posted Default
Securty, PacifiCoip may draw upon that securty to satisfy any damages, above.
(b) Defat Sec Unavailable. If Seller ha not po Default
Sety, or ifPacifCoip ha exus the Default Securty, PacifCoip ma collec any re
amou owig by pay wildin fu paymen to Seller over a reonable peod of tie.
PaifCo and Seller shl worl together in good faith to eslish the peod, and monthy
amounts, of suh witholding so as to avoid Seller's default on it commercial or fiing
agen nesa for its contue operaon of the Facilty.
12.6 Upon an event of default or mn event resulting from default under ths
Agrment, in addition to and not in limitation of any other right or remedy under this
Agreement or applicable law (including any right to set-off, counterclaim, or otherwise
withold payment), th non-defaulti Par may at its option set-off agai any amounts owed to
the defaultig Par, any amounts owed by the defaulting Part under any contract(s) or
agent(s) beee the Pares. The obligaons of th Pares sh be deemed sasfed and
died to the ext of any suh se-off The non-defati Par shal give the defaultig Par
wrttn notice of any set-off but faur to give such notice sha not afec the validity of the set-
off.
12.7 Amounts owed by Seller pursuat to this Section 12 shall be due within five
(5) business days afr any invoice frm PacifCoip for the same.
SECTION 13.INDEMNIFCATION: LIAILITY
13.1 Indemnities.
13.l.l Inde by Seller. Seller shal relea, indefy and hold haess
PacifiCoip, its dirctors, offcers, agents, and reprsentatives against and from any and all
loss, fies, peties, cla, actions or suts, includig co and attey's fee, both at tral and on
appe, reultig frm, or arsin out of or in any way connec wi (a) the energy delivered by
Seller under this Agreement to and at the Point of Delivery, (b) any facilties on Seller's side
of the Point of Delivery, (c) Seller's operation and/or maintenance of the Facilty, or (d) arsing
from Seller's breach of this Agrement, includng wiout limtaon any loss; cla acon or suit,
for or on actm of injui, bodily or otherwise, to, or death of, persons, or for damage to, or
destrction or economic loss of propert belongig to PacifiCoip, Seller or others, exceptng
only such loss, clai, action or suit as may be caused solely by the fault or grss negligence of
PacifiCoip, its directors, offcers, employees, agents or representatives.
13.12 Inde by PacifCorp. PacifiCoip shl relea inde and hold
haless Seller, its dirrs, offcers, agent, lenders and rentaves agin and frm any and
all loss, fmes, peties, claims, acons or suits, includig cost and atrney's fee, bo at tr an
on appeal, resulti fr, or arsing out of or in an way connecd wi the ener deliver by
Seller under ths Agren af the Point of Deliver, includi wiout limitation any loss, cla,
acon or suit, for or on accoun of injui, body or otheise, to, or death of, persns, or for daag
to, or deston or ecnomic loss of prope, excepting only such loss, clai, acon or suit as
30
Cedar Creek Wind, UC~NOfPoi
may be ca solely by the fat or grss negligence of Seller, its dirs, offce employes,
agents, lenders or representatives.
132 No Dedication. Nothing in this Agreement shall be constred to create any
duty to, any stadard of car with reference to, or any liabilty to any person not a Par to
this Agrement. No undertaking by one Par to the other under any provision of this
Agrement shall constitute the dedication of that Par's system or any portion thereof to the
other Par or to the public, nor afec the st ofPacifCoip as an indepdent public utlity
coipraon or Seller as an independent individual or entity.
133 No Waranty. Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confiration by
PacifiCoip and PacifCorp maes no waes, exssed or implied, regarding any aspe of
Seller's design, specifications, equipment or facilties, including, but not limite to, safet,
duilty, reliabil, stgt cait, adequay or ecomic feaibilty.
13.4 CONSEQUENTIA DAMGES. EXCEPT TO TH EXTET SUCH
DAMAGES ARE INCLUDED IN TH LIQUIATED DAMAGES, DELAY DAMGES,
OR OTI SPECIFJE MEURE OF DAMGE EXRELY PROVIED FORINTI
AGRME, NETI PARTY SHA BE LIALE TO TI OTH PARTY FOR
SPECI PUN INIR, EXIAY OR CONSEQUE DAMGE,
WHTHR SUCH DAMGES AR ALLOWED OR PROVIED BY CONTRCT,
TORT (ICLUDING NEUGEæ), S'ICTLIAILIT, STATU OR OTWIE.
SECTION 14.INSURACE
14.1 Certificates. Prior to connecton of the Facilty to the System, Seller shall
secur and contiuously ca insurance in compliance with the requirements of this Section.
Seller shall provide PacifCoip insurance certificate(s) (of "ACORD Fonn" or the equivalent)
certying SeHer's compliance with the insurance requiements hereunder. Commercial
General Liai lit covere wr on a "clai-mae" bais, if any, shal be spificaly ideed on
th certcate. If reues by PacifCorp, a copy of eah ince policy, cered as a tie copy
by an authori representative of the issuing insurce compay, shall be fushed to
PacifiCoip.
142 Reguired Policies and Coverges. Without limitig any liabilties or any other
obligations of Seller under this Agreement, Seller shall secure and contiuously cary with
an insurance company or companies rated not lower than "A-:VII" by the A.M. Insurance
Report the insurance coverage specifed below:
142.1 Commerial Ge Liablit inurce, to include cotrtul liabilty,
with a minimum single limit of $ i ,000,000 per occurrnce to protect against and from all loss
by reon of injur to pesons or daag to prpert bas up and arising out of the activity
under this Agreement.
142. All Risk Propert inurce providig covemge in an amount at leas
eq to 80% of the relament value of the Facilty agst "al ri" of physica loss or daage,
including coveme for ea movement, flood, and boiler and mahier. The Prpe policy may
cont sete sub-liit an deucbles subject to ince compay undertig guidelines.
31
Ceda Creek Wind, UL-NorPoi
The Risk Policy will be maitained in accordace with terms available in the insurance market
for similar facilties.
143 The Commercial General Liabilty policy reuir herin shal include
(i) prvision or endorsements naming PacifCoi, its Boa of Direcrs, Ofcers and employe
as additional insureds, and (ii) cross liabilty coverage so that the insurace applies
separately to ea in agat wh clai is ma or suit is brught, even in intace wher
one inur claims agaist or sues another insure.
14.4 All liabilty policies required by this Agreement shall include provisions that
such insurnce is primar insurance with respect to the intests ofPacifiCorp and that any
other insurance maintained by PacifiCoip is excess and not contributory insurance with the
insurce required hereunder, and prvisions tht such policies sh not be caceled or their limts
of liabilit reuce wiout (i) te (l0) business days pror wrtt notce to PacifCorp if caceled
for nonpayment of premium, or (ii) thir (30) business days prior writtn notice to
PacifiCoip if canceled for any other reason.
14.5 Commercial Geer Liabilit ince coverage provided on a "cla-made"
basis shall be maintained by Seller for a minimum period of five (5) years after the
completon of this Agren and for such otr lengt of tie necsa to cover lilities ansing
out of the activities under this Agreement.
SECTION 15.FORCE MAUR
15.1 As used in this Agreement, "Forc Majeure" or "au event of Force
Majeure" means any cause beyond the reasonable control of the Seller or ofPacifCoip
which, despite the exercise of due diligence, such Par is unable to prvent or overcome. By
way of exaple, Force Majeur may include but is not limited to acts of God, flood, storms,
wars, hostilties, civil stfe, stes and other labor distes, eaquas, fire, lightng,
epidemics, sabtage, ret by cour order or other delay or faiur in 1he peormce as a reult
of any acon or inaction on behalf of a public authority which is in each case (i) beyond the
reasonable contrl of such Par, (ii) by the exercise of reasonable foresight such Par could
not reasonably have been expected to avoid and (ii) by the exercise of due dilgence, such
Par shall be unable to prevent or overme. Fore Majeu, however, speifcay exclude the
cost or avaabilit of fuel or motive force to operate the Facilty or chages in market conditions
that affect the price of energy or trsmission. If either Par is render wholly or in par unable
to perform its obligation under ths Agren beaus of an event of Fore Majeur, both Pares
shal be excused from whatever performance is affected by the event of Force Majeure,
provided that:
15.l.1 the non-peifrr Par, sh as soon as prcale but no la than with
tw (2) weks aftheocuice of the Force Majeur, give the other Pary wrtten notice
describing the pariculars of the occurnce, including the start date of the Force Majeure, the
cause of Force Majeure, whet the Facil re paaly operationa and th ex en da
of the Fore Majeure;
15.12 the supesion of perormance shall be of no grater scope and of no
longer duration than is required by the Force Majeur;
32
Ced Creek Wind, UC-NorPoi
15.1.3 the non-peonn Par uses it be effort to reed its inilit to
perform; and
15.1.4 the non-peong Par shl provide prmpt wrtt notce to the other
Par at 1he end of the Forc Maeur event detag the en da, ca therf, dae ca ther
by and any re th we reui as a re of th Forc Maeu event, and the end date of the
Force Majeure.
15.2 No obligations of either Par which arse befor the Forc Maeur causing th
suspesion of performance shall be excused as a result of the Force Majeur.
15.3 Neither Par shall be reuied to settle any stike, walkout, lockout or other
labor di on te whch, in the sole judgment of the Par involved in the di, ar co to
the Par's best interests.
SECTION 16.SEVERA OBLIGATIONS
Nothing contained in this Agreement shall ever be consted to create an association, trst,
paership or joint ventue or to impose a trt or paership duty, obligaon or liabilty
between the Pares. If Seller includes two or more paries, each such party shall be jointly
and severally liable for Seller's obligations under this Agreement.
SECTION 17.CHOICE OF LAW
Th Agrement sh be intere and enorced in accrdce with the laws of the stte ofIdaho,
excluding any choice of law rules which may direct the application of the laws of another
jursdiction.
SECTION1S.PARTIA INALIDITY
It is not the intention of the Pares to viola any la goverg the subjec ma of this
Agrent If any of the tes of the Agrent ar fiy held or deted to be invaid, ilega
or void as being cont to any aplicale law or public policy, all other te of the Agrment
shal remai in effect. If any ter ar fiy held or deterined to be invald, ilega or void, the
Pares shal ente into negotions conce th te afec by such deision for the purse of
achievin conformty with reuien of any applicale law and the intent of the Paries to this
Agreement.
SECTION 19.WAIVER
Any waiver at any time by either Par of its rights with respect to a default under this
Agrment or wi respec to any oth ma wing in connecon wi th Agen mus be in
wrtig, and such waiver shall not be deed a waiver with repect to any subsuent default or
other mattr.
SECTION 20.GOVERNNTAL JURISDICTION AN AUTHORITIONS
PacifCo's compliance wi the tes of ths Agrent is codioned on Seller's submssion to
PacifCoip pnor to the Conueria Opraon Date of copies of all loc, st and fe license
perits and other approvals as then may be requir by law for the constrction, operaon and
33
Cedar Creek Wind UC-NorPoi
maitenance of the Facilty. Failur to mata such lawf st afr the Commerial Opon
Date sha be an event of det, subjec to Secon 12.
SECTION 21.SUCCESSORS AN ASSIGNS
21.1 Th Agrent and all of the te and prviions herf shall be bindig up an
inur to 1he benefit of the respective successors and assigns of the Paries hereto, except that
no assignent heref by either Par shl beme effecve wiout the wrtt const of both
Pares being fi obted. Suc const shl not be unnably witheld; provided tht the
Paries agree that commercially reasonable wrttn amendments to the Exhibits to ths
Agrement and such other wrttn updates to the information contaed therein related to the
Facilty may be made in the event of any assignent of this Agreement pursuant to the terms
of thIs Section 21.1. Notwding th fi setece of th Seon, (a) any entity with whch
PacifiCoip may consolidate, or into which it may mere, or to which it may conveyor transfer
substatially all of its electrc utilty assets, shall automatically, without further act, and
without need of consent or approval by the Seller, succeed to all of PacifiCoip' s rights,
obligations, and interests under this Agreement and (b) Seller shall have the right to assign
ths Agrement, subject to PacifiCoip's wrtten consent, which consent shall not be
unasonably witheld or delayed, for collateral security puroses to one or more financing
entities (or a collateral agent acting on their behalf) providing financing to Seller for the
Facilty, in which event PacifiCoip agrees to provide a wrtten consent in favor of Seller's
financing entities in form and substace simlar to consents executed by PacifiCoip in
connecton with non-recoure project financings. This aricle shall not prevent a fiancing
en with recorded or securd rights frm exerising al rights and reedies available to it under
law or contract. PacifiCorp shall have the right to be notified by the financing entity that it is
exercising such rights or remedies and all such other rights as provided in the writtn
consent.
21.2 Notwithstading Section 21.1, Seller shall have the right to hold in abeyance,
subject to termnation as provided in this Section, this Agrement and may autorize
Ridgeline Energy, LLC or its designated affliate (such assignee referrd to here in ths
Agreement as "Ridgeline") to execute the agreement in Addendum M (the "Amended and
Restated Power Purhase Agreement") at any time prior to Januar 31, 2012 by the delivery
of a writtn notice to PacifiCoip designating such abeyance of ths Agreement and execution
ofthe Amended and Restate Power Purchase Agreement (the "Assignment Notice").
Within five (5) days of receipt of the Assignent Notice, PacifiCoip shall execute and
deliver to Ridgeline the Amended and Restate Power Purhase Agreement with the
inserion of the name of the seller and the effective date of such Amended and Restate
Power Purhase Agreement, which shall be the later of (a) the date the notice was provided
to PacifiCoip or (b) the Effective Date. Upon execution of the Amended and Restated Power
Puchase Agreement by Ridgeline as provided in this Section, ths Agreement shall be held
in abeyance (during which time CCW shall have no rights hereunder). IfRidgeline
teinates the Amended and Restated Power Purchase Agrement on or before Januar 5,
2013, then this Agreement shall be reintated and of full force and effect. IfRidgeline fails
to terminate the Amended and Restated Power Purchase Agrement on or before Januar 5,
2013, ths Agreement shall be automatically terminated.
34
Ceda Creek Wind, UC-NorPàr
SECTION 22.ENTIR AGREEMENT
22. 1 Ths Agren supe all pror agen, prpos, rerentons,
negotiations, discussions or letters, whether oral or in writing, regading PacifiCoip's
purchase of Net Output frm the Facilty. No modification of this Agrment shal be
effective unless it is in wrting and signed by both Pares.
22.2 By execut ths Agrment, each Par releaes the other from any claims,
known or unknown, that may have arisen prior to the execution date of this Agreement with
respect to the Facilty and any predecessor facilty proposed to have been constcted on the
site of the Facilty.
SECTION 23. NOTICES
All notces except as otherse prvide in ths Agrent shl be in wr sha be did as
follows and shall be considered delivered if delivered in person or when deposited in the
U.S. Mail, postage prepaid by certfied or registered mail and retu receipt requested.
Notice PacifiCorp Seller
All Notices PacifiCoip Ceda Creek Wind, LLC
825 NE Multn Str Portd,
OR 97232
Att: Cont Admin,Att: Richard W. Burkhardt
Suite 600 Phone: (206) 780~3551
Phone:[phone] Facsimile: [phone]
Facsimile: [phone] E-mail:
E-mail:rburkhardt(?sumitpower.com
J)uns: 00-790-9013 Duns: 83~297-9483
Fed Tax ID Num: 93-46 Fed Tax ID Num 80 0326531
Notices PacifiCorn Seller
All Invoices:Att: Back Offce, Suite 700 Att: Vici Hall, General Accounting
Phone:[phone] Manager
Facsimile: (503) 813 -5580 Email:
accountingt'summitpower.com;
vhal1Càlsummitower .com
Phone:[phone]
Scheduling:Att: Resour Pla Sui 600 At: Thoma Caern
Phone: (503) 813 - 6090 Facsimile:(702) 360186
[phone] tcer"wer.com
Payments:Att: Back Offce, Suite 700 Att: Vici Hall, General Accounting
Phone:[phone] Manager
Facsimile: [phone] Email:
35
Ceda Creek Wind, UC-Nar Poi
accountingßumritpower.com;
vhallØ)summitpower .com
Phone:[phone]
Wir Trr:Ban One N.A.Ban Wells Fargo
To be prvide in se let fi To be prvided in se let fi
PacifiCorp tQ Seller Seller to PacifiCorp
Credit and Att: Cr Ma, Sui 700 Att: Richard W. Burkhardt, Chief
Collecons:Phone:(S03)813-5684 Facsimile:Financial Offcer
[phone] Email: rburkhardtØ)summitpwer.com
Phone:[phone]
Wit Additna Att: PacifCo Geer Counel Att: Vici Hall, General Accounting
Notice of an Phone:[phone] Facsimile:Manager
Event of Deul [phone] Email:
or Potential Event accountin~(tsummitpower.com;
of Deult to: vhall(tsummitoower.com
Phone:[phone]
The Pares may change the person to whom such notices ar addressed, or their addrsses,
by providing wrttn notices thereof in accordance with this Section.
36
~ ~ I" 1.Pi
In wrns WHBP, tb PaOl havo ca du A¡ to be duy euteas ofth da føs &bw wr
PACIt. CE CUR WlN1, LL11 Or . Dc lim lil QO
(t By:
Nam: ~c.nde MH~.1t
A-I
Ceda Creek Wind UC-N01Pòi
EXHBIT A
DESCRIION OF SELLER'S FACILITY
Seller's Facilty consists of34 wind tubine generator(s) manufactured 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 or Phases: Th
Rated Output (kW): 2,300 Rate Output (kVA): 2,555
Rated Voltae (line to line): 7S0V
Rate Current (A): Stator: Convertr Supply Curnt: 1953A; Rotor: 2070 A
Maxmum kW Output: 2300 kW Mamum kV A Output: 2555kVA
Minimum kW Outpnt: _40_ kW
Manufacturer's Published Cut-in Wind Speed: 4 meters/second
Facilty Capacity Rating: 78,200 kW at or above rated wind speed and below cut-out
speed
Maximum Facilty Delivery Rate: _77,418 kW at PacifiCoip Goshen
Substation at 345 kV
Maximum GIA Delivery Rate 133,400 - instataeous kW (combined with the other Ceda
Crek Project described in Addendum L)
Identify the maxum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating: Maximum generator output is 2300 kW (same as
Nameplate Capacity Ratig)
Station service requi..ements, 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 North Point is approximately 175 kW. Cutout loads would be infrquent 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: 430 18.506' Latitude, 11200.527' Longitude WGS84.
Locations of each turbine tower relative to other qualifyng facilties owned by Cedar Creek
Wind showing Cedar Creek Wind's compliance with the spacing requirements in 18 C.F.R. §
292.204 ar attched 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 ofmanufactur's Power Cure (Rev. 4, June 2010) for the Siemens
SWT-2.3-10L. PacifiCoip maintains the power cure in its fies pursuat to a Non-Disclosure
Agrement beteen PacifiCoip and Seller.
A-2
Ceda Creek Wind, UC-N01Poi
EXHIT A - Attchments
1. Cedar Creek Wind Farm Site Map
2. Distance Between Wind Turhines of Adjacent Qualifying Facilties
A-3
Ceda Creek Wind, UC-NorPoi
Site Map
."en Cr WlIlPrjt
Sil Pl
(ci III of 12/1i2011)~R8l)
A.4
Cedar Creek Wind, UC-NorPoi
Th tale below li the dice be tuines in se Quaifg Faciles.
DISTANCE (FT)
T36 T22 5558.5
T36 T23 6057.0
T36 T24 6504.5
T37 T22 5378.4
T37 T23 5629.7
T37 T24 5898.8
T12 T25 5799.5
Tl2 T27 5397.2
Tl2 T30 5401.6
T12 T32 5358.6
T32 T24 7534.9
A-5
EXIITB
POINT OF DELIVERY I PARTIS' INTERCONNCTION FACILITIES
Seller has provided the followig single line drawing of the Facilty interconnection facilties
including meterig points used to calculate Net Output and any transmssion facilties on Seller's
side of the Point of Delivery.
The Meterig Point and the Point of Delivery is the PacifiCoip 345kV bus at the Goshen
substtion.
The Project wil be shard by a 34.5kV-345kV collector substtion. Eah projec wil have one
or more 34.5kV breaers that wil connect to a common 34.5kV bus. The bus wil connect to a
central 34.5kV main breaker, 34.5-345kV Power Trasformer, 345kV breaker, line disconnect
switch and a 5.1 mile 345kV trnsmission line to the Goshen Substation.
B-1
Ceda Creek Wind, UC-NorPoi
EXHBIT B - Attchments
1. Substation Metering One-Line Diagram
B-2
Ceda Creek Wind UC-NorhPoi
,.--------'......__..._...,.....,'--_._--------_._----------_._------ ------------,..- :lapi_'.ill-i .
:...........
.
iiIIII: (l11iiiioi.,---....... -----.........._-_.... ...................... ..........
---_.__._.. -- _.-.- ..._--_...... _...... ._--~! i.i ci'i .: l\i ci: i.i C3i
i.Cli.
C6 IIIiI
Iii........................................J
Ced Crk WInd LLC
Collector SUbsaton
.u5küi.A"",,.~rr..
.-...... ---.__.. .-.-.. _..- ._--_...._...- _.,
i~I'" ~ .. i::i li~; :
.Ul1 i...
34kV Goiiin Subaaton
----...----.....------ ---------1
(liTu.-'9
Fi._--~,..~le............._.......-......---_..._.....~
DATE:
RE:~~\WJi '21'
P
QWNQCEDAR CREEK WIND. LLÇ
North Point & Fiw Pi
ONE.UNE DIRA AOO
B-3
EXHBITC
REQUIRD FACILITY DOCUMENTS
Qualifyng Facilty Number from to be obtaned from FERC: QFIO-537-000
The following Documents ar require prior to delivery of any output from the Facilty:
Generation Interconnection Agrement
Agreement permittng Seller access to shard interconnection facilties
Propert rights required to maintain and operate the Project in accordance with this
Agreement (site leases, transmission easements, etc).
The following Perits ar required on or before the milestone date specified in Section 2.2.1.
Federal Aviation Administation Determinations of No Hazard
Bingham County Special Use Permit
Crossing agreements with paries other than PacifiCoip Trasmission
C -1
Cedar Creek Wind, UC-NorPoi
EXHITD
SUBSEQUENT ENRGY DELIVERY SCHEDULE
Coyote Hil Wind Pro_iect
Scheduled Monthly
Energy Delivery AvekW/mo
Januar
Februar
Mah
Aoril
Mav
June
July
Augut
Seotember
October
November
December
TOTAL:
Planed Outages. Seller will provide a Planned Outage schedule anually not to exceed 150
hours per year (150 hours excludes firt year "brea in" or similar stap period outages).
D"l
EXHIITE
START-UP TESTIG
Required factory testing includes such checks and tests necessar to determine that the
equipment systems and subsystems have been properly manufactued and installed, fuction
properly, and are in a condition to permt safe and effcient star-up of the Facilty, which may
include but are not limited to:
i. Test of mechancal and electrcal equipment;
2. Calibration of all monitoring instrents;
3. Operating tests of all vaves, operators, motor staers and motor;
4. Alars, sign, and fail-safe or system shutdown control tests¡
5. Point-to-point continuity tests¡
6. Bench tests of protective devices; and
7. Tests required by manufactuer(s) and designer(s) ofequipmertt.
Requied sta-up tests are those checks and tests necessar to determine that all features
and equipment, systems, and subsystems have been properly instaled and adjusted, function
properly, and ar capable of operating simultaneously in such condition that the Facilty is
capable of contiuous delivery into PacifiCoip's electrcal system, which may include but are
not limited to:
1. Tubine/generator mechancal run and fuctionality;
2. System operation tests;
3. Brae tests;
4. Energization oftranformers¡
5. Synchronizing tets (manual and auto);
6. Excitation and voltae regulation operation test;
7. Auto stop/sta sequence;
8. Completion of any state and federal environmental testing requirements; and
9. Tests required by manufactuer(s) and designer(s) of equipment.
For wind projects only, the following Wind Turbine Generator Installation Checklists ar
required documents to be signed off by Manufacturer or Subcontract Category Commissioning
Personnel as part of the Commissionig and stp testing:
Tubine Installation
Foundation Inspection (by Ower's independent inpector)
Controller Assembly
Power Cables
Cable Intallaton Checklists including: Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bar
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Secton
Nacelle
Rotor
E -1
Ceda Creek Wind, UC-NorPoi
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Cedar Creek Wind LL-NorPoi
EXBBITG
SAMPLE ENERGY PURClISE PRICE CALCULATIONS
The following ar samples of calculations of energy purhase prices using the fonnula and tables
in Section Errr! Reference sourc not found..
The calculation for the non-levelized purhase price durng an On-Pea Hour in May of 2012
equals $63.97/MWh (the 2012 anual rate for Conforming Energy) multiplied by 92% (0.92)
(the May On-Pea Hour multiplier) minus $6.50IMWh (the wind integration cost), which equals
$52.35/Mh.
Table 1: Sample calculations for non-levelized On-Peak Conforming Energy in 2012: Puchase
Price = (annua 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 Conforming
Month (perMW)Multiplier Cost Energy (per MW)
Januar $63.97 103%$6.50 $59.39
Februar $63.97 105%$6.50 $60.67
March $63.97 95%$6.50 $54.27
April $63.97 95%$6.50 $54.27
May $63.97 92%$6.50 $52.35
June $63.97 94%$6.50 $53.63
July $63.97 121%$6.50 $70.90
August $63.97 121%$6.50 $70.90
September $63.97 109%$6.50 $63.23
October $63.97 115%$6.50 $67.07
November $63.97 110%$6.50 $63.87
December $63.97 129%$6.50 $76.02
Table 2: Sample calculations for non-levelized Off-Peak Confonning Energy in 2012: Purhase
Price = (anual rate * monthly' Off-Peak multiplier) - wind integration cost.
Conforming
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2012 Off-
for 2012 Hour Integration Peak Conforming
Month (prMW)Multiplier Cost Energ (per MW)
Januar $63.97 94%$6.50 $53.63
Februar $63.97 97%$6.50 $55.55
Marh $63.97 80%$6.50 $44.68
April $63.97 76%$6.50 $42.12
0.1
Ceda Creek Wind UC-NorPoi
Conforming
Energy Calculated Purchase
Annual Rate Off-Peak Wind Price for 2012 Off-
for 2012 Hour Integration Peak Conforming
Month (perMWh)Multiplier Cost Energy (per MW)
May $63.97 63%$6.50 $33.80
June $63.97 65%$6.50 $35.08
July $63.97 92%$6.50 $52.35
August $63.97 106%$6.50 $61.31
September $63.97 9')10 $6.50 $56.83
October $63.97 105%$6.50 $60.67
November $63.97 96%$6.50 $54.91
December $63.97 120%$6.50 $70.26
G-2
EXHBITH
Seller Authorization to Release Generation Data to PacifiCorp
H-I
WES~iRNENERGY
May 7, 2010
Pacificorp
Att: Keneth Huston
825 NE Multnomah, Ste. 1600,
Portland, Oregon 97232
RE: Cedar Creek Wind, LLC PacifCorp Transmission
Dear Mr. Huston:
Ceda Creek Wind, LLC hereby voluntaly authories PacifiCorp's Tranmission business unt
to share Cedar Creek Wind, LLC's genertor interconnection inormation and generator meter
data with maket fuction employees of PacifiCoip, includig, but not limted to the those in the
Commercial and Trading group. Cedar Creek Wind, LLC acknowledges that PacifiCoip did not
provide it any preferences, either operational or rate-related, in exchage for ths volunta
consent.
Sincerely,
~OM~ zt
Dana C. Zentz, P.E.
Vice President
Sumit Power GrOllP, Inc.lCeda Creek Wind, LLC
[phone] (Offce)
[phone] (Mobile)
di.ll~dii_
Cedar Creek Wind, LLC
701 Winslow Way E., SuIte B
Bainbridge Island, WA 98110
1
206-780-3551
fax: [phone]
CONFIDENTIAL
Ced Creek Wind UC-NorPoi
ADDENDUML
STATION LOAD, LOSSES, and NET OUTPUT
ALLOCATION ALGORIHM FOR THE
CEDAR CREEK WID, LLC PROJECTS
This Addendum L is hereby made a par of, and clarifies certin tenns in, the Power Purchase
Agreement between Cedar Creek Wind LLC relating to NORTH POINT; and PacifCorp
("Agreement") entered into the _day of December. 2011. Capitalized terms not defined
herein shall have the meaning set fort in the Agreement. Ceda Crek Wind, LLC ("Seller")
and PacifCoip ar at times referred to herein individually as a "Part" or collectively as the
"Parties" .
NR¡=
NRT =
PALLT =
Ced Creek Wind, LLC shall own a complex of two (namely, Five Pine and Nort Point)
separate, Idaho Qualifyng Facilties (each, a "Cedar Creek Project" and collecively, the
"Cedar Crek Projects") that shar collector wires, a 34.5/345 kV substtion (Cedar Creek
Substtion), and related equipment, which connect the Quaifying Facilties to the Point of
Delivery ("Shared Interconnecon Facilties").
PacifiCoip has agd to buy (and Seller has agreed to sell), at the Point of Delivery, Seller's
total energy output net of: (1) Seller's station service; (2) energy provided by Seller to another
Cedar Creek Project for station service; (3) Seller's shar of the transfonnation losses; and (4)
Seller's share of the line losses between Seller's Facilty and the Point of Delivery (together
Seller's "Station Auxiliary Load and Losses"). However, Seller and PacifiCoip agree that it is
impossible to meaure Seller's Station Auxilar Load and Losses separte and apar from the
Station Auxilary Load and Losses of the other Ceda Creek Project. Therefore, in order to
implement an objective, practicable, and equitable process by which PacifiCoip may quatify
energy delivered by Seller to the Point of Delivery (net of its Station Auxilar Load and
Losses), the Paries do agre as follows:
A. Biling Formulae. PacifiCoip shall detenne Seller's Net Output in kWh for puioses of
the Agrement using the method specifed below.
1. Definitions
the nameplate rating (ala Facilty Capacity Rating) of Cedar Creek Project i.
the sum of all the naeplate ratings of Cedar Creek Projects (i = 1 to 2).
the accumulated purchased energy from Utilty Supplier, as detennined at the Point
of Delivery, to supply the net total station auxilar load and losses for the Shared
Interconnection Facilties for Ceda Creek Project i = 1 to 2 whenever such total
load and losses exceeds total generation output.
P ALLi = the allocated share of P ALLT for Project i as detennined by multiplying PALLT by
NR¡ and dividing byNRT.
OP¡ = for a given integration interval, the metered output energy of Cedar Creek Project i,
as detennined by PacifiCoip's meter at the point where Cedar Creek Project i
L-l
Cedar Creek Wind. UC-N01Poin
connects to the Shared Interconnection Facilties. For any integration interval
dung which any energy is delivered to a Prject frm the Shard Interconnection
Facilties, such delivered energy is accumulated in a separate meter register and
does not decement the register used to measure accumulated OP¡. Therefore OP¡ is
by definition always grater than or equa to zero, and in the event the meter records
OP¡ less than zero, OP¡ shall be deemed to equal zero.
OPT = the sum of all OP¡ (i = 1 to 2).
NOr = for a given integration interal, the total energy deliverd to the Point of Delivery
(345 kV bus at Goshen Substation). NOT shall be as measured at PacifiCoip's
meter near the Point of Delivery (kWh, in IO-minute intervals), adjusted for any
transformation losses between the meter and the Point of Deliver. For any
integrtion interval durng which any energy is delivered to the Point of Delivery
frm PacifCoip'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 NOT is by definition always
greater than or equal to zero and in the event the meter records NOT less than zero,
NOT shall be deemed to equal zero.
NO¡ = the net energy sold to PacifiCorp by Cedar Creek Project i during the integration
interval.
SALLT = the tota of all station auxilar load and losses for the Shared Interconnection
Facilties for Cedar Creek Projects (i = i to 2) when NOT is positive.
SALL¡ = the allocated share for Ceda Creek Project i of SAL LT.
2. Calculations
Calculations shall be reconciled and settled monthly. Calculations shall be based upon raw data
gathered from specified meters using a metering integration interval of 5, 10, or 15 minutes at
PacifiCorp's election to match the metering installation PacifiCoip specified ("integration
interval"). Calculations shall be rounded to the nearest kilowatt-hour in the final step.
fa). When Total Generation Output ~ Station Auxliary Load and Losses
When, for any integration interval, the total of all OP¡ Project output amounts of energy among
all Cedar Creek Projects (OPT) is less than or equa to the total sttion auxiliar load and losses
for the Shard Interconnection Facilties, the meters at the Point of Delivery will accumulate the
Utilty Supplier's delivery of purhased energy, PALLT, to supply such net total load and losses
in a meter register that is separte from that which accumulates NOr and NOT shall equal zero or
if negative, be deeed to equal zero. The "Utility Supplier" shall be the utility providing retail
electric service at the Facilty (Rocky Mountain Power). PacifiCoip shall have no obligation to
serve any of the Cedar Creek Projects' retail electric needs absent a separte written agreement
with PacifiCorp and then only with the permission of Seller's Utility Supplier. None of the costs
associated with provision of retail electrc service to Seller shall be borne by PacifiCoip.
fb). When Total Generation Output ;: Station Auxiary Load and Losses
When, for any integration interval, the total generation of energy among all Cedar Creek Projects
is grater than the total station auxilar load and losses for the Shared Interconnection Facilties,
the meters at the Point of Delivery wil accumulate in a separate register PacifiCorp's receipt of
L-2
Cedar Creek Wind UC-NorPoi
the total combined energy frm all the Prjects (NOT). The difference between OPT and NOT for
that interval (SALLT) is allocated to each Cedar Creek Project in proporton to its generation
output (OP¡) in the same integration interval to determine NO¡ by the formulae:
Let SALLT = ( OPT - NOT 1 and
SALLi == (SALLT) * (OP¡ / OPT)
The Net Output energy sold by each Project i is then deterined as:
l'
NO¡ == (OP¡ - SALL¡ 1 and substituting for SALL¡ ;
NO¡ == NOT'" (OPi / OPT 1
B. Limitation of PacifiCorp Purchase Liabilit. PacifiCoip's total purchase obligation to the
Ceda Crek Projects shall at no time exceed total energy delivere by the 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 grater than NOT, then
PacifiCoip 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 Delivery byPacifiCoip equals NOT.
C. PacifCorp Right to Offset. In the event PacifCoip determines it has undeipaid one or
more Cedar Creek Projects (due to metering error or otherwise) and, as a result of underpaying
one or more Cedar Creek Projects, has oveipaid Seller, PacifiCoip may adjust Seller's futu
payment(s) accordingly in order to recapt any overpayment received by Seller in a reasonable
time.
D. Condition Subsequent. This Addendum L was negotiated jointly among the Cedar Creek
Project and PacifiCorp and is intended by all of the Cedar Creek Projects and PacifiCoip to be
one of five identical bilateral agreements, each between PacifiCoip 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 tenn and conditions set fort in this Addendum L, PacifiCorp may,
upon thirt days writtn notice, cancel all Addendum L agrements. In the event PacifiCoip
cacels this Addendum L in accordace with this Section D, PacifiCoip 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 Crek Projects under their respective Power
Purchase Agreements, less offsets (if any) calculated based upon NOT and the Contract Price.
(END)
L-3
Cedar Creek Wind UC-Nor PôÒ
EXHBIT 4.7(A)
GREEN TAG ATTESTATION AN BILL OF SALE
("Seller") hereby sells, trsfers and delivers to PacifiCoip the Green
Tags(including all Environmental Attbutes and Gren Tag Reporting Rights) associated with
the generation of Net Output under the Power Purhas Agrement (Renewable Energy) between
Seller and PacifiCorp dated r 1 (the "PPA"), as described below, in the amount of one
Green Tag for each megawatt hour generated. Defined terms (as indicated by initial
capitaliztion) used in this Green Tag Attstation and Bil of Sale shall have the meaning set
fort in the PP A.
Facilty nae and location:Fuel Type: Wind
Capacity (MW: _ MW Operaiona Date:
Energy Admin. ID no.:
Dates MW generated
Seller furter attst, warants and represents, under penalty of perjury, as follows:
i) to the best of its knowledge, the information prvided herein is tre and corrt;
ii) its sale to PacifiCorp is its one and only sale of the Gren Tags and associated
Environmenta Attbutes refereced herin;
ii) the Facilty generatd Output is the amount indicated above; and
iv) to the best of Seller's knowledge, each of the Green Tags and Environmental
Attbutes associated with the Facilty's Output ar being sold to Buyer.
This Gren Tag Attstation and Bil of Sale confirms, in accordance with the PP A, the transfer
from Seller to PacifiCorp of all of Seller's right, title and interest in and to the Gren Tags
(including Green Tag Reportng Rights and Environmental Attibutes), as set fort above.
Seller's Contact Person: r 1
WITNESS MY lIND,
Exh. 4.7(A) - 1
a
Cedar Creek Wind, UC-NOfPai
By
Its
Date:
This Attstation may be disclosed by Seller and PacifiCoip to others, including the Center for
Resource Solutions and the public utilty commissions having jurisdiction over PacifiCoip, to
substantiate and verify the accuracy ofPacifiCoip's advertising and public communication
claims, as well as in PacifiCoip's advertsing and other public communications.
Exh. 4.7(A) - 2
Ce Oæk Wzn Ll-NorPoi
EXBIT 4.7(B)
QUALIFID REPORTIG ENTITY SERVICES AGREEMENT
C & T Mastr v1.1; 071411
This Quaified Reporting Entity Services Agreement (this "Agrement") is entere into by
and between PacifiCoip ("PacifiCoip") and ("Counteipar"; PacifiCoip and
Counteipar may be referred to individually herein as "Par" and collectively as "Parties")
as of , with reference to the following:
WHRES, Counterp represents to PacifiCoip that it owns or otherwse has the rights to
all or par of the non-energy attbutes of the generation frm that certain electric generation
facilty more paricularly described on Exhibit A hereto (the "Facilty"), or other rights
respecting the Facilty itself enabling it to lawflly enter hereinto; and
WHREAS, The Western Renewable Electrcity Generation Inormation System
("WREGIS") is.a system tracking quantities of renewable energy generation generatd by
electc generating facilties in the natue of the Facilty, as a Facilty puruat to WRGIS
Terms of Use ("TOU"); and
WHEREAS, WREGIS requirs that each Facilty have a designate Qualified Reporting
Entity; and
WHEREAS, Counteipar is an Account Holder in WRGIS and wishes to register the
Facilty with WRGIS; and
WHAS, Counteipar wishes to retain PacifiCoip to act as its WRGIS-defmed
Qualified Reporting Entity ("QRE") for the Facilty;
NOW THREFORE, in consideration of the mutual promises herein contained, the Paries
agree as follows:
1. Definitions: Rules of Constrction.
1.1 Initially capitalized terms used and not otherwise defined herein are defmed in the in
the Operating Rules or in Atthment i Defmitions of the WRGIS TOU.
1.2 "Affliate" means, with respect to any entity, each entity that directly or indirectly
controls, is controlled by, or is under common control with, such designated entity, with
"control" meaning the possession, directly or indirectly, of the power to direct maagement
and policies, whether though the ownership of voting securities or by contract or otherwise.
Notwithstading the foregoing, with respect to PacifCoip, Afliate shall only include
MidAerican Energy Holdings Company and its dirct, wholly owned subsidiares.
1.3 "Business Day" means a day of the week other than Saturday, Sunday, or a federal
holiday.
1.4 "Electric System Authority" means each ofNERC, WECC, WREGIS, an RTO, a
regional or sub-regional reliabilty council or authority, and any other similar council,
Exh. 4.7(B) - 1
CeOæ Wi UC-NorPoi
coiporation, organization or body of recognizd stading with respect to the operations of the
electric system in the WECC region.
1.5 "FERC" mean the Federal Energy Regulatory Commission.
1.6 "Generation Interconnection Agrent" means the agrement entere into
separately between Counteipary and Interconnection Provider concerning the
Interconnection Facilties.
i.7 "Facilty" is defined in the Preamble.
i.8 "Interconnection Facilties" means all the facilties instaled, or to be instled, for the
purose of interconnectig the Facilty to the System, including electrical transmission lines,
upgrades, transformers and associated equipment, substations, relay and switching
equipment, and safety equipment.
1.9 "Intercnnection Provider" mean the FERC-regulated or United States Deparent
of Energy entity with whom the Facilty has contrcted for interconnection to the electrc
trsmission grid; in the event Interconnection Provider is PacifiCorp, PacifiCoip would be
the Interconnection Provider operating in its regulated transmission fuction, and not as the
par hereto.
1. i 0 "Meterig External Webpage" means a website owned and operated by PacifiCorp
that PacifCorp may at its option, but without being obligated to do so, make available and
operate for the display of all data that will be included in the Monthly Generation Extract
File.
1.11 "Monthly Generation Extrct File" means a data fie that contas generation data
from Counteipar's Points of Metring and conforms to the charctstics and requirements
set fort in the WRGIS Interface Contrl Document.
i .12 'NERC" means the North American Electric Reliabilty Coiporation.
1.13 "Points of Metering" means the points at which electric generation is measured.
1.14 "Prudent Electrcal Practices" means any of the practices, methods and acts engaged
in or approved by a signficant portion of the electrical utilty industr or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the time a decision is made, could have been expected to accomplish the
desired result at the lowest reasonable cost consistent with reliabilty, safety and expedition.
Prudent Electrical Practices is not intended to be limited to the optimum practice, method or
act to the exclusion of all others, but rather to be a spectr of possible practices, methods or
acts.
1.15 "QRE" means a WRGIS-defined Qualified Reporting Entity.
1.16 "Renewable" is defmed in section 2 of the WREGIS Operating Rules.
1.17 ''Requirements of Law" mean any applicable federal, state and local law, statute,
reguation, rue, code or ordinance enacted. adopted, issued or promulgated by any federa,
state, local or other Governental Authority or regulatory body (including those pertaining
to electrcal, building, zoning, environmenta and occupational safet and health
requirements).
Exh. 4.7(B) - 2
CeOe Wiw UC-NorPoi
1.18 "Settlement Estimation Procedures" means a calculation based on stadard utility
estimation rules using algoriths developed and approved by PacifiCoip's biling
deparent.
1.19 "System" means the electric transmission substation and transmission or distrbution
facilties owned, operated or maintained by Transmission Provider, which shall include, aftr
constrction and instllation of the Facilty, the circuit reinforcements, extensions, and
associated termin facilty reinforcements or additions reuired to interconnect the Facilty,
all as set fort in the Geeration Interconnection Agreement.
1.20 "Tariff meansPacifiCorp FERC Electric Tariff Fifth Revised Volume No.1 i Pro
Forma Open Accss Transmission Tarff.
1.21 "Transmission Provider" means the FERC-regulated or Unite States Deparent of
Energy entity with whom the Facilty has contred for electric transmission at and away
from the Facilty to any point on, or interonnection with, the electric transmission grd; in
the event Transmission Provider is PacifCoip, PacifiCorp would be the Interconnection
Provider opeating in its regulated trsmission fuction, and not as the par heret..
1.22 "Wholesale Generation Also Serving On-Site Loads" is defmed in section 2 of the
WREGIS Operating Rules.
1.23 "WECC" mean the Western Electrcity Coordinating CounciL.
1.24 "WRGIS" meas the Westrn Renewable Energy Generation Information System.
1.25 "WREGIS Certificate" or "Certificate" means "Cerificate" as defined by the
WROIS Operating Rules.
1.26 "WREGIS Operating Rules" means the operating rules and requirements adopted by
WREGIS, including the TOO.
1.27 General Rules of Interpretation. Unless otherwise requird by the context in which
any term appears, (a) the singular includes the plural and vice versa; (b) references to
"Articles," "Sections," "Schedules," "Anexes," "Appendicesfl or f1Exhibits" are to arcles,
sections, schedules, anexes, appendices or exhibits hereof; (c) all references to a paricular
entity or an electrcity market price index include a reference to such entity's or index's
successors; (d) f1herein," "hereot' and "hereunder" refer to this Agreement as a whole; (e) all
accounting terms not specifically defmed herein shall be constred in accordance with
generally accepted accounting pnnciples consistently applied; (f) the masculine includes the
feminine and neuter and vice versa; (g) f1includingfl means "including, without limitation" or
"including, but not limited to"; (h) all refereces to a paricular law or statute mean that law
or statute as amended frm time to time; and (i) the word "or" is not necessarily exclusive.
1.28 Interptation with FERC Orders. Each Par conducts and shall conduct its
operations in a manner intended to comply with PERC Orer No. 717, Standads of Conduct
for Transmission Providers, requiring the separation of its transmission and merchant
fuctions. Moreover, the Paries acknowledge that each of Transmission Provider's and
Interconnection Prvider's trsmission fuction offers transmission service on its system in
a maner intended to comply with FERC policies and requirements relating to the proviion
of open-access transmission service. Counteipary agres to conduct itslf and operate the
facilty in accordance with all Requirements of Law, all requirements of all applicable
Electrc System Authorities, and all requirements of the Interconnection Agreement.
Exh. 4.7(B) - 3
CeCr Wi UC-NorPoÍ1
1.28.1 Countear agrs to enter into the Genertion Interconnection Agreement with the
Interconnection Provider. The Generation Interconnection Agreement shall be a separate
and free stading contract and the terms hereof are not binding upon the Interconnection
Provider or Transmission Provider, although both ar express third par beneficiaries
hereof.
1.28.2 Notwithstding any other provision in this Agreement, nothing in the Geeration
Interconnection Agrment, nor any other agrement between Counteipar on the one had
and Trasmission Provider or Interconnection Prvider on the other hand, nor any alleged
event of default thereunder, shall alter or modify the Paries' rights, duties, and obligation
herunder. Likewise, nothing herein or connected with the performance by PacifCorp
hereof shall afect or impair the rights of Interconnection Provider or Tranmission Provider,
under the Interconnection Agrement or otherise. This Agrement shall not be constred
to create any rights between Counteipar and the Interconnection Provider or between
Counterpar and the Transmission Provider.
1.28.3 Counterpary expressly recognizes that, for puioses hereof, the Interconnection
Provider and Tramission Provider each shall be deemed to be a separte èntity and
separate contracting par from PacifiCoip whether or not the Generation Interconnection
Agrement is entere into with Interconnection Provider or an afliate therf. Counteiart
acknowledges tht PacifiCorp, acting in its merchant capacity function as purchaser
hereunder, has no responsibilty for or control over Interconnection Provider or Trasmission
Provider, and is not liable for any breach of agrement or duty by Interconnection Provider
or Trasmission Provider. Nothing in this Agreement shall operate to diminish, nor shall this
Agreement extend to, Interconnection Provider or Transmission Provider's use, retention, or
disclosur of Counterp or Facilty information (including inormation within the scope of
this Agrement) in connection with PacifiCorp operating in its trsmission fuction,
including its carrying out of its obligations and business prtices as a Balancing Authority
or activities underten pursuant to the Tariff.
II. Ter and Termination.
2.1 This Agreement shall be effective upon execution by the Pares and shall contiue in
effect until such time as either Pary, upon providing 60 days writt notice to the other
Par, chooses to terminate. PacifCorp may initiate any regulatory proceedings it deems
appropriate to terminate this Agreement prior to the effectiveness of such termintion.
Notwthtading the foregoing, (a) Counteipar may terminate this Agreement upon an
event of default by PacifiCoip if PacifiCoip does not cure such event of default within 10
days of writtn notice; (b) PacifiCoip may terminate this Agrement upon an event of default
by Counteiparty if Counterpar does not cur such event of default within 10 days of
wrtten notice, (c) PacifiCorp may terminate this Agrement if the Facilty fails to meet the
reuirements of Section 3.1 hereof and such failure is not curd within 30 days, and (d)
Either Par may terminate this Agreement immediately upon notice to the other if
Counteipar or the Facilty fail to comply with Section 1.28. This Agreement may also be
terminated as otherwise set forth herein.
II. ORE Services.
3.1 ORE Services. PacifiCorp will, on the terms set fort herein, serve as a QRE for the
Facilty so long as the Facilty meets the defmition of Renewable, is within the metered
Exh. 4.7(B) - 4
CeCr Wl UC--orPoi
boundaies of both PacifiCoip's Balancing Authority and is equipped with either:
(1) Transmission Prvider or Interconnecton Provider (as applicable) owned and operated
meters; or (2) meters that meet the Interconnection Provider's requirements and (3) meet all
applicable WREGiS requirements.
3.2 Compensation to PacifiCorp. In exchange for the services performed by PacifiCorp
hereunder, Counteipart shall pay PacifiCorp as follows: Counteiart shall pay PacifiCorp
a one-time initial setup fee of $280, which shall be due upon execution of this Agreement.
The Counteipar shall pay PacifiCorp a monthly reporting fee of $50 per generatg unit for
which PacifiCoip reports output to WRGIS, prvided that PacifiCorp may, in its discretion,
assess and bil for all fees due herunder on an anual, rather than monthly, basis. Oter
th the initial setp fee, which shall be due in advance, all other fees due herunder shall be
due within ten days ofPacifiCorp's issuace of an invoice for such fees. PacifCorp wil
review costs associated with this service on an anua basis, and may make necessary
adjustments to the monthy reportg fee charged herein. Any change in the monthly
reporting fee wil becme effective only afr a minimum th (30) days prior written notice
to Counteipart. In the event WREGIS, WECC, or any other entity with the abilty or
jurisdiction to modify the QRE reporting process requires a change that materially increases
the costs to PacifCorp of providing QRE services, PacifiCorp may pass those costs to the
Counteipart by increasing the monthly reporting fee. PacifiCoip wil use best efforts to
provide Counterpar with prior notice before biling Counteipar for such increased costs.
The fees set fort herein relate to PacifiCorp serving as a QRE for Counteipar puruant to
the terms of this Agrement. The necessar meting is a prerequisite for this service and is
not covered in the fees described above.
3.3 Points of Metering. The Points of Meterig that PacifCoip wil use are set fort in
Exhibit A. Countear certifies that all Points of Metering listed in Exhibit A measure data
only from Facilty that mee the defmition of Renewable. Counterpar shall notify
PacifiCoip at least thir (30) Business Days prior to making any proposed material changes
to the Points of Meterig. Following such notification, the Paries wil decide whether such
changes ar mutually acceptable. If such changes ar not acceptable to PacifiCorp,
PacifiCoip may terminate this Agreement.
3.4 Expenses. Except as otherwise provided in the Intercnnection Agreement (and in
such case, only vis-à-vis Interconnection Provider), Counteipar shall bear all costs and
expenses, including those incured by PacifiCorp, relating to all meteng or other equipment
intaled to accommodate Counteipary's Facilty.
3.5 Reportng. Counteipar hereby grants to PacifCoip sole and exclusive permission
and authority to report Data and Output to WRGIS and warants and represents that neither
Counteipary nor any other person or entity actig on behalf of Counteipar has granted, or
wil hereafter grant durig the term hereof any similar data reorting authority or permission
to any other QRE or WREGIS Account Holder or to any other par or Agent for use. in
WREGIS, or any other energy tracking system, for the Facilty. As a precondition for
PacifiCoip to be able to perform hereunder, Counteipar shall submit Counteipar's Output
data to PacifiCoip by allowing PacifiCoip to collect such data, at the Points of Metering, and
report such data in the maner set fort herein.
Ex. 4.7(B) - 5
CeOek ~ UC-NorPou
3.5.1 Monthly Generation Extrct File. Once a month PacifiCoip shall submit a Monthly
Generation Extrct File to WRGIS on Counterpar's behalf, which will conforr to the
characteristics and data requirements set fort in the WREGIS Interface Control Document
3.5.2 Reporting Cycle. PacifiCoip shall submit the Monthly Generation Extract File to
WRGIS no sooner th the last business day of each month for data collected durg the
previous month, or previous portion of month. PacifiCoip shall submit such data no later
than the end of the calendar month following the end date of the outut being reported.
3.5.3 Verfication. Should PacifCorp choose at its option to operate and make available a
Metering External Webpage, PacifiCoip may in its reasonably exercised discretion grant
Counteipar access for Counteipar to verify such inormation as prescribed by PacifiCoip
from time to time, and to timely notify PacifiCoip in wrtig of any errs Counteipar
detects.
3.5.4 Adjustments. Afer PacifiCoip submits the Monthly Generation Extract File to
WRGIS, any infoiiation contained in the Monthly Generation Extrct File shall be final
for puises of WREGIS reporting, subject only to the adjustment produrs set fort in the
WRGIS Operating Rules, which shall be Counteipar's responsibilty to implement if
necessar.
3.6 Obligations of Counteart. Counterpar shall report and provide to PacifCorp
accurate and complete genertion Data and OUtput information for the Facilty.
Counterpar shall send the Data and other Output Inoiiation in a foiiat and in compliance
with any protocols which PacifiCoip may specify to Counteipar. Counterpar has a
continuing duty to immediately notify PacifiCorp, if and when any generation Data or
Output information has been sent in error or ceases to be trthful, accurate, or complete and
to supply the corrected data as soon as practical, but not later than five (5) Business Days
frm the date Counteipart discovers that discrepancy in the Data or Output inoiiation.
3.7 WREGIS Fees. Counterpar is solely responsible for the payment directly to
WRGIS of any and all WRGIS fees and costs that are required to register Counterpar's
Facilty and, to the extet the Generator Ower is a WRGIS Account Holder, Counterpar
is responsible for the payment directly to WRGIS of all other WRGIS fees incident to the
reporting of Generator Data and Output to WREGIS. Counteipar acknowledges and
agrees that PacifiCorp shall have no obligation to advance or make payment ofWRGIS
fees or costs on Counteipar's behalf. Upon request by PacifiCoip made if PacifiCoip has
received such a request from WREGIS or any regulator or third par, Counteipary shall
provide PacifiCorp with evidence of payment of WREGIS fees and costs; failur to provide
such information to PacifCorp, upon request, shall constitute an event of default under this
Agrement.
3.8 WRGIS Accounts. Counterp wil be solely responsible to make arangements
and registrations and for entering into any such agreements tht are necessar to establish
transfer of Certficates dictly to prope Accounts or Subaccounts of Counterpary.
Counteipar agrees that such arrangements shall preclude the need for PacifiCorp to act as
custodian of such Certificates or to be responsible in any way to hold such Certificates in any
Account or Subaccount ofPacifiCoip or bear any responsibilty, possession, obligation, or
risk of loss with respect to Certificates created, held, or owned, with respect to the Facilty.
Counteipart acknowledges that, pursuat to section 11 of the WREGIS TOU, any
generation data that PacifiCorp, acting as a QRE, provides to WREGIS shall reside in
Exh. 4.7(B) - 6
CèOæWui UC-NorPoi
WRGIS and Counteipar wil have no control over such data's use other than that provided
for under the WREGIS TOll
3.9 Obligations ofPacifiCorp. PacifiCoip shall specify for Counteipart the protocols,
reporting frequency, dat fie formats, and communication protocols for reporting generating
Data, or Output, as necessary. PacifiCoip shall timely report to WREGIS Counteipar Data
and/or Ouput information as specified in the most curent WREGIS Interface Control
Document (ICD). PacifCoip shall not use or disclose Counteipary generation Data for any
other purpse than reportg the Data to WREGIS, except as may be required by law, the
Public Utilty Commission of Oregon, any other stte, federal, municipal or other regulator
or governental authority with jurisdiction over PacifiCoip or any of its assets, or a cour of
competent jurisdiction or as require under the terms of an existing agreement between the
Pares. PacifiCoip shall not use Generator Owner generation Data for any other puise.
Notwithstading the foregoing, PacifiCorp shall not be responsible for handling, account
adinistation, trsfer, evidence of, or any determination of Counteary Cerificat
ownership or any other obligations for Certcates of Counteipar with regard to
Certificates; and Counterpar shall bear all responsibilty for such handling, account
adinistration, evidence of, or any determination of Counterparty Certficate ownership and
all other obligations pertining to creation and ownership of such Certificates.
3.10 Measurement.
3.10.1 Meter Data. Counteipar authorizes PacifiCoip's meterig services organzation to
provide Counteipar's meter data directly to WRGIS in the form of the Monthly
Generation Extrct File. Counterpary authorizes PacifiCoip to gather data frm the Points of
Metering listed in Exhibit A. All such data is considered data which Counterpar has
created and submitted to PacifiCoip, notwithstanding that PacifiCoip, rather than
Counteipar wil gater it.
3.1 0.2 Wholesale Generation Also Serving On-Site Loads. If Counteipar has any
Wholesale Generation Also Servg On-Site Loads (as defined in Article One above), such
Facilty wil need to have the on-site load generation metered (and registered) separately
from the generation that is supplied to the grid, in accordace with the WREGIS Operating
Rules. Otherwise, PacifiCoip will not reort any data frm such Facilty. If such Facilty
exist, they must be specified in Exhibit A.
3.10.3 Estimates. When meter readgs are not available due to meter hardware failure or
data that is determined to be invalid due to meter malfunction or calibration or configuration
error, to the extent deemed by PacifCorp to be appropriate and permitted pursuant to
WRGIS TOU, PacifiCoip wil, if possible, rely on readings from redundant meter whether
such meters are PacifiCorp owned or not If readings from redundant meters are not
possible, PacifiCoip will estimate and report meter data according to PacifiCoip's Setement
Estimation Procedures.
3.10.4 Responsibilty. Counteipar is solely responsible for the data created and submitted
to PacifiCorp, acting as a QRE, to forward to WRGIS.
3.11 Reguatory Requirements. PacifiCoip may release information provided by
Counteipar hereunder, or gathered by PacifiCoip in connection herewith, to comply with
any regulatory requirements applicable to PacifiCoip or if requested by a PacifiCorp
regulator or if required by any other federal law or cour order. Counterar waives all
Ex. 4.7(B)-7
CeOe Wi UC-NOfPoin
applicable provisions of the Tariffwhich require PacifiCorp to hold confidential information
with respect to the Generator Owner and the Facilty, to the extent necessar for PacifiCoip
to report, as a QRE, generation Data and Output regafing the Generation Unites) and to
car out PacifiCorp's obligations under this Agreement. This provision shall survive any
termination of this Agreement.
3.12 Grt by Counteart. Counteipar hereby grts to, permits, and authorizes
PacifiCorp the following:
3.12.1 PacifiCorp is hereby authorized to communicate and transact with WREGIS as
Counteipar's sole and exclusive reportng source of generation data for the Facilty, and
WREOIS is hereby authorized to communcate and transact directly with PacifiCoip
regading any generation data issues for the Facilty. PacifiCorp is hereby a.uthorized to ac
on behalf of Counteipar, but only to the extent that PacifiCoip has lawfl, contractul
access to WREGIS.
3.12.2 PacifCorp is hereby authorized to provide WREGIS with all generation data for the
Facilty that WRGiS requirs, includig, but not limited to, data requird for prepartion of
required report and biling.
3.12.3 PacifiCorp is authorized to underte all actions which are reasonable and necessary
to car out the obligations set fort in the subsections above.
3.12.4 Counterpar retains all other rights and responsibilities and all other obligations to
WROIS.
N. Indemnity and Hold Harless by COuntemar.
4.1 Indemnity. To the extent peritted by Requirements of Law, Counterpary hereby
indemifies and agrees to hold PacifiCoip, its offces, employees, agents, or representatives,
harless for any and all liabilty that is in any way associated with PacifiCoip's peronnance
hereunder. This includes liabilty arsing from: the data contained in the Monthly
Generation Extrct File, or any other financial injur, or daage to persons or property.
Without limiting the generality of the foregoing:
4.1.1 Waiver of Causes of Action and Claims for Damages. Counteipary hereby waives
any and all causes of action arising under or in respect to this Agreement, whether in
contract, tort or any other legal or equitable theory (including stct liabilty) against
PacifiCorp. In no event shall PacifiCoip be liable to Counterpar its board of dirctors,
employees, agents, or reresentatives for any demands; direct cost, lost or prospetive
profits or any other losses, liabilties or expenses, whether special, punitive, exemplar,
consequential. incidental, or indirect in nature, that ar in any way associated with
PacifiCorp's performance of the QRE function or otherwise under or in respect of this
Agrement.
4.2 Indemnity by Counterpar. Counteipar shall release, indemnify and hold harless
PacifiCorp, its Affliates, and each of its and their respective directors, offcers, employees,
agents, and repreentatives (collectively, the "PacifCorp Indemnties") against and from any
and all losses, fines, penalties, claims, demands, damages, liabilties. actions or suits of any
natue whatsoever (including legal costs and attorney's fees, both at tral and on appeal,
whether or not suit is brought) (collectively, "Liabilties") resulting frm, or arising out of, or
in any way connected with, the perfonnance by Counteipar of its obligations hereunder, or
Ex. 4.7(B) - 8
CèOæk W~ ILC-Nor Poin
relating to the Facilty, for or on account of (i) injury, bodily or otherwise, to, or death of, or
(ii) for damage to, or destrction or economic loss of property of, any person or entity,
excepting only to the extent such Liabilties as may be caused by the grss negligence or
willful misconduct of any person or entity withn the PacifiCoip IndemnIties.
4.3 NOTWITSTANDING ANY OTHR PROVISION OF THS AGREEME,
COUNTERPARTY ASSUMS FUL RESPONSIBILITY AN RISK OF LOSS
RESULTING FROM (1) TI FAILUR TO SEND DATA IN A FORMAT SPECIFIED
BY PACIFICORP, (2) THE FAIUR TO USE PROTOCOLS SPECIFIED BY
PACIFICORP OR (3) THE SENDING OF ERONEOUS, UNTRUTHFUL,
INACCURTE, AND/OR INCOMPLETE GENRATING DATA TO PACIFICORP OR
TH SENDING OF ERRONEOUS, UNTRUTHUL, INACCURTE, AND/OR
INCOMPLETE DATA BY PACIFICORP TO WRGIS. IN NO EVENT SHAL
PACIFICORP BE LIABLE FOR ANY CONSEQUENTIA, INCIDENTAL, SPECIA,
EXEMPLAY, OR OTHER INIRCT LOSS OR DAMGES RESULTING FROM AN
BREACH OF THS AGREEMENT, WHTHR CAUSED BY TI NEGLIGENCE OR
INTENTIONAL ACTIONS OF PACIFICORP (AN/OR ITS CONTRCTORS, AGENTS,
AN EMPLOYEES), REGARLESS OF WHETHER SUCH CLAIM FOR DAMAGES is
BASED IN CONTCT, TORT, STRCT LIAILIT OR OTHWISE. IN NO EVENT
SHALL PACIFICORP BE LIALE FOR AN LOSS OR HA SUFFERE BY
COUNRPARTY OR AN TH PARTY DUE TO ANY ACTION OR INACTION
BY PACIFICORP TAKE HEREUNDER THT CAUSES A FACILITY TO LOSE ANY
CREDENIAS, REGISTRATION OR QUALIFICATION UNER THE REWABLE
PORTFOLIO STANDARD OR SIMAR LAW OF ANY STATE OROTHR
JUSDICTION.
4.4 PACIFICORP WILL NOT BE RESPONSIBLE FOR A~ry DAMGES
RESULTING FROM ECONOMIC LOSS, LOSS OF USE, LOSS OF DATA, LOSS OF
BUSINSS, LOSS OF PROFIT, LOSS OF PRODUCTION TAX CREDITS, LOSS OF
SAVINGS OR REVENU, LOSS OF GOODWILL, TH CLAIMS OF TH PARTIES
(ICLUDING CUSTOMERS AND SlIREHOLDERS OR OTHER EQUITY OWNRS),
PERSONAL INJUS OR PROPERTY DAMGES SUSTAID BY TH
COUNRPARTY OR ANY TH PARTIES, EVE IF PACIFICORP lIS BEEN
NOTIFIED BY COUNERPARTY (OR BY ANY TH PARTY OF SUCH
DAMGES.
4.5 PACIFICORP DISCLAIMS ANY LIABILITY FOR AN COUNTERPARTY
WAIVS ANY CLAIM FOR LOSS OR DAMGE RESULTING FROM ERRORS,
OMISSIONS, OR OTHER INACCURCIES IN ANY PART OF WREGIS OR TIE
REPORTS, CERTIFICATES OR OTIR INFORMTION COMPILED OR PRODUCED
BY AN FROM OR INPUT INTO WREGiS USING COUNERARTY SUPPLIED
GENRATION DATA, WHTHER OR NOT SUCH ERRORS, OMISSIONS OR
INACCURACIES ARE DUE TO ERRONEOUS, UNRUTHFUL, INCOMPLETE, OR
INACCURTE INFORMATION INPUT BY PACIFICORP INO WREGIS.
4.6 COUNTERPARTY HEREBY RELEASES PACIFICORP AND ANY OF ITS
CONTRCTORS, AGENTS, AND EMPLOYEES FROM ANY AND ALL LIAILITY
WITI RESPECT TO DAMGES OR INJURIS INCURD BY GENERATOR OWNR
AS RELATES TO TH FOREGOING, EXCLUDING AN ARSING AS A RESULT OF
Exh. 4.7(B) - 9
CedCr Wzr UC-NorPoi
TORTIOUS AND INTENTIONALLY KNOWIG OR RECKLESS CONDUCT BY
PACIFICORP .
4.7 COUNTERPARTY ACKNOWLEDGES AND AGREES THT, IN TH EVET
OF BREACH OF THIS CONTCT OR ANY OTHR ACTION RESULTING IN LOSS
OR POTENTIA LOSS OR DAMAGE TO COUNRPARTY, TH SOLE RECOURSE
TO GENERATOR/OWNR is TERMINATION OF THIS AGREEMENT.
4.8 Counteipary agrees to defend, indemnify, and hold harless PacifiCoip and its
directors, offcers, employees, and agents frm and against any and all claims (including
thd-par claims); causes of action, wheter in contrct, tort or any other legal theory
(including strct liabilty); demands; damages; costs; liabilties,; losses and expenses
(including reasonable atorney's fees and cour costs) of any nature whatsoever, whenever
arising, arsing out of, resulting from, atbutable to, or related to Counteipar generation
Data our Output for: any inacurcy, eror, or delay in or omission of (i) any Data
information, or service, or (ii) the tranmission or delivery of any Data, information, or
service; any intemiption of any such Data, Output, informaton, or service (wheter or not
caused by PacifiCoip); or any financial, business, commercial, or other judgment, decision,
act, or omission made by any person or entity based upon or related to the information.
4.9 Interconnection. Counteipart shall have no claims hereunder against PacifiCoip,
acting in its merchant fuction capacity, with respect to any requirements imposed by or
damages caused by (or allegedly caused by) acts or omissions of the Trasmission Provider
or Interconnection Provider, in connection with the Generation Interconnection Agreement
or otherwise. Counteipar shall defend, indemnify and hold PacifCoip harless against
any liabilty arising due to Counteipars performance or failur to perform under the
Generation Interconuection Agrment. Counteipar's failure to obtain, or perform under,
the Generation Interconnection Agreement, or its other contracts and obligations to,
Trasmission Prvider or Interconnection Provider is not a Force Majeure.
4.10 THIS ARTICLE SHALL SURVI ANY TERMINATION OF THIS
AGREEMENT, WHTHER SUCH TERMINATION IS BY PACIFICORP OR
COUNTERPARTY,AND WHTHR OR NOT SUCH TERMINATION is ON
ACCOUNT OF A DEFAULT.
V. Furter Counterpar Obligations.
5.1 No Sale. Nothing herein constitutes a sale or purchase of energy or renewable energy
certficates to or by PacifiCoip.
5.2 PTCs. Counteipar shall bear all risks, fincial and otherwise thoughout the Term,
associated with Counteipary's or the Facilty's eligibilty to receive production ta credits
("PTCs")or qualif for accelerated depreciation for Counteipar's accounting, reporting or
tax puroses.
5.3 Furr ASSurances. At PacifiCoip's request, the Paries shall execute such
docwnents and instrwnents as may be reasonably required to effect the essential intent and
puroses hereof.
5.4 Station Service. Counteipart shall be responsible for aranging and obtaining, at its
sole risk and expense, any sttion servce required by the Facilty.
Exh. 4.7(8) - 10
CeCr ~ UC-NarPoin
5.5 Costs of Ownership and Operation. Without limiting the generality of any other
provision herof, Counteipar shal be solely responsible for paying when due (a) all costs
of owning and operating the Facilty in compliance with existing and future Requirements of
Law and the terms and conditions herof, and (b) all taes and charges (however
characterized) now existing or hereinafter imposed on or with respect to the Facilty, its
operation, or on or with respect to emissions or other environmental impacts of the Facilty,
including any such tax or charge (however characterized) to the extent payable by a
generator of such energy or renewable energy ceificates.
5.6 Coordination with System. Counteipar shall be responsible for the coordination
and synchrnizaton of the Facilty and the Interconnection Facilties with the System, and
shall be solely responsible for (and shall defend and hold PacifiCorp harless against) any
daage that may occur as a dirct result of Counteipars breach of the Generation
Interconnection Agreement.
5.7 Data Request. Counterpart shall, promptly upon wrttn request from PacifiCorp,
provide PacifiCoip with data reasonably required for information requests from any
Governmenta Authorities, state or federal agency intervener or any other par achieving
intervenor status in any PacifiCorp rate proceeding or other proceeding before any
governmental authority. Counteipar shall use best efforts to provide this inormation to
PacifiCorp suffciently in advance to enable PacifiCoip to review it and meet any submission
deadlines.
5.8 Additional Information. Counterpar shall provide to PacifiCorp such other
information respecting Counterpar or the Facilty as PacifiCoip may, from tie to time,
reasonably request.
5.9 No Dedication. Nothing herin shall be constred to create any duty to, any standard
of care with reference to, or any liabilty to any person not a Par hereto. No underting by
one Pary to the other under any provision hereof shall constitute the dedication of
PacifiCoip's facilties or any portion thereof to Counteipary or to the public, nor afect the
status ofPacifiCoip as an independent public utilty coiporation or Counteipar as an
independent individual or entity.
5.10 Reguied Policies and Coverages. Without limiting any liabilties or any other
obligations of Counteart hereunder, Counteipar shll secure and contiuously car
with an insurce company or companies rated not lower than "B+" by the A.M. Best
Company the insurce coverage specified in the Generation Interconnection Agrement.
VI. Representations and Warranties.
6.1 Mutul Representations and Waranties. Each Par represents and warts to the
other that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its
incoiporation or organiztion; (ii) it has the corporate, goverental and other legal capacity
and authority to enter hereinto and to perform its obligations hereunder; (ii) such execution
and performance do not violate or conflct with any law, order or agreement applicable to it;
(iv) it has all governenta and other authoriations that ar required to have been obtained
or submitt by it with respect hereto, and they ar in full force and effect; (v) its obligations
hereunder are valid, binding and enforceable in accordance with their terms (subject to
banptcy or similar laws affecting creditors' rights generally); and (vi) no Event of Default,
or event which with notice and/or lapse oftime would constitute such an Event of Default,
Exh. 4.7(B) - 11
CeOæ ~ UC-NorPoi
has occured and is continuing or would occur as a result of its enterig into or pedorming
its obligations herunder.
6.2 Re,resentations and Waranties ofCounteart. Counteipary herby reresents and
warants to PacifiCoip: (i) it is not relyig upon any reresentations of PacifiCorp other than
those expressly set fort herein; (ii) it has entered hereinto with a full understading of the
material terms and risks of the same, and it is capable of assuming those risks; (ii) it has
made its trading and investment decisions based upon its own judgment and any advice frm
such advisors as it has deeed necesa and not in reliance upon any view expressed by
PacifCoip; (iv) it has not reeived from PacifiCoip any assurances or promises regaring
any financial results or benefits hereunder; (v) service herunder is not a utilty service
within the meang of Section 466 of the United States Bankrptcy Code; and (vi)
Counteipar holds legal title to the Facilty or otherwise holds the legal right to cause the
Facilty to ente into this Agreement.
VII. Financial Responsibilty.
7.1 Adequate Assurances. Without limiting PacifiCoip's rights under Aricle VII hereof,
if Counterpary has failed to mae a timely payment hereunder, and PacifiCoip has
reasonable grounds for insecurty regarding the pedornance of any obligation of
Counteipar hereunder (whether or not then due), PacifiCoip may demand Adequate
Assurances of Pedormance. "Adequate Assurances of Performance" means suffcient
security in the form, amount, by an issuer or guarantor, and for the tenn reasonably
accèptble to PacifiCorp, including, but not limited to, cash, a stadby irevocable lettr of
credit, a prepayment, a security interest in government securties, an asset or a performance
bond or guarty. Such Adequate Assuraces of Pedormance shall be provided within thee
business days after a written demand is made by PacifCoip.
vm. Events of Default: Remedies.
8.1 Event of Default. "Event of Default" means, with respect to a Par (the "Defaulting
Par"):
8.1.1 the failure to render when due any payment or performance hereunder, if such failure
is not remedied within five days after writtn notice;
8.1.2 the failure to tiely provide adequate assurces required pursuat to Aricle VII
hereof;
8.1.3 any such Party's representation or waranty proves to have been incorrect or
misleading in any material respect when made;
8.1.4 the failure to perform any other covenant set fort herein if such failur is not
remedied within five days afer wrttn notice;
8. 1.5 its bankrptcy, if adequate assuraces acceptable to PacifiCorp and approved by the
Banptcy Cour are not provided;
8.1.6 the expiration or termination of any credit support of Counteipar's obligations
hereunder (other than in accordace with its tenns) prior to the satisfaction of all obligations
of Counterpary without the wrtten consent of PacifiCoip; or
8.1.7 Inthe case ofCounterpar:
Exh. 4.7(B) - 12
CedOæ ~ UC-NorPoin
8.1.7.1 Counteipary fails to reort generation Data or Output information to PacifiCorp for
the Facilty or Cowiteipar fails to send the data in a format and use the protocols specified
by PacifiCorp as determined by PacifiCoip to be required to meet the requirements of the
WREGIS Operating Rules;
8.1.7.2 Counteipar is delinquent in payment to WRGIS of any WRGIS fees for
registrtion or maintenance of Accounts or Subaccounts, which payment impairs the abilty
of PacifiCorp to report Generator Data, Output, or other information to WRGIS regarding
the Facilty, which delinquency continues for a period of thir (30) days;
8.1.7.3 Counteipart fails to comply with a request by PacifiCorp to provide evidence of
payment ofWRGIS fees pertning to the Facilty; or
8.1.7.4 Counteipary knowingly or intentionally falsifies or misreresents any Data, Outut
information, or other information required by WRGIS.
8.2 Remedies Upon EVent of Default. In the Event of Default by a Part and for so long
as the Event of Default is contiuing, the non-defaulting Par (the "Performing Parll) shall
have the right to do any or all of the following: (1) upon two business days' wrttn notice to
the Defaulting Pary, terminate this Agreement; (2) withold any payments or performance
due in respect of this Agreement; and (3) exercise such other remedies as may be available at
law or in equity or as otherwise provided for herein, to the extent such remedies have not
been otherwise waived or limite pursuant to the terms hereof.
8.3 Setoff If an Event of Default occur, the Performing Par may, at its election, set
off any or all amounts which the Defaulting Par owes to it or any Afliate of the
Performing Par (whether under ths Agreement or otherwise and whether or not then due)
against any or all amounts which it or any Affliate of the Performing Par owes to the
Defaulting Par (whether under this Agrement or otherwise and whether or not then due).
8.4 Payment of Damages. Any amounts due on account of default shall be paid by the
close of business on the next business day following the Defaulting Par's receipt of the
Performing Par's writtn terination notice setting forth the termination payment due.
8.5 Limitation of Liabilty. TH EXRESS REMEDIES AND MEASURS OF
DAMAGES PROVIDED HEREIN SATISFY TI ESSENTIAL PUROSES HEREOF.
FOR BREACH OF ANY PROVISION FOR WHCH AN EXPRESS REMEDY OR
MESUR OF DAMAGE is PROVIED, SUCH REMEDY OR MEASURE SHAL BE
THE SOLE AND EXCLUSIVE REMEDY THEREFOR. LIAILITY Tl T HAS NOT
BEEN OTIRWISE EXCLUDED PURSUANT TO TH TERMS HEREOF SHAL BE
LIMTED TO DIRCT ACTUAL DAMAGES ONLY AS TI SOLE AND EXCLUSIV
REMEDY. EXCEPT AS OTHRWISE SPECIFICALLY SET FORTH HEREIN, NO
PARTY SHAL BE REQUID TO PAY OR BE LIABLE FOR SPECIAL,
CONSEQUETIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRCT
DAMAGES, LOST PROFIT OR BUSINSS INTERRUPTION DAMAGES, BY
STATUE, IN TORT, CONTRACT OR OTHERWISE.
8.6 SurivaL. This Aricle surives the expiration or termination hereof.
IX. Force Majeure.
9.1 Except with regard to a Pars obligation to make payments hereunder, in the event
either Pary hereto is renderd unable, wholly or in part, by Force Majeure to car out its
Exh. 4.7(B) - 13
CeCr ~ UC-NOIPoi
obligations with respect hereo, then upon such Part's (the "Claiming Part") giving notice
and full paricular of such Force Majeure as soon as reasonably possible afr the
occurence of the cause relied upon, such notice to be confirmed in wrting or by facsimile to
the other Par, then the obligations of the Claiming Pary shall, to the extent they are
affected by such Force Majeure, be suspended during the contiuance of said inabilty, but
for no longer period, and the Claiming Par shall not be liable to the other Par for, or on
account of, any loss, daage, injur or expense resulting from, or arising out of such event
of Force Majeur. The Part receiving such notice of Forc Majeure shall have until the end
of the Business Day following such receipt to notify the Claiming Par tht it objects to or
disputes the existence of an event of Force Majeure. "Force Majeur" mean an event or
circumstace which prevents one Pary frm performing its obligations hereunder, which
event or circumstance was not anticipated, which is not withn the reasonable control of, or
the result of the negligence of, the Claiming Par, and which, by the exercise of due
dilgence, the Claiming Par is unble to overcome or avoid or cause to be avoided.
Counteipar's failure to obtain, or perform under, the Generation Interconnection
Agreement, or its other contracts and obligations to, Transmission Provider or
Interconnection Provider is not a Force Majeure.
9.2 Force Majeure Does Not Afect Other Obligations. No obligations of either Par
that arose before the Force Majeure causing the suspension of performance or that arse after
the cessation of the Force Majeur shall be excused by the Force Majeure.
9.3 Strikes. Notwithstding any other provision hereof, neither Par shall be required
to settle any strike, walkout, lockout or other labor dispute on term which, in the sole
judgment of the Pary involved in the dispute, are contrar to the Par's best interest.
X. Miscellaneous.
10.1 CHOICE OF LAW. This Agrement shall be interpreted and enforced in accordance
with the laws of the state of Oregon, excluding any choice of law rules that may direct the
application of the laws of another jurisdiction.
10.2 Restriction on Assignents. Neither Pary may assign this Agrement or any of its
rights or obligations hereunder without the prior wrtten consent of the other Pary, which
consent shall not be uneasonably witheld. Any purorted assignent in violation hereof
shall be void ab initio. This Agreement inures to the benefit of and is binding upon the
Paries and their respective successors and permittd assigns.
10.3 Notices. All notices, requests, sttements or payments shall be made to the addrsses
set out on the Notices Exhbit. Notices required to be in writing shall be delivered by let,
facsimile or other documentar fonn.Notice by facsimile or hand delivery shall be deemed
to have been given when received or had delivered. Notice by overnight mail or courier
shall be deemed to have ben given on the date and time evidenced by the delivery receipt.
The Paries may change any of the persons to whom notices are addressed, or their
addresses, by providing wrtten notice in accordance with this Section.
10.4 Entir Agrement: Counterpars. This Agreement constitutes the entire agreement
between the Paries with respect to its subject matter. This Agreement may not be amended,
changed, modified, or altered unless such amendment, change, modification, or alteration is
in writing and signed by both Pares. This Agrement may be executed in counterar,
including by telefacsimile trsmission, each of which is an original and all of which taen
Exh. 4.7(B) - 14
CeCr Win IL-NorPoi
together constitute one and the same original instrument. This Agreement completely and
fully supersedes all other prior understadings or agrements, both wrtten and oral, between
the Parties relating to the subject matter hereof. If any provision of this Agreement is
determined to be invalid, void or unenforceable by any court of competent jursdiction, such
determination shall not invalidate, void, or make unenforceable any other provision,
ageement or covenant of this Agreement, provided the basic puiposes of this Agreement and
the benefits to the Pares ar not substatially impaire.
10.5 No Waiver. Waiver by a Par of any default by the other Par shall not be
constred as a waiver of any other default, nor shall any delay by a Pary in the exercise of
any nght under this Agreement be considered as a waiver or relinquishment thereof.
i 0.6 Jurisdiction. Any judicial action arising out of, resulting from or in any way relating
to this Agrement shall be brought only in a stte or federal court ofMultnomah County,
Oregon. In the event such judicial proceedings ar instituted by either Par, the prevailng
Par shall be entitled to awar of its costs and attorneys' fees incurred in connection with
such proceedings.
10.7 Jm Trial Waiver. TH PARTIES EACH HEREBY IRVOCABLY WAI
ALL RIGHT TO TRIL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING HERETO, ANY GREEN TAGS
OR 1H TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY FURTHR
WAIS ANY RIGHT TO CONSOLIDATE AN ACTION IN WHICH A JUY TRL
lIS BEEN WAIVD WITH ANY OTHR ACTION IN WHICH A JUY TRL
CANNOT BE OR HAS NOT BEEN WAIVED.
10.8 No Third Part Beneficiares. With the exception of Trasmission Provider and
Interconnection Provider, who ar express thir part beneficiares hereof, this Agrement
confers no rights whatsoever upon any person other than the Paries and shall not create, or
be inteipreted as creating, any stadard of care, duty or liabilty to any person not a Par
hereto.
10.9 Relationship Qfthe Paries. Nothing contaned herein shall be constred to create an
association, joint ventur, trst, or parership, or impose a trst or parership covenant,
obligation, or liabilty on or with regard to anyone or more of the Paries. Each Par shall
be individually responsible for its own covenants, obligations, and liabilties under this
Agrement.
IN WITNSS WHEREOF, the Paries have execute this Agreement by their duly
authorized representatives as of the date first above wrttn.
PacifiCoip (Counteipar J
BY:
NAME:
TITLE:
BY:
NAM:
TITLE:
Exh. 4.7(8) "15
CeCr Wì UC-NOIPoi
Exhibit A
Facilty and Generation Data to be sent by QRE
For Facilty ente the following information:
Facilty Name and Address
Resour il and Meter Number (Device il) as listed on the Meter Service Agrement for
the iso Metered Entities (MSA/SOME) Schedule 1
WREGIS il
Meter Points
Exh. 4.7(B) - 16
CeOek W'nt lL01Poi
Exh. 4.7(B)-1
ADDENDUMM
Amended and Restated Power Purchase Agreement
¡Insrt/, LL-NorPoi
AMEDANREATE POWEPUOIAGRBET
(INSERT NAM OF RlGELINE AFFILITE)
AN
PACICORP
Relati to Nort Point Prjec an 80 MW Wind Turbine Geertin Prje
a non-fuled, on-syste Inte Resur with Mechaca A vaílality Gu,
Idao Qug Facilty
fI5442 (i)
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTIONS.
SECTION 6.
SECTION 7.
SECTIONS.
SECTION 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION 15.
SECTION 16.
SECTION 17.
SECTION 18.
SECTION 19.
SECTION 20.
SECTION 21.
SECTION 22.
SECTION 23.
1f548-42
(Insert), UC-NorPoi
Table of Cont
DEFINITIONS..............................................................................................2
TE; COMMRCIAL OPERATION DATE........................................... 9
REPRESENTATIONS AN WARTIES ..........................................13
DELIVERY OF POWER; AVAILABILIT GUARATy..................... 15
PURCHASE PRICES .................................................................................18
OPERTION AND CON1ROL ................................................................20
MOTIVE FORCE .............. ......................................... '" .............................23
GENERATION FORECASTIG COSTS................................................. 24
METERIG: REPORTS AND RECORDS ............................................... 24
BILLINGS. COMPUTATIONS AND PAYMNTS............................. 26
SECURTY ............................................................................ ................. 27
DEFAULTS AN REMEDIES .............................................................28
INDEMNFICATION: LIABILITY....................................................... 30
INSURANCE............................................................................................. 31
FORCE MAJEUR .................. ................................. ............. ................32
SEVERL OBLIGATIONS................................................................... 33
CHOICE OF LAW................................................................................. 33
PARTIA INALIDITy....................................................................... 33
WAIER ................................................................................................33
GOVERNTAL JUSDICTION AN AUTHORIATIONS ..... 34
SUCCESSORS AND ASSIGNS ............................................................ 34
ENTIR AGREEMENT.........................................................................35
NOTICES..................................................................................................35
(i)
¡Insert), LL-N01 POi
AMED AN RETATE POWE PUCH AGRl\
1H AMED AN RESTATE POWE PURCHAE AGR, rela to NORlH
POIN, an 80 MW wid tu geon project, ented into this _ day of (Insert Month and
Year of Signing1 is beteen (Insert Nam of Ridgeline Affliate), a Delawa limed liability
company (the "SeDer") and PacifiCorp, an Oregon corporaton acti in its merhat fucton
caity ("PaclCorp"). Seller an PacifCoip ar reer to collectively as the "Partes" and
individually as a "Part".
REAI
A Ceda Crek Wind, LLC ("CCW') an PacifCorp ente into th ce Power
Puhae Agrment da as of Decembe -- 2011 (the "Onginal PPA"), purt to whch CCW
ha be grte the righ to asgn the Orgi PPA to an afliat of Ridg line Ener, LLC.
B. CCW ha electe to exerc it right to asgn the Orgi PPA to Seller, an af
of Ridgline Ener, LLC, and purua to the tes of the Orgi PP A effective upn suh
assignent, the Orgi PPA is to be amended and re on the te se fort in ths Agrent.
C. Seller inteds to co own, operate and ma a win failty, includg
Seller's Interconnection Facilties, for the generation of electric power locte in Idao, with an
expete Facilty Caacit Rag of80 megwa as fwer debe in Exhibit A and Exhibit B
("Facilty").
D. Seller ha seur righ to deliver outut frm its Facilty to PacifCoip across the
inteecon and other failites as fuer described in Addendum L.
E. Seller inteds to operat the Facility as a Quag Facilty, as such tenn is
defied in Secon i.59 below, and to sell Net Ou to PacifiCorp in Idao.
F. Seller es th th aver anua Net Ouut to be deliver by the Facilty to
PaifCoip is 238,483,850 kilowatt hour (kWh) ("Avere Annua Net Outpnt') pur to the
Initial Yea Ener Deliver Schedule in Secon 4.3.1, which amoun of energy PacifCo will
include in its resource planing.
G. Seller innds to sell an PacifiCoip inteds to purha all the Net Output frm the
Facilty in acce with th tes and coditions of th Agrent.
H PacifCorp inteds to deignte Seller's Facilty as a Netoi Resour for the
puiposes of serving Netork Load.
1 Th Agent is a "New QF Cont' under the PacifCoip In-Jursdcton
Cost Allocation Revised Protocol.
1. Seller ha authoriz Trassion Provide to release genertion data to
PacifiCorp. If yes, the authoriation is attached as Exhibit H.
NOW, THORE the Pares mutly ag to amen and re the Orgi PPA to
re in its en as follows:
#4S442
(Insert). lL-NoIPoi
SECTION 1.DEFIIONS
When us in tls Agrent, the followig te sh have the followig meags:
1.1 "Asbuil Supplement' shal be a supplemen to Exhibit A, prvide by Seller
following completion of constrction of the Facilty, accurtely describing the completed
Facilty.
12 "Availabilty" means, for any Billng Period, the ratio, expressed as a
percentage, of (x) the aggregate sum of the turbine-minutes in which each of the Wind
Turbines at the Facilty was available to generate at the Maxmum Facilty Deliver Rate
during the Billng 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
minutes in such Biling Period. A Wind Turbine shall be deemed not available to operate
during minutes in which it is (a) in an emergency, stop, service mode or pause state; (b) in
"ru" statu and faulted; or (c) otherwse not operational or capable of delivering at the
Maximum Facilty Delivery Rate to the Point of Delivery; uness if unavailable due solely to
(i) a default by PacifiCorp; (ii) to the extnt not caused by Seller's actions, a curilment in
accordace with Section 6.3 or (ii) insuffcient wind (including the normal amount of time
required by the generating equipment to resume operations following a period when wind
spe is below the Cut-In Wind Speed).
13 "Billng Period" mea the time period betwee PacifiCoip's reing ofits
power purchase meter at the Facilty, which for this Agreement shall coincide with calendar
months.
1.4 "CAMD" means the Clean Air Markets Division of the Environmental
Protection Agency or successor administrator, or any state or federal entity given jurisdiction
over a program involving Grn Tags or any attibute thereof.
15 "Commercial Operation" means that not less than the 90% of the expected
Facilty Capacity Rag is fully operational and reliable and the Facilty is fully
interconnected, fully integrate, and synchronized with the System, all of which shall be
Seller's responsibilty to receive or obt, and which occurs when all of the following
events (i) have occurd, and (ii) rema simultaeously 1re and acurte as of the da and
moment on which Seller gives PacifCoip notice that Commercial Operation has occurred:
1.5.1 PacifiCoip has received a cerificate addrssed to PacifiCoip from a
Licensed Prfessional Engineer (a) stating the Facilty Capacity Rating of the Facilty at the
anticipated tie of Commercial Operation and (b) sting that the Facilty is able to geer
elecc power reliably in amoun reui by th Agren and in acrdce with all other terms
and conditions of this Agrement.
1.5.2 Sta-Up Testg of the Facilty has been completed in accordce
with Exhibit E.
1.5.3 PacifiCorp has reeived a cerificate addressed to PacifiCorp from a
Licensed Professional Engineer, an attrney in good stnding in Idaho, or a lettr from
Trasmission Provider, stating that, in accordace with the Generation Interconnection
2
#45442
(Insert), UC-NorPoi
Agrent, all required 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 Interonnection Agrement and able to
deliver energy consistent with the terms of this Agrement, and the Facilty is fully
integrated and synchronized with the System.
1.5.4 PacifiCoip has received a certficate addressed to PacifiCoip frm a
Licensed Professional Engineer, or an attrney in good stding in Idaho, stating that Seller
has obtained all Requid Facilty Documents and, if requestd by PacifiCoip in writing,
Seller shall have provided copies of any or all such requested Required Facilty Documents.
15.5 Seller has complied with the securty requirements of Section 11.
15.6 Network Resource Designation and Transmission Service Request,
(i) PacifiCoip has received confirmation from the Transmission Provider that the Facilty habe deign as a Netor Resour an (li) PacifCo ha reived confon from the
Trasmission Provider that the transmission service request has been granted in suffcient
capacity to meet or exceed the Maxium Facilty Delivery Rate and the Seller ha paid all
cost as wi any reuirents of the trssion servce rest.
1.6 "Commercl Opeti Date" mea the da, as design by PacifiCorp
puruant to Section 2.4, the Facilty firt achieves Commercial Operation.
1.7 "Commission" mean the Idao Public Utilties Commission.
1.8
Energy.
"Conforming Energ" means all Net Energy except Non-Conforming
1.9 "Conforming Energy Purchase Price" means the applicable price for
Conforming Energy and capacity, specified in Section 5.1.
1.10 "Contract Year" means a twelve (12) month period commencing at 00:00
hours Pacific Prevailing Time ("PPT") on Janua I and ending on 24:00 hour PPT on
December 31; provided, however, that the first Contract Year shall commence on the
Scheduled Commercial Operation Date and end on the next succeeding December 31, and
the last Contract Year shall end on the Expirtion Date, unless earlier terminated as provided
herein.
1.11 "Cut-in Wind Speed" means the wind speed at which a stationay wind
turbine begis producing Net Energy, as specified by the turbine manufacturer and set fort
in Exhibit A.
1.12 "Default Security" shall have the meang set fort in Section 11.2 of this
Agrement.
1.13 "Delay Liquidated Damages", "Delay Daily Minimum", '~Delay Period",
"Delay Price" and "Delay Volume" shall have the meanings set fort in Section 2.5 of this
Agreement.
3
#4549742
(¡mertl, UC-NorPoi
1.14 "Delay Period Commencement Date" means October 1,2013.
1.15 "Delay Security" shall have the meaning set fort in Section I I. 1.1 of this
Agrement.
1.16 "Effective Date" shall have the meaning set fort in Section 2. i of this
Agrement.
1.17 "Energ Delivery Schedule" shall have the meaning set fort in Section 4.3
of this Agreement.
1.18 ''Environmental Attibutes" means any and all claims, credits, emissions
reductons, offsets, and allowances, howsoever entitled, associated with the generation of
Output from the Facilty or the avoidance of the emission of any ga, chemica, or other
substce to the ai, soil or wa, tht is capale of being meaur verfied, or caculat.
Envimnen Attbute include but ar not lim to: (1) any avoide emisions of pollutts to the
ai, soil, or war such as (subjec to the foregoing) sulfu oxides (SOX), nitrogen oxides (NOx),
caron monoxide (CO), and other pollutats; (2) any avoided emssions of cabon dioxide
(C02), methane (CH4), and other grouse gases (GHGs) that have been determined by the
United Nations Intergovernental Panel on Climate Chan to contrbut to the ac or
pote th of alteg the Ea's cli by trping heat in the atmosphere; and, (3) all
WRGIS Certificates. Environmental Attibutes do not include (i) Production Tax Credits or
certn other ta incentves ex now or in the futu associa with the constrction,
ownership or opertion of the Facilty, or (ii) advere wildlife or environmental impact.
1.9 "Environmental Contamination" means the introduction or presence of
Hazardous Materials at such levels, quantities or location, or of such form or chaacter, as to
consitute a violation offeder, st or loc laws or reguatons, and present a marial risk under
feder, st or loca laws and reguatons th th Pr wi not be available or usle for the
puroses contemplated by this Agrement.
1.21 ''Faci' is defined in Recital A of this Agrement.
1.2 "Expiration Date" shal have the meaning set fort in Section 2.1 of this
Agrment.
1.22 "Facilty Capacity Rating" means the sum of the Nameplate Capacity
Ratings for all Wind Turbine generators comprising the Facilty.
1.23 "Force Majeure" has the meaning set fort in Section 15.1.
1.24 "Forced Outage" means an outage that requires removal of one or more
Wind Turbines from service, another outage state or a reserve shutdown state before the end
of the next weekend. Maintenance Outages and Planed Outages ar not Forced Outages.
1.25 "Generation Interconnection Agreement" means the generation
interconnection agreement entered into separtely between Seller and Transmission Provider,
as applicable, specifying the Point of Delivery and providing for the constrction and
operation of the Interconnection Facilties.
4
#45442
(Insert), UC-NaIPoi
1.26 "Green Tags" means (a) the Environmental Attibutes associated with all
Output, togeter with (b) the Gren Tag Reportng Rights associated with such energy and
Environmental Attibutes, however commercially trsferred or trded under any or other
product names, such as "Renewable Energy Credits," "Green-e Certfied," or otherwse. One
Gren Tag represents the Environmenta Attibutes made available by the generation of one
MWh of energy from the Facilty.
1.27 "Green Tag Reporting Rights" means the exclusive right of a purchaser of
Environmental Attibutes to report ownership of Environmental Attbutes in compliance
with federal or stte law, if applicable, and to feder or stte agencies or other parea at such
purchaser's discreton, and include reporting under Section 1605(b) of the Energy Policy Act
of 1992, or under any present or futue domestic, international, or foreign emissions trading
progr or renewable portfolio stadad.
1.28 "Governmental Authori" means any supraational, federal, state or other
political subdivision thereof, having jurisdiction over Seller, PacifiCorp or this Agreement,
including any municipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or administrtive functions of or pertining to governent,
including any coipration or other entity owned or controlled by any of the foregoing.
1.29 "Hazrdous Materials" means any waste or other substace that is listed,
dermed, designated or classified as or determined to be hazarous under or puruat to any
environmental law or regulation.
1.30 "Inadvertent Energ mea energy deliver to the Point of Delivery at a rate
exceedig the Maximum Facilty Delivery Rae on an hour-averaged basis. Inadvertnt
Energy is not included in Net Energy.
131 "Index Pr", for eah day, shal me the weighte aver of the aver Pea and
Off.Peak firm energy market prices, as published in the Intercontinental Exchange (lCE)
Da Ahe Power Pr Report for the Palo Ver Hub for such day. For Suny and NEC
holidays, th 24Hour In Prce sh be us i.ess ICE sh publish a Fir On-Pea and Fir
Of-Pea Prce for such days for Palo Verd, in which event such indice shll be utliz for such
days. If the ICE index or an relaceent of tht index ceas to be published dur the te of th
Agrment, PacifiCoip shall select as a replacement a substatially equivalent index tht,
afer any appropriate or necessary adjustments, provides the most reasonable substitute for
the index in question. PacifiCorp's selection shall be subject to Seller's consent, which Seller
shll not unasonably withold, condition or delay.
132 "Initial Year Energ Delivery Schedule" shall have the meang set fort in
Section 4.3.1.
133 "Intercnnecn Faci" mea al the failties and ancilar equipmen us to
interconnect the Facilty to the System, as defined in the Generation Interconnection
Agreement.
134 "Lettr of Creit" mea an irocle stdby leter of cret in a form
reasonably acceptable to PacifiCorp, naming PacifiCoip as the par entitled to demad
payment and prent drw reuest theunde. Such letr of crt shal be provided by an
5
1f549742
(Insert), lL-NorPoin
intuon th is a Unite Sta offce of a commerial ba or tr copay or un the
la of the Unite Stas of Amerca or a politica sudiision therf, wi a crt rag on it
lon-te senor Wlseured debt of at lea "A" from Stda & Poor's and "A2" from Moody's
Inves Sece, and (uness otei ag) havin as of at lea $10,000,000,00 (ne of
reserves).
1.35 "Licse Profesiona Engineet' mea a pen acle to PacifCoip in it
reaonable judgment who is licensed to practice engineering in the stte of Idaho, who has
trg and expnence in the engieeg disciplie(s) relevant to the mars wi resp to which
such pern is caed to prvide a cecaon, evaluaon and/or opinon, who ha no ecnomic
relatonsp, assoiaton or nexus wi Seller, and who is not a resetae of a consulti
engiee, contrr, deignr or oter individua involved in the deelopent of the Facilty, or of a
manufar or supplier of any equipment inled in the Facilty. Such Lice Prfessiona
Engiee shal be lice in an apppn eneeg diipline for the re ceficaon being
mad. The engagent and paent of a License Prfesional Engiee solely to provide the
certifcations, evaluations and opinions required by this Agen shl not cons a
prhibite ecnomic relaonsip, asiaton or nexs wi Seller, so long as suh engiee ha no
oter econmic relaonp, asiaon or nexus wi the Seller.
1.36 ''Mintece Outae" mea any out of one or more Wind Turines th is not
a Forced Outage or a Planned Outage. A Maintenance Outge is an outage that can be
deferred until afr the end of the next weekend, but that requirs that the Wind Turbine(s) be
reoved frm seice before the next Plaed Ouge. A Mace Oue may ocur any time
during the year and must have a flexible sta date.
1.37 ''Mteri Advers Change" sha mea, with respect to the Seller, if the Seller
ha experienced a chage in facts or circumstaces related to development or opetion of
the Facilty that materially and adversely impact Seller's abilty to fulfill its obligations
Wlder this Agreement.
1.38 "Mamum Facilty Delivery Rate" means the maximum instataeous rate
(kW) at which the Facilty is capable of delivering Net Output at the Point of Deliver, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement.
139 "Maximum GIA Delivery Rate" means th maum ra (kW) at which the
Generator Interconnection Agrement allows the Facilty to deliver energy to the Point of
Delivery and is set fort in Exhibit A.
1.40 "Nameplate Capa Rag" mea the maxum insteous generg
capacity of any qualifying small power or cogeneration generang unit supplying all or par
of the energy sold by the Facilty, expressed in MW or kW, when operated consistent with
the manufar's recommended power far and opeting paret, as set fort in a notice
from Seller to PacifiCoip delivere before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
1.41 "NERC" means the Nort America Electric Reliabilty Coipration.
1.42 "Net Energ" means the energy component, in kWh, of Net Output. Net
Energy does not include Inadvertent Energy,
6
1f5442
(Insertj, LL-NorPoi
1.43 ''Net Output' meas al en and caity prouc by th Facili, les ston use
and less trsformation and transmission losses and other adjustments, if any. For puioses
of calcultig payment unde this Agrent, Net Output of ener shal be caculated as se fort
in Addendum L Net Ouut doe not includ Iner En.
1.44 "Network Resource" shall have the meaning set fort in the Tariff.
1,45 "Network Service Provider" mea PacifiCoip Transmission, as a provider
of network service to PacifiCoip under the Tariff.
1.46 ''Non-Cnformg Energy" mea Net Output produced by the Facilty prior to
the Commercial Operation Date.
1.47 "Non-Conforming Energ Purchase Price" means the applicable price for
Non-Conforming Energy and capacity, specified in Section 5.1,
1.48 "Off-Peak Hours" means all hour of the week that ar not On-Peak Hours.
1.49 "On-Peak Hours" means hour from 6:00 a.m. to 10:00 p.m. Pacific
Prvailing Time, Monday though Satuday, excluding Western Electrcity Coordinatig
Council (WECC) and Nort American Electic Reliabilty Coiporation (NERC) holidays.
1.50 "Output Shortall" and "Output Shortfall Damages" shall have the
meanings set fort in Section 4.5 of this Agrement.
1.51 "PacitiCorp" is defined in the first paragraph of this Agreement, and
excludes PacifiCorp Transmission.
1.52 "PacitiCorp Transmission" mean PacifiCoip, an Oregon coiporation,
acting in its interconnection and trmission function capacity.
i .53 "Planned Outage" meas an outage of predetermíned durtion that is
scheduled in Seller's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or
inspections are tyica planed outes. Maitece Outaes an Forc Oues ar not Planned
Outge.
1.54 "Point of Delivery" means the point of interconnection beteen the Facility
and the System, as specifed in the Generation Interconnection Agreement and in Exhibit B.
155 "Premises" means the real prope on which the Facilty is or wil be
located, as more fully described on Exhibit A.
1.5 "Pnme Rate" meas the rate per anum equal to the publicly anounced
prie rate or reference rate for commercial loans to large businesses in effect from time to
time quoted by JPMorgan Chae & Co. If a JPMorga Chase & Co. prime rat is not available,
the applicale PnIe Rate shall be th anounced prme rate or referce ra for commerial loan
in effect frm time to time quoted by a ba with $ i 0 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.
7
flS442
(Insert), UC-NorPoi
157 "Proucton Tax CrE" mea proon ta cr under Secon 45 of the
Internal Revenue Code as in effect from time to time during the term hereof or any successor
or other provision providing for a federal ta credit determined by reerce to renewable
electric energy produce frm wind resoures and any corrlative stte ta credit determined by
refe to reewle elecc energ prduc frm wid reur for which th Facilty is eligible.
Prducton Tax Creit do not include any ta creit detined by refernce to investment.
158 "Prudent Electrical Practices" mean any of the practices, methods and acts
engaged in or aproved by a signifcat porton of the electrcal utity industr or any of the
practices, metods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the tie a deision is mad, could have be ex to acplih the desir
re at the lowest reasonable cost consistent with reliabilty, safet and expedition. Prudent
Electrical Prce is not intede to be li to th optimum prce, metod or ac to the
exclusion of al other, but raer to be a spe of possible prces, metods or ac.
159 "QF" means "Qualifg Facilty", as th te is defed in the version of
FERC Regulations (codified at 18 CFR Part 292) in effect on the date of this Agreement.
1.60 ''Required Facilty Documents" meas all dee, titles, leases (including
Wind Leases), licenses, perits, authoriations, and agreements demonstrating that Seller
controls the necessary propert rights and governent authorizations to constrct, operate,
and mainta the Facilty, including without limitation those set fort in Exhibit C.
1.61 "Requirements of Law" means any applicable and mandatory (but not
merely advisory) federal, stte and local law, statute, regulation, roe, code or ordinance
enacted, adopt, ised or prmulga by any federl, st, loc or other Govemenl Autority
or reguatry bo (includg those pert to electrcal, buidi zoni, envinmenta and
occupational safety and health requirements).
1.62 "Scheduled Commercial Operation Date" means December 3 i, 2012, as
such date shall be extended from time to time as a result of Force Majeure; provided, that the
Scheduled Commercial Operation Date shall not be extended beyond September 30, 2013.
1.63 "Schedul Month Ener Deliery" mea the Net Energy scheduled to be
delivered during a given calenda month, as specified by Seller in the Energy Delivery
Schedule.
1.64 "Share Interconnecion Facilties" means that portion of the
Interconnection Facilties used by the Facilty and one or more other Qualifying Facilties as
fuer described in Exhibit B.
1.65 "Seller's Forecast-Cost Share" and "Seller's Capped Forecast-Cost
Share" shall have the meanings set fort in Sections 8.2 and 8.3 respectively.
1.66 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.3.3.
1.67 "System" means the electric trsmission substation and transmission or
distrbution facilties owned, operated or maintained by Tranmission Provider, which shall
8
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IInsertj. UC-Nor Poi
include, afr constrction and instalation of the Facilty, the circuit reinforcements,
extensions, and associated terminal facilty reinforcments or additions requird to
interconnect the Facilty, all as set fort in the Generation Interconnection Agreement.
i .68 ''Tariff'' means the PacifiCoip Transmission FERC Electric Tariff Seventh
Revised Volume No. 11 Pro Forma Open Access Tranmission Tarff or the Trasmission
Provider's corrsponding FERC taff or both, as revised frm time to time.
1.69 "Transmission Provider" mean PacifiCoip Transmission or a successor,
including any regional transmission organization ("RTO").
1.70 "Wind Leaes" means the memorada of wind lease and redacted wind
leases recorded in the county in which the Facilty is located in connection with the
development of the Facilty, as the same may be supplemente amended extde re or
rela frm tie to time.
1.71 "Wind Turbine" me the tye of wind turbine specified and more fully
described in Exhibit A as such Exhibit A may be updted puruat to Section 2.2.6.
1.72 "WRGIS" means the Western Renewable Energy Generation Information
System.
1.73 "WREGIS Certificate" means "Certificate" as defined by WREGIS in the
WRGIS Operating Rules.
1.74 "WRGIS Operating Rules" means the operatig rules and requirements
adopted by WREGIS.
SECTION 2.TERM; COMMRCIA OPERATION DATE
2.1 This Agreement shall become effective afr execution by both Paries and
afer aproval by the Commsion pursuant to a final and non-appealable order (''Effece
Date''), that the prces to be pad for energy and capacity ar just and renable, in the public
intere and tht the cost incur by PacifiCoip for purhaes of capacity and energy frm Seller
ar legitimate expenses, all of which the Commission wil allow PacifiCoip to recover in
rates in Idaho in the event other jurisdictions deny recovery of their proportonate share of
said expenses. Unles ealier teat as prvided herin ths Agent sh reai in effec
unti the twentiet (20th) aniversar of the earlier of the Commercial Operation Date or the
Scheduled Commercial Opration Date ("Expiration Date").
2.2 Time is of the essce of th Agrent, and Seller's abilty to mee ce
requireents prior to the Commercial Operation Date and to achieve Commercial Operation
by the Scheded Commerial Opon Dat is cricaly importt Therfor,
22.1 By the date that is four (4) months prior to the Scheduled Commercial
Operation Date, Seller shall obtain and provide to PacifiCoip copies of all goernenta pe
and autortion lis in Exbit C.
9
#454g.972
(Insertf, UC-NorPoi
222 By the date that is thir (30) days afer the Effective Date, Seller shall
provide one hundred percent (100%) of the Delay Security required under Section 11.1.1, as
applicable.
223 By December 31, 2011, Seller: (i) ha provided all information and
paid all fees the Trasmission Provider requirs to designate the Facilty as a Network
Resource in acrdce wi the Tarff (OA Tl; an (ü) ha prvided all inormaton reonably
require by PacifiCorp to submit a tranmission service request for the Facilty to the
Transmission Provider pursuant to the Tarff.
22.4 PacifCoip, within ten (10) days of receiving from Seller the
information identified in Section 2.2.3, shall (i) withdraw the request with respect to the
facilty (as defmed in the Original PPA) and (ii) reuest designation of the Facilty as a
Network Resource for the puises of serving Network Load.
22.5 At lea te (10) business days pror to delivery of any en frm 1he
Facilty to PacifiCorp, Seller shall provide PacifiCorp with an execute Genertion
Interconnection Agrment.
22.6 Withn one hundrd eighty (180) days prior to the Scheduled
Commercial Operation Date, Seller shall provide PacifiCoip with amended Exhibits, which
may include the designation of alterntive Wind Tubines for the Facilty, and such other
updates to the information contained therein.
22.7 Pror to the Commercial Operation Date, Seller shall provide Default
Security required under Section i i .2, if applicable.
21.8 Prior to the Commercial Operation Date, Seller shall provide
PacifiCoip with an As-built Supplement reasonably acceptable to PacifiCorp.
2.2.9 Seller shall use commercially reasonable effort to achieve
Commerial Operation by 00:00 PPT December 31, 2012.
23 Beginning on Janua 6, 2012 and on the fift (St.'i) business day of each
month thereafter until the Commercial Operation Date, Seller shall provide PacifiCorp with a
one-page monthly updte bye-mail on the progress of fiancing and/or constrction of the
Project and status of completion of the milestones in Section 2.2.
2.4 Estblishng Commercia Operation. Seller sha provide writt notice to
PacifCorp stag when Seller believes th the Facilty ha achieved Coercial Opon.
PacifiCoip shall have ten (10) business days aftr receipt either to confirm to Seller that all
of the condions to Commercial Operation have be satfied or have occur, or to st with
speifcity wha PacifiCoip reonably believes ha no be satfied if withn such te (10)
business da peod PacifCoi eiter does not repond or else conf th 1he Facilit ha
achieved Commerial Opon 1he origil date of receipt of Seller's notice shal be the
Commerial Opertion Date. IfPacifCoip noties Seller with such te (l0) business day period
that PacifiCorp reasonably believes the Facilty has not achieved Commercial Operation,
Seller may, if it ha a go fa belief th Comerial Operon has been achieved submit a
Techrcal Dispute Notice, or else Seller shall addrs the concer st in PacifCoip's notice to
10
#45442
(Insertj, lLor Pai
the mut sasfon of both Pares. If Seller submts a Technca Diut Notice and th
Technical Expert determines that Commercial Operation has ben achieved, then the
Commerial Opon Dat shl be the da, as deined by the Technca Exrt th the Facilty
firs met all the reuien of Commerial Opon; oterse the dat upon which Seller has
addrssed the concerns st in PacifiCoip's notice to PacifiCoip's reasonable satsfaction, as
speified in a notice from PacifiCoip to Seller, shal be the Commerial Opon Dat. If
Commerial Opion is acieved at less th one hundr pet (100%) of the exct Facilit
Capait Rag and Seller inorms PacifiCorp that Seller inteds to bn the Facilty to one
hun pet (i 0010) of the expe Facili Capait Ra Seller shal provide PacifiCorp with
a lis of al items to be complet in order to achieve th ex Facilty Capacity Rating.
2.4.1 Technical Expert. If and only if, a dispute regards (i) wheter or not
Commerial Operation ha ben achieved and/or (ii) the date when Commerial Operation was
achieved~ the Paries may have such dispute, and only such dispute, reolved purt to ths
Secon 2.4.1. Any such dispute will be deted by an indedent teca expe who shal be
a mutly acble th pa with tr and expenence in the disciplines relevant to the
matrs with respe to which such peon is caed upon to prvide a ceficaon, evaluaon or
opinon (the "Technic Expert"), which determintion shall be (X) made (subject to the
terms in this Section 2.4) in acordce wi th Costcton Industr Arbittion Rues an
Medaton Prour (Icludi Prur for Lage, Complex Consction Disputs) of the
AA, as aiended and effective on October i, 2009 (the "Technical Dispute Procedure"),
notwithdig any dollar amounts or dollar limitations contaned therein, and (Y binding
upon the Paries.
(a) Either Par may commence the dispute process as to the
mattrs set fort in pargrph 2.4.1, above, with the American Arbitration Association
("AA'') by notig AA and the other Par in wrg (''Technica Dispute Notice") of such
Par's desire that the dispute be resolved though a deterination by a Technical Expert.
(b) The deinion sh be conduct by a sole Tecca Expert
The Pares may selec any mutly acle Tecca Ex If the Pares caot agr on a
Technica Ex with five (5) days afr the date of the Technica Disput Notice, ilen theAA's
Ariton Adminstr shal sed a lis and rees of th (3) availe teca ex mee
the quacaons set fort in Secon 2.4.1 to the Pares, eah of whom sh st one nae, and the
remaing peon shall be appointe as the Techncal Exrt. If more than one na reai,
either beus one or boil Pares hae faled to resp to the AA's Arition Admst
with five (5) days afr reivig the list or bese one or boil Pares have failed to ste a nae
frm the li or be both Pares s1 the sae nae, the AA's Aritrtion Admsttor
will choose the Techncal Exprt frm the reaig naes. If the designated Techncal Expe
shl die, beme incable or, unwilling to, or unle to see or proced with the determination,
a substitute Technical Expert shall be appointe in acrdce wi the selecon pr
denbe above, and such substute Technca Expe shal have al such power as ifhe or she ha
be origially appointed herein.
(c) Within th (30) days of the apintmen of the Tecica Exrt
puruant to the foregoing sub-seon ea Par sh subit to the Technca Exrt (and copy the
öthr Par) a wrtt rert contg its position with respect to the dispute, and arguents
therfor together with supportg doumentaon and caculatons. Discver shal be limite to
11
tf5442
(Insert), UC-NOI Poi
Facilty documention relag to the disput ma. With six (60) days frm reipt of such
submissions, the Technica Exprt sh select one or the other Par's position with respect to the
dispute, aritmable issues set fort in Secon 2.4.1 abve, whereupon such selection sha be a
bindig detintion upon the Pares for al purse herf. The cost of th Technica Exrt
inludi hi or he fee an exps, sh be hoe by the Par whse poiton wa not selec by
the Tecica Ex; ea Par shal oteise be its own exses. If the Technca Expert fas
to rede a decision with niet (90) days fr reipt of each Par's subsions, either Par
may, pror to the Technca Expert's fi decision, initiate litigation, in which cae the Techncal
Expert's fial decision shall not be binding on the Paries unless otherwse agreed.
2.42 All ver and wrtt communcaons beee the Pares and isued or
prepared in connection with this Section 2.4.1 shall be deemed prepared and communcated in
fuerce, and in the conte of dispute seement, and shal be exempt frm diver and
prducton, and shall not be adissible in evidece (wheter as adssion or otheie) in any
litigaon or other prce for the relution of the dispute.
2.43 All deadlines specified in ths Section 2.4 may be extended by mutual
agreement of the Paries.
2.5 Delay Damages. Seller shall cause the Facilty to achieve Commercial
Operation on or before the Scheded Comerial Opon Da. If Commerial Opraon oc
afthe Scheduled Commercial Operation Date, Seller shall be liable to pay PacifCorp
delay dages for the numbe of days (''Dla Peri') th the Coer.al Opon Da occu
afr Ocobe 1, 2013, until the ealier of ocurce of th Commercial Opon Dat or the
teon of th Agren ("Dela Liuite Daag'); pr tha Seller shl not acrue
any Delay Liquidate Damages afr: (i) Seller ha tiely achieved the milese in Secon 2.2.3;
and (ii) Seller ha safied all reuients of Commerial Operaon except for one or more
requients in Secion 1.5 .6. Bilings and payments for Delay Liquida Dam sh be made
in ac with Seon 11.1.
2.5.1 Delay Liguidate Dames. Delay Liquidated Damges eqs the sum of:
for each day in the Delay Period, the greater of (1) the Delay Daily Minimum or (2) theDelay Price times the Delay Volume, .
Wh:
"Delay Dail Miimum" equas (a) for the fi fort-five (45) calend days
followig th Scheduled Commerial Opon Dat: onenietet (l19) of fort-
five doll ($45) multiplied by the Maimum Facilit Deliver Ra with the
Maximum Facilty Delivery Rate bein mea in kW; (b) af the fort-fift
(45~ caen day followig the Schuled Coerial Opeon Dat: the Delay
Price ties the Delay Volume.
"Dela Prce eqs the poitive differce, if any, of the Inde Prce mius the
weighted averge of the On-Pea and Of-Pea monthly Conforming Ener
Purchase Prices; and
''Dela Volume" equals the applicable Schedled Monthy Ener Delivery
divided by the number of days in that month.
12
fI5442
(lnsertj, UC-Nor Poi
2.5.2 Appropriateness of Damages. The Pares agr that the damages
PacifCorp would incu due to delay in the Facilty achieving Commerial Opon on or before
the Scheduled Commercial Opeation Date would be diffcult or impossible to prct with
ce, and th the Delay Liquidate Dames ar an apprpr approximation of such
daages.
SECTION 3.REPRESENTATIONS AN WARTIES
3.1 PacifiCoip represents, covenants, and warts to Seller tht:
3.1. PacifiCoip is duly organized and validly existing under the laws of the
State of Oregon.
3.1.2 PacifiCoip has the requisite coiporate power and authority to enter
into ths Agren and to peomi actdg to the te of ths Agren.
3.1.3 PacifCorp ha taen all coiporae actions required to be taen by it to
authorie the execution, delivery and performance of this Agreement and the consumation
of the trsactions contemplated hereby.
3.1.4 Subject to Commssion approval, the execution and delivery of this
Agrement does not contrvene any provision of, or constitute a default under, any
indenture, mortgage, or other material agreement binding on PacifiCoip or any valid order of
any court or any regulatory agency or other body having authority to which PacifiCoip is
subject.
3.i.s Subject to Commission approval, this Agrement is a valid and legally
binding obligation of PacifiCoip, enforceable against PacifCoip in accrdance with its ters
(except as the enforceabilty of this Agrent ma be limit by bay, insolvency, ban
moratorium or simlar laws afecing creditors' rights genery and laws retrctg th availabilty
of equitale reedes and exce as th enorcabili of1h Agent ma be subjec to geera
priples of eq, wheter or not such enforceabilty is considere in a proceeding at equity or
in law).
3.2 Seller represents, covenants, and warrts to PacifCorp that:
3.2.1 Seller is a limited liabilty company duly organized and validly
existing under the laws of Delaware.
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and has, or wil have at the dae of Commercial Operation of the Facilty, all
reuisite power and autority 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 offcers have taken all actions
requird to authorie the execution, delivery and performance of this Agreement and the
consumation of the transactons contemplated hereby.
13
#45442
llnsert), UC-NorPoi
3.2.4 The execution and delivery of this Agrement does not contravene any
provision of, or constitute a default under, any indenture, mortgage, or other material
agrement binding on Seller or any valid order of any cour, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordace with its terms (excet as the enforceabilty of this
Agrement may be limited by banptcy, insolvency, bank moratorium or similar laws
afectig creditors' rights generlly and laws restrctig the availabilty of equitable remedies
and except as the enforceabilty of ths Agrement may be subject to general principles of
equity, whether or not such enforceabilty is considered in a proceeding at equity or in law).
32.6 The Facilty is and shall for the ter of this Agrement contiue to be a
QF. With thirt (30) days after the Effective Date, Seller shall provide the appropriate QF
certification, which may include a Federa Ener Regulatry Commssion self-eficaon to
PacifCorp. At any tie therer that PacifCoip has ren to believe dug the te of ths
Agent tht Sellers sta as a QF is in queson, PacifiCorp may reui Seller to provide
PacifiCoip with a wrtt lega opinion frm an atorney in good stg in the st of Ido and
who ha no ecmic relaonship, asiaon or nexu with the Seller or the Facilty (other than
in a capacity as counl providing such requested legal opinion), stating that the Facilty is a
QF and providing sufficient proof (including copies of all documents and data as PacifiCoip
may request) demonstrating that Seller has maintaned 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 proceding, is unble 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 impair Seller's abilty to own and
operate the Facilty in accordace 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 PacifiCoip.
3.2.9 Seller is not in default under any of its other material agrements that
would result in Seller's failure to perform its material obligations hereunder.
3.2.10 Seller own all right, title and interest in and to the Facilty, free and
clear of all liens and encumbraces other thn liens and encumbraces created by or though
Seller related to third-par fiancing of the Facilty, and Seller (or its successor in interest)
will continue to own for the term of this Agreement, all right, title and interest in and to the
Facilty, free and clear of all liens and encumbrances other than liens and encumbrances
related to third-pary financing of the Facilty.
3.2. i 1 In entering into this Agreement and the underting by Seller of the
obligations set fort herein, Seller has investigated and determined that it is capable of
performing hereunder and has not relied upon the advice, experience or expertse of
PacifiCoip in connection wit the trsactions contemplated by this Agreement.
14
#45442
(Insert), UC-NOIPoi
3.2.12 All professionals or expert including, but not limited to, engineers,
attrneys or accountats, tht Seller may have consulted or relied on in underting the
transactions contemplated by this Agreement have ben solely those of Seller.
3.2.13 All leases of real property required for the operation of the Facilty or
the performance of any obligations of Seller hereunder ar set fort and accurately described
in Exhibit C. Upon reuest by PacifiCorp, Seller shall provide copies of the Wind Leases to
PacifiCoip.
32.14 All inormaton about the Facilty set fort in Exhibit A, Exhibit B, and
Exbit C has ben verfied by Seller and is acur to th be of it knowledge.
3.3 Notice. If at any tie dug this Agrement, any Par obtains ac knowledge
of any event or informtion which would have caused any of the representations and
waranties in th Secon 3 to have ben maly untre or misleadg when made, such Par
shl provide the other Par with written notice of the event or information, the
reprsentations and waes afect and the acon, if any, whch such Par intends to tae to
mae the repreentations and warties tre and correc. The notice reuired puruant to this
Section sh be gien as soon as pracable a:the ocurce of eah such even
SECTION 4.DELIVRY OF POWER; AVAIABILITY GUARTY
4.1 Deliver an Accce of Net Ouut Excep for any cuent spifed in
Secton 6.3, unless otherwise provided herein, PacifiCorp will purhase and Seller will sell
all Net Output frm the Facilty.
42 No Sales to Third Paries. Durig the term of this Agrement, Seller shall not
sell any Net Outut from the Facilty to any entity other th PacifiCorp.
4.3 Energy Deliver Schedule. Seller shl pr an prvide to PacifCorp, on an
ongoing basis, a writtn schedule of Net Energy expected to be delivered by the Facility
("Energy Delivery Schedule"), in accordance with the following:
4.3. i Dug the fi twelve ful caenda month followig the Commerial
Option Date, Seller predicts that the Facilty will produce and deliver the following
monthly amounts ("Initial Year Energ Delivery Schedule"):
Month
Januar
Febru
March
April
May
June
July
August
Energ Delivery (kWh)
21,405,435
17,789,164
24,579,189
19,941,059
22,123,757
17,864,218
16,469,162
18,120,502
15
#45442
AveragekW
28,728
26,494
33,037
27,691
29,686
24,738
22,105
24,339
lInsert). UC-NorPoi
September
October
November
December
TOTAL:
16,867,192
18,958,152
22,001,634
22,364,385
238,483,850
23,461
25,536
30,563
30,085
27,205
4.32 Seller may revise the Initial Year Energy Delivery Schedule any time
prior to the Commercial Operation Date.
433 Begg at th end of the ni fu caenda month of opeon, and at the
end of ever third month therafr, Seller sha supplement the Energy Delivery Scedule with th
addiona month offoiw es (which sh be apened to ths Agen usi the fon
spified in Exibit D) ("Subsuent Energ Deery Scedul'1, suh th the En Deliver
Schedule will pride at lea th mon of scheed ener estates at al ties. Seller shl
prvide Subuent Ener Deliver Schedules no late th 5:00 pm PPT of the 5th day af the
due da. If Seller doe not prvide a Subseuen Ener Deliver Schedule by the abve dea,
scheuled ener for th omitt peod shal equa the amoun scheduled by Seller for th sae
th-month period durg the previous year.
43.4 Upon and af the Conuercial Operaton Dat, Seller may no longe
rese the Ener Deliver Scede for the fi six ful caenda mont of Commerial Opon.
Aft 5:00 p.m. PPT of th fi busines day following the end of the thir fu caen month of
Coeria Opon and the end of eah th caenda mont th, Seller may no longer
rese the Energ Deliver Sche for th si caen month imedatly followig such th
mon. Subjec to the foregoin rectons in th Seon 4.3.4, Seller may re the Ener
Delier Schedule for any unct mont by providig wrtt notice to PacfiCoip. Failur to
provide tiely wrtt notice of chaned amounts will be deeed to be an electon of no chae.
4.4 Minimum Availabiltv Obligation. Seller shall cause the Facilty to achieve an
Avaiabili of at lea 85% du eah month ("Guarte Availilty).
4.5 Liquidated Damages for Output ShortalL. If the Availabilty in any given
month falls below the Guarteed Availabilty, the resulting shortfall shall be expressed in
kWh as the "Output Shortfall." The Outut Shortall shall be calculated in accordance with
the following formula:
Output Shortal = (Guteed Avaiabilty - Avaiabilit) *
Sceduled Montly Ener Deliver
Seller sh pay PacifiCorp for any Ouut Shortall at the lower of (1) the poitive differce, if any,
of the Inde Prce minus the weighte avere of the On-Pea and Off-Pea montly Confg
Ener Puha Prce; or (2) the weighte avee of the On-Pea an Of-Pea monthConng En Puha Prce (''Otput ShortU Dae¡'1.
Output Shortal Damaes = Ouut Short * Ou Shortl Prce
Wb:
Output Shortll Prce =(Index Prce - Weighte Average CEPP), except
16
#4S442
(Inser), UC-NorPoi
that Ü Output Shortall Price -c 0, then Output
Shortall Price = 0, and except that if Output
Shortall Price;: Weighted Average CEPP, then
Output Shortall Price = Weighted Averge
CEPP
Weigbted Average CEPP = the Weighted Average On-Pea and Off-Peak
Conforming Energy Purchase Prices for the
month of Output Shortall
Ifan Output Shortall occurs in any given month Seller may owe PacifiCorp liquidated
damages. Each Par agrees and acknowledges that (a) the damages tht PacifiCorp would
incur due to the Facilty's failure to achieve the Guanteed Availabilty would be diffcult or
impossible to preict with certinty, and (b) the liquidated damages contemplated in this
Section 4.5 are a fair and reasonable calculation of such daages.
4.6 Audit Rights. In addition to data provided under Sections 9.3 and 9.4,
PacifCoip shall have the right, but not the obligation, to audit the Facilty's compliance with
its Guaranteed Availabilty using any reasonable methods. Seller agres to retain all
perormance related data for the Facilty for a minimum of the years, and to cooperate with
PacifiCorp'in the event PacifiCoip decides to audit such data.
4.7 For a period often (10) year frm the Commercial Operation Date, Seller
shall have title to the Green Tags immediately upon the generation of the Output at the
Facilty that gives rise to such Gren Tags. On the tenth (lOth) aniversar of the
Commercial Operation Date though and including the Expiration Date, PacifiCoip shall
have title to the Green Tags immediately upon the generation of the Output at the Facilty
that gives rise to such Gree Tags. Each Par shall execute all additional documents and
instrents reasonably requested by the other Par in order to fuer document the
ownership of the Green Tags during the respective Par's ownership. Without limiting the
generality of the foregoing, Seller shall, on or before the 10t day of each month during
which PacifiCorp has ownership rights to the Grn Tags, deliver to PacifiCoip a Gren
Tags Attesttion and Bil of Sale (in the form atthed as Exhibit 4.7(A)) for all Green Tags
delivere to PacifiCoip hereunder in the preeding month, along with any verication that is
in conformance with the then-curent Center for Resource Solution's Green-e program, or
any successor program. The Par having ownership of the Gren Tags at the time (the
"Green Tag Owner"), at its own cost and expense, shall register with, pay all fees required
by, and comply with, all reporting and other requirements ofWRGIS relating to the Facilty
or Green Tags. The Seller shall ensure that the Facilty wil participate in and comply with,
during the Ter, all aspects ofWRGIS. The Green Tag Owner shall be responsible for any
costs charged by the qualified reporting entity for the Facilty to paricipate in and comply
with, durng the Term, all aspects ofWRGIS. The Green Tag Owner shall, at its sole
expense, use WRGIS as required pursuant to the WREGiS Operating Rules, including but
not limited to those rules related to effectuting the transfer ofWREGIS Certificates and
trsferrng such WRGIS Certficates in accordance with WRGIS reporting protocols and
WRGIS Operatg Rules and as required under ths Agreement. Seller may either elect to
enter into a Qualified Reporting Entity Services Agreement with PacifCorp in a form similar
to that in Exhibit 4.7(B) or elect to act as its own WREGIS-defined Qualified Reporting
17
if.542
flnsertj. UC-NorPoi
Entity. Seller shal upon wrtten reuest from PacifiCoip provide copies of all
documentation submitted to WREGIS in connection with the Facilty. Furter, upon
notification by WRGIS or CAM that any trsfers of Green Tags contemplated by this
Agreement have not been reorded, the Paries shall promptly cooperate in taing all
reasonable actions necessar so that such transfers can be recorded. Seller shall at its
expense caus the Facilty to maintain its registration in good stading with the Center for
Resoure Solution's Gren-e program, or any successor program, thoughout the Term;
provided, however that each Par shall ( a) not take any action (other than the provision of
trthfu information) to impair the Facilty's good stadig with such program and (b) shall
provide such information as is reasonably requested to maintan such registration. The
Paries shall reasonably cooperate in any registrtion of the Facilty in the renewable
portolio stdad or equivalent program in all such fuer states and programs in which the
Paries may wish to register or maintained registere the Facilty by providing copies of all
such inormation as reasonably required for such registrtion. Neither Par represents or
warants that the Green Tags can be used for any purose. The Pares acknowledge that the
Grn Tags may be subject to action by Governental Authority and neither Part is liable
to the other Par for action taen by a Governental Authority in connection with the Green
Tags that is not a result of a breach of this Agreement.
SECTIONS.PURCHASE PRICES
5.1 Energy Purchase Price. Except as provided in Section 5.3, PacifiCorp wil pay
Seller Conforming Energy Purchase Prces or Non-Conforming Energy Puhase Prices, as
applicable, for Net Output adjusted for the month and On-Pea Hour or Off-Peak Hours and
the wind integrtion cost using the followig formulae:
Conforming Energ Purchase Pnee = (AR ". MPM) - WIC
Non-Conforming Energ Purchase Price:: (Anc * MPM) - WIC
Where:
AR =
Conforming Energy anual rate from Table 1, below, for the
year of the Net Output.
the lower oj
85% of the Conforming Energy annual rate from Table
1 below, for the year of Net Output
AR
or
MPM =
85% of average of the daily Index Price for each day of
the month, or portion of month, of Net Output.
monthly On-Peak or Off-Peak multiplier from Table 2 below,
that corresponds to the month of the Net Output and whether
the Net Output occurd durg On-Peak Hour or Off-Peak
Hours.
18
#4548-2
WIC =
(Insert), UC-Nor Poi
S6.501M, the wind integration cost prescnbed in
Commission Ordr No.31021.
Exle cacuons ar prde in Exit G.
Table 1: Conformg Ener Anua Rate
Year Conformng Energ
Annual Rate (AR")
SfMWh
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
2oi~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
2033 132.64
2034 136.92
Table 2: Monthly On-Pea-Pea Mullier
Month On-Peak Off-Peak
Hours Hour.
Januar 103%94%Febru 105%970/0
Marh C)~0J SO%
Annl 95%76%
Mav 92%63%
June 94%65%
Julv 121%92%
Aumist 121%106%
Senmbe 109%99%
October 115%105%
November 110%96%
December 129%120%
19
#454042
(Insert), UC-NorPoi
5.2 Payment.
For ea Billng Perod in eah Co Yea, PacifCo shl pay Seller as follow:
For delier ofConfonn Ener:
Paent = (CFiimea .. CEPrce-pe/l 00) +
(Cfir-Pc'" cæPrce-P1 100)
For deliver ofNon-Conng Ener:
Payment = (NCEner~ca "'NCE~-pe/l00) +(N~-P*NCEir-P/100)
Wh:
CEer =
CEPrce =NCE =
NCEPce =
OnPea =
Ot-Pe =
Conforg Ener in kWh
Confonn Ener Puha Price in $I
Non-Cononn Ener Puha Prce in kWh
Non-Confonng Ener Puha Prce in $/
th corrndg value for On-Pea Hour
th corrndig value for Off-Pea Hour
5.3 Invert Ener. So lon as accepce of Invert Energ does not caus
PacifiCorp to violate the terms of its Netork Transmission Serice and is consistent with
Prent Elecca Prces, PacCoip wil ac Iner Ener, but wil not purha or pay
for Inadvertnt Energy.
5.4 Additional Compensation. Seller shall not be entitled to any compensation
over and above the Conforming Energy Puhae Prices or Non-Conforming Energy
Purhase Prices, as the case may be, for the Green Tags associated therewith.
SECTION 6.OPERATION AND CONTROL
6.1 As-Built Supplement. Upon completion of any constrction afecting the
Facilty, Seller shall prvide PacifCoip an As-buih Supplement beg the stap of a Licensed
Professional Engmeer that accurately depicts the Facilty as built. The As-built Supplement
must be reviewed and approved by PacifiCorp, which approval shall not unrasonably be
witheld, conditioned or delayed.
62 Qperation. Seller shall operte and maintain the Facilty in a safe maner in
accordance with the Generation Interconnection Agreement, Prudent Electrical Praices and
in acrdce with the reents of all applicale feder st and loc laws and the Natona
Electrc Safety Code as such laws and code may be amended frm time to time. PacifiCùip
shall have no obligaon to puhas Net Ouut frm 1he Facilty to th ext the intennecon
be the Facilit and PacifiCoip's electc sy is discimec supeded or inptd, in
whole or in par pursuant to the Generaon Interconnection Agrement, or to the extent
geeron curlment is reui as a re of Seller's non-compliance with the Geeron
Inteonnection Agrment PacifCoip shal have the right to inspet the Facilty to conf that
20
if54042
(Insert). UC-NorPoi
Seller is operating the Facilty in accordance with the provisions of this Section 6 upon
renable notice to Seller. Seller is solely rensible for the opon and matece of the
Facilty. PacifCorpshl not, by reon of it decision to inspe or notto inspe the Facilty, or by
any action or inaction taen with respect to any such inpection, assume or be held reponsible
for any liabilit or occurnce arsing frm the opeon and matece by Seller of the Facilty.
63 Curlment. PacifiCorp shall not be obligated to purchase, receive, pay for, or
pay any damages associated with, Net Output (or associated Production Tax Credits or
Environmental Attibutes) if such Net Output (or associated Production Tax Credits or
Envienta Attbues) is not delivere to the Sys or Point of Deliver due to any of the
following: (a) the intercnnection beeen the Facilty and the System is disconnect,
sus or innu in whole or in pa consist wit th te of the Geon
Intennecon Agen (b) the Trasion Prvide or Netor Sece Prvide di a
geer cuen recton, or reh of generon in the ar (whch would includ the Net
Ouut) for any ren, even if su curen or re diretive is caed out by PacifCoip,
which may fulfill such directive by acting in its sole discretion; or ifPacifiCoip curs or
otherwse reuce the Net Outpt in order to mee its obligaons to the Tramission Provider or
Network Service Provider to operate within system limitations, (c) the Facilty's Output is
not received because the Facilty is not fully integrated or synchronized with the Sys, or
(d) an event of For Majeur prents either Par from deliver or reiving Net 0u. Seller
sh rebly detin th MW amoun of Net Ou cued pu to th Secon 6.3 af
the fact baed on the amount of ener that could have be gener at the Facilty and deliver to
PacifCo as Net Ou but tht was not geer and deliver beus of th culment Seller
shal dee th quatity of such cued ener bas on (x) the time and duration of the
curtlment period and (y) wid conditions reorded at the Facilty durg the peod of
curlment and the power cure spifed for the Wind Tubines as shwn in Exhibit A. Seller shl
prompty provide PacifCorp wi accss to such inormation and data as PacifiCoip may
reasnably require to confirm to its reasonable safaon the amoun of ener th was not
generat or delivere beus of a cuent described in this Section 6.3.
6.4 PacifiCorp as Merchant. Seller acknowledges that PacifiCoip, acting in its
merchant capacity fuction as purchaser under this Agreement, has no responsibilty for or
contl over PacifCorp Trassion or any sucessr Tramission Prvider.
65 Outages.
6.5.1 Plaed Outas. Except as otheiwse prvided herin, Seller shll not
schedule Planed Outage during any portion of the months of November, December, Janua,
Febru, June, July, and Aug exce to the extnt a Planed Outge is renaly reui to
enle a vendor to safy a gu reent in a sion in whch the ven is not other
able to peonn the gute work at a tie other th durg one of th month speed abve or to
th ex such Plamed Oute is re in acrdce with Pnent Electrca Prtices. Seller
shi in Exhbit D, provide PacifCorp wi an anua for of Plaed Oues for eah Contr
Yea at lea one (l) mon but no more that thee (3) months, before the first day of that
Contract Year, and shall promptly update such schedule, or otherwise change it only, to the
extent that Seller is renably reui to chage it in ordr to comply with Prent Elecca
Praces. Seller shl not schedule more than one hmidr fift (150) hour of Pla Ous for
each calendar year. Seller shall notify PacifiCoip of any deviation to the anual Planed
21
#45442
lInsert). IL-Nor Pot
Ou schedule, abve, on the Monday prg the scheding wee in whch the sooner of the
following wil occur: (a) the outge as predicted in the Planed Outage schedule; or (b) the
outae per Seller's revised plans. Such notice shll consist of a Monday-Suny, hourly
spree showig the re to Fac curlmen (M for th scheduling week. Seller
shl not schedule any maitenance of Shar Inteecon Facilies durg Novembe,
Dember, Janua, Febru, June, July, or Augu without the prior wrtten apval of
PacifiCoip, which apprval may be reasonably withheld by PacifiCoip.
6.5.2 Matena Outes. If Seller reonaly detines th it is neces to
schedule a Maice Oue, Seller shal notifY PacifiCoip of the proposed Mace
Oue as son as prcale but in any even at lea five (5) days before th outge begi (or such
sho peod to whch PacifCoip may rely cot in light of then exst wid conditions).
Upon such notice, the Pares sh pla the Mace Ou to muty acmm th
renale reent of Seller and the sece obügaon ofPacifCoip. Seller shall tae all
renable mea an us commercially reasonale effort consistent with Prudent Electcal
Prices to not schedule any Mace Ou du the followi peod: Jue 15 thug Jun
30, July, Augu and Sepbe 1 thugh Sepmber 15. Seller shl includ in such notice ofa
prpose Mantece Outge the exp st da and tie of the oute, the amoun of
generon capit of the Facilty th wi not be availe, and the exp completon da and
tie of the outage. Seller may prvide notices unde this Secon 6.5.2 orally. Seller shall confi
any such oral notificaton in wrting as soon as practicable. PacifiCorp shall promptly respond
to such notice and may request renale modcaons in the schede for the out. Seller
sha us all reonale efor to coply with PacifCoip's re to modifY the schedule for a
Matenace Ouge if such modcation has no substi impact on Seller. Seller sh notifY
PacifCoip of any subseue chage in generon cait of the Facilit dug such Matece
Ou and any chages in the Maice Oute completon da and tie. Seller shl ta aU
renable meas an exeris it commerially reonable effort cois with Pruden
Elecca Practices to miiz the fruency and duraton of Mainnace Outages.
6.5.3 Forced Outaes. Seller shall promptly prvide to PacifiCoip an oral
rert, via telephone to a numbe speed by PacifiCoip, of any Forc Ouge of the Facilty. Such
report shl include the amoun of generation caity of the Facilty th wil not be available bee
of the Forc Ou and the ex re da and ti of such generaon capacity. Seller shl
promptly update the report as necessar to advi PacifCoip of change cirumces. If the
For Ou reulte in more th 15% of the Facilty Cait Ra of the Facilty bein
unvailable, Seller sh co th ora rert in wrti as son as prcable. Seller shall tae al
renale meas and exerise its commerially reasnale effrt consistt with Prent
Elecca Prces to avoid Forc Outages and to minimize their duration.
6.5.4 Notice of Dertings and Outages. Without limiting other notice
requirements, Seller shall notifY PacifiCoip, via telephone or via electronic mail, to a number
or email address specified by PacifiCoip, of any limitation, restrction, derating or outa
known to Seller that afects the generaon cait of the Facilty in an amout grater than five
percent (5%) of the Facilty Capaity Rating for the followig day. Seller shall promptly
update such notice to reflect any material changes to the information in such notice.
6.5.5 Effect of Outages on Estimated Output. Seller shall factor Planed
Oues and Maenace Ouge th Seller reonaly ex to encounter in the ord
22
#4548-42
flnsert), UC-N01 Poi
coure of opera tle Facilit int th Scheduled Monthy Energ Deliver amounts in the Energy
Delivery Schedule set fort in Exhibit D.
6.6 Scheduling.
6.6.1 Coopeon and Stadas. Wit resp to any and all scheduling
reuiren in ths Agren (a) Seller shl cope witl PacifCoi wi repe to scheding
Net Outut and (b) eah Par shal deignte autori resetaves to communcat witl rega
to scheduling and rela mars arsi hereunder.
6.62 Schedule Coordon. If as a result of this Agrmen PacifiCoip is
deemed by an RTO to be ficially responsible for Seller's perfomi under the Generon
Inteonnecton Agent due to Seller's lack of stag as a "schedulin coordtot' or otler
RTO recogniz designation, quifcaon or otheiwse, tlen (a) Seller shl acuir suh RTO
regn stadig (or sh contr witl a thir par who ha such RTO regn stdi)
suh tht PacifCo is no longer reible for Seller's performce unde the Geeron
Innnection Agement, and (b) Seller sh defend, inen an hold PacifCorp haes
ag any liilty arin due to Seller's perfonnance or failur to perfonn under the Geeration
Inteconnection Agrement or RTO requirment.
6.7 Delivery Exceeding the Maximum GIA Delivery Rate. Seller shall not deliver
energy from the Facilty to the Point of Deliver at a rate th exceeds the Maxum GIA
Delivery Rate. Seller's failure to limit such deliveries to the Maximum GIA Delivery Rate
shall be a breach of a material obligation subject to Section 12.1.8.
6.8 Accss Rights. Upon renale pror notice and subjec to th pren saet
requirements of Seller, and Requirements of Law relating to workplace health and safety,
Seller shall provide PacifiCorp and its autoried agents, employees and inspectors
("PacifiCorp Reresntaties") wi renale ac to the Facil (a) for the puse of re
or test metri equipmen (b) as necessar to witns any accptace te, (c) for purses of
implementing Section 4.6, and (d) for other reasonable puroses at the reasonable request of
PacifCoi. PacifCoip sh releae Seller aga and frm any and all any and all loss, fies,
penalties, claims, actions or suits, including costs and attorney's fees, both at trial and on
appeal re frm acons or omssions by any of th PacifiCo Repntaes in connection
wi their access to the Facilty, except to the extnt that such daages are caused or by the
intentional or grssly negligent aet or omission of Seller.
SECTION 7.MOTIVE FORCE
Prior to the execution of this Agreement, Seller provided to PacifiCoip Wind Leases and a
motive force plan including an hourly wind profie acceptable to PacifiCoip in its reasonable
discretion and attched hereto as Exhibit F-1. Within three (3) months afer the Effective
Date, Seller wil provide a wind report from any of GL Garad Hassan, A WS Truepower,
LLC, or DNV Global Energy Concepts, Inc. certifyng that the implementation of the fuel or
motive force plan can reasonably be expected to provide fuel or motive force to the Facility
for the duration of this Agrement adequate to generate power and energy in quantities
necessar to deliver the Average Anual Net Output. Seller wil provide an updated estimate
of Average Annual Net Outut at the time it provides an amended Exhibit A pursuat to
Section 2.2.6 if Seller has selected different Wind Turbines.
23
#45442
(InsertJ, UC-NorPoi
SECTIONS.GENERATION FORECASTING COSTS
8.1 Foreas Serice Elecon. PacifiCoip may, in its discon, ad foreng
services for Seller's Facilty to PacifiCoip's existing contract with a qualified wind-energy-
pructon foretig vendor, which cotr and vendor may chage durng the ter of this
Agrement.
82 Seller's Forecast-Cost Share. Puuat to Commission Order No. 30497,
Seller sha be reponible for 50% ofPacifCoip's co of ad such foreg sece
t'SeDer's Forecst-Cost Share") up to Seller's Capped Forecast-Cost Share.
83 Cap on Seller's Fore-Cost Sha. Seller's Foreast-Cost Sha for a given
Contract Yea is capped at 0.1% of total payments made by PacifiCoip to Seller for Net
Outut durng the preious Contract Year r'Seller's Cappe Foret-Cost Share"). If the last
Contract Year of this Agreement is shortr than a full calenda year, the cap wiH be prorated
for th shorted year. For the years) prior to the second Contt Year of this agreeent th
eqs a ful caenda year, Seller's Fore-Cos Sha is ca at 0.1 % of es payments for
Net Output based on the Energy Delivery Schedule.
8.4 Payment. Seller shall pay to PacifiCorp Seller's Forecat-Cost Share
uncapped by Section 8.3 for each Contract Year in equal payments for each month of such
year except the last month of such year. (For exaple, in a Contrt Year equaing a full
calenda year, Seller would pay 1/11th of Seller's Fore-Cost Sha durg eah of the fi 11
mont.) In the las month of ea Contct Yea, PacifCoip shl red to Seller the anoun paid
by Seller wider ths Section in exce, ifany, of Seller's Capped Forecast-Cost Shae. For a
Contrct Year encompased by jus one calenda month, SeHer's payment to PacifCoip and
PacifCoip's refud to Seller shall be calculate and paid simultaneously. To the extent
practicable, payments and refids under th Section shl be includ in monthy paymen and
invoices unde Seon i o.
SECTION 9.METERIG: REPORTS AND RECORDS
9.1 Meterig Adjustment. Met will be performed at the location specifed in
Exhibit B and in the maner specified in the Generator Interonnection Agreement. All
quantities of energy purchased hereunder shall be adjusted in accordace with Addendum
L, so tht the purha aromi reflec the net arOW't of power flowig into the Sys at the
Poin of Delivery.
12
92 Meterig Er. If any inpeons or te mad pu to the Geerr
Interconnection Agreement discloses an errr exceeding two percent (2%), either fast or
slow, proper corrtion, base upon the inaccuracy found, shall be made of previous readings
for the actual period during which the meterng equipment rendered inaccurate
measurements if that perod ca be ased If the actu peod caot be ased, the
proper corron shal be ma to the meaents taen dur the tie the metg equipment
wa in serce since last tested, but not exceeding the Biling Periods, in the amount the
2 If ston sece is supplied vi sepa failties, PacifCoi will deuc ston sece frm th meter failty
outut to calculate Net Output.
24
if5442
(Insert), UC-Nor Poi
metering equipment shall have be shown to be in err by such te. Any corron in bilings
or payments resultig frm a corrtion in the met rerds shall be mae in the next montly
biling or paymen rendered.
9.3 Telemeterg. In accrdce with the Generon Innnection Agrent,
Seller shall provide telemeterig equipment and facilties capable of trsmitting to
Trasmission Provider (who wil shar it with PacifiCoip as authorized by Exhibit H,
"Seller Autrion to Relea Geeron Dat to PacifCoip") the followig inonnon
concemigthe Facilty on a real-time basis, and wil operate such equipment when requeste
by PacifiCorp to indicate:
(a) instataeous M W output at the Point of Delivery;
(b) Net Output;
(c) the Facility's total instantaeous generation capacity; and
(d) wind velocit at tuine hub heigh
Seller shall also transmit to PacifiCoip any other data from the Facilty that Seller receives
on a real-tie basis, including meterological data, wind speed data, wind direction data and
gross output data. Seller shall provide such real-time data to PacifiCorp in the same detail
that Seller receives the data (e.g., if Seller receives the data in four second intervals,
PacifiCoip shall also receive the data in four second interals). PacifiCorp shall have the
right from time to time to reui Seller to provide addition telemetg equipment an facilties
to the exnt nec and reasonable.
9.4 Monthly Report and Logs and Other Inormation.
9.4.1 Report. With th (30) calendar days af the end of eah Biling
Period, Seller shall provide to PacifiCorp a report in electronic format, which report shall
include (a) swares of the Facilty's wind and output data for the Biling Perod in intervals not to
exced one hour (or such short peod as is renaly possible with commercially available
technology), including information from the Facilty's computer monitorig system;
(b) sumaries of any other significant events relate to the conson or opeon of the
Facilty for the Biling Perod; (c) dets of Availaili of the Facili for the Biling Perod
sucient to caculat Availabil and includig hourly average wind velocity measured at
tubine hub height and ambient air tepe; and (d) any suport infonnation th
PacifCorp may frm tie to tie renaly rest (inlud histrica wid da for the Facilty).
9.42 Elecnic Fault Log. Seller shall maitain an elecnic fault log of
opraons of the Facity dug eah hour of th te of this Agren commencing on the
Conuerial Option Date. Seller shall prvide PacifiCoip with a copy of the electc falt log
within th (30) caenda days afr the end of the Bil Perod to which the fault log applies.
9.43 Upon the rees ofPacifCoip, Seller shl prvide PacifCoip the
manufacturs' gudelines and recommendations for maintece of the Facilty equipment.
25
ft5442
(Insertl, UC-Nor Poi
9.44 By each Janua 10 following the Commerial Option Dat, Seller shal
provide to PacifiCoip wrn ceficaon that Seller has complete all the manufacturs'
gudelines and recmmendations for maitenace of the Facilty equipment applicable to the
previous calenda year.
9.4.5 At any tie frm the Efecve Dat, one (1) ye's advace notice of the
tetion or expiron of any agrent, includig Wind Lees, puuat to vvch th Facilty
or any equipment relat ther is upon the Facilty sit; provided th the foregoing do not
authri any ealy teinon of any land lea.
9.4.6 As soon as it is known to Seller, Seller shal dilose to PacifCoip, the
extt of any maal violation of any envIrnmentalaws or reguatons arsing out of the
conscton or operation of the Facilty, or the presence of Envirnmenta Contaaton at the
Facilty or on the Prmi allege to exist by any Governen Authority havig jursdicton over
the Prmises, or the prset existence of, or the occurce dur Sellers ocupancy of the
Prmises of, any enorcement, lega, or regulary acon or prin relatig to such aleged
violaton or alege prsence of Envinmenta Conton prenty ocUI or hag
oc dur the peod of time that Seller has occupied the Premises.
9.5 Maitenace of Metg Emen To the ex no otherwse prvided in the
Generator Interconnection Agrement, PacifiCoip shall inspect, test, repair and replace the
metring equipment periodically, or at the reuest of Seller if Seller ha reason to believe
metrig may be off an reues an inpeon in wrg. To the extt not othei provide in
the Geer Interconnection Agreement, all PacifiCoip's cost relating to designng, intaling,
mainting, and repag meter equipment inled to accomoda Seller's Facilty shall be
borne by Seller.
9.6 WREGIS Metering. Seller shall cause the Facilty to implement all necessar
generation inormation communications in WRGIS, and report generation information to
WREGIS pursuant to a WREGIS-approved meter that is dedicated to the Facilty and only
the Facilty.
SECTION 10.BILLINGS. COMPUTATIONS AND PAYMNTS
102 Anual Invoicing for Output Shortall. Thiry calendar days afr the end of
each Cont Yea, PacifCoip shal deliver to Seller an invoice showi PacifCoip's computon of
Output Shortfall, if any, for all Billng Periods in the prior Contrct Year and Outut
Shortall Damages, if any. In preparing such invoices, PacifiCoip shall utliz the meter data
provided to PacifCoip for the Contract Year in question, but may also rely on historical
averages and such other inormation as may be avaiable to PacifiCoip at the tie of invoice
prepaon if the met da for such Contr Yea is then inmplet or otherwse no avale. To
the ex reui, PacifCoip shall prepar any such invoice as prmpty as prcable following
26
i O. i Payment for Net Output. On or before the theth (30t) day following the
end of each Biling Perod, PacifiCoip shall send to Seller payment for Seller's deliveries of
Net Ouut to PacifCorp, togeer with coutons supp such paymen PacifiCoip may
off any such paymen to reflect amounts owig frm Sellerto PacifCoi puruat to th
Agment or the Generon Intennection Agrent Any such off sha be sely
itemized on the statement accmpanying each payment to Seller.
#454042
IIMert), UC-NOIPoi
its receipt of actul results for the relevant Contrct Year. Seller shall pay to PacifiCoip, by
wir trfer of imedily availale fuds to an accoun sped in wrtig by PacifCo or by
any other mea ag to by th Pares in wrti fr tie to tie, the amoun set fort as due in
such invoice, and shall within thir (30) days after receiving the invoice raise any objections
regag any diut porton of the invoice. Objecons not mad by Seller wi the th-day
period shall be deemed waived.
103 Intet on Overdue Amounts. Any amounts owing aft the due date thereof
shall bea interest at the Prime Rate on the date the amount bee due, plus two percent
(2%), from the date due until paid; provided, however, that the interst rate shall at no time
exceed the maxum rate allowed by applicable law.
10.4 Dispute Amounts. If either Par, in good faith, disputes any amount due
puruat to an invoice rendered hereunder, such Par shall notify the other Pary of the
specific basis for the dispute and, if the invoice shows an amount due, shall pay th porton of
the sttement that is undispute, on or before the due date. Any such notice shall be provided
within two (2) yea of th da of the invoice in which th errr fi occur. If any amoun
dispute by such Par is deted to be due to the other Par, or if th Pares resolve the
paymen dispute, the amount due shall be paid within five (5) days aftr such deterination
or resolution, along with interest in accordance with Section 10.3.
SECTION 11.SECURTY
11.1 Delay Securty:
i 1. i.1 Du to Post Securty. By the da provided in Secon 2.22, Seller shll
post a Lettr of Credit, cash or a parenta guanty, each in a form acceptable to PacifCorp, in
th amoun caculat pur to Seon i 1.12 (''Dlay Serity"). To the exnt PacifCorp makes
a drwi under the Delay Securty, Seller sh~ with fift (15) caen days, rere the Delay
Sety as if no suh dedction had occurd.
11.1.2 Calculation of Delay Securty. The dollar value of Delay Securty sh
equa the grte of: (1) fort-five dollar ($45) mulplied by the Maximum Facilty Deliver Ra
wi the Maum Facilit Deliver Ra bein mea in kW; or (2) the su of the procts, for
eah of the fi th calenda months af the Delay Perod Commencement Date, of:
the energy in the Initial Year Energy Delivery Schedule for the month (kWh)
multiplied by the monthly weighted average On-Peak and Off-Peak
Conforming En Pu Prce forth mont ($I) divide by 100.
Such amount shall be fixed upon execution of this Agreement.
11..3 Righ to Drw on Securty. PacifCorp shal have the right to drw on the
Delay Secu to collec Delay Liquidate Dames. Commencin on or abut fit of each month
PacifiCoip will inoice Seller for Delay Liquidate Damages incu, if any, durg the predg
mont. If inuffcient Delay Securty is availale, Seller shal pay PacifCorp for invoice Delay
Liquida Damages no late th five business days afr reeiving such invoice. The Pares wil
mae bilings and payments for Delay Liquidated Damages in accordance with Section 10.
27fI542
¡Insert), UC-N01 Poi
11..4 Paral Release of Delay Securty. Prvided th Seller ha mataned
Delay Securty in acce with Secon 11.1.1, PacifCoip shall relea one-thir of the original
amount of Delay Security state in Section 11.1.1 each time Seller accomplishes a milestone
(a) or (b), below:
(a) Seller has (i) ex the Geeraon Intennecon Agrment
with Tramission Provider; and (ii) paid in full any interconnection and/or sys upgre
cost Seller is obliga to pay in adance of intercecon constrction.
(b) Seller ha pour the cocr foundaon at eah of its pled
individual Wind Turbine locations.
PacifiCorp shall make the parial refud of Delay Security requird above within ten business
days of the date Seller provides PacifiCorp wrttn notice (along with safaiy doumentaon
therf) th it ha accmplished milese (a) or (b) abve.
11.1.5 Ful Releae of Delay Sety. Unles PacifCorp disput wheter Seller
ha paid all Delay Liquidate Dam, PacifiCor shl relea all re Delay Security upon
the earlier of the 30t calenda day followig commencement of Coeria Operation or the
60 calendar day followig PacifiCorp's teimion of ths Agreement.
SECTION 12. DEFAULTS AND REMEDIES
i 1.1.6 Default Seller's faiur to post an ma Delay Securty in acrdce
wi Secon 11.1 will cons an even of defat, unes cu in acce wi Seon 12.1.1 of
ths Agrent
11.2 Default Security (Lvelized Pricing Only). (Reserved)
12.1 The following events shall constitute defaults under this Agreement:
12.1. Non-Payment A Par's faur to mae a payment when due under ths
Agrment or post and maitan seurty in conformance with the reuirements of Secon 11 or
maita inurce in coce wi the reuients of Secon 14 of ths Agremen if the
falur is no cur wi te (10) business days af the non-defaulting Par gives the
defaulting Pary a notice of the default.
12.12 Breach of Repreentation. Breh by a Par of a representation or
wanty se fort in ths Agrment, if such failur or breh is not cur within thir (30) days
following written notice.
12.13 Default on Oter Agreeents. Seller's falure to cur any default under the
Geertion Internnecion Agrent or any oter agent beee the paes relat to ths
Agrent, the Geeration Intenneeton Agent, or the Facilty wiin th tie alowed for a
cur under such agment or inen
12.1.4 Insolvency. A Par (a) makes an asignent for the benefit of its
crrs; (b) files a petition or otherw coence, authories or acuiesces in the
commencement of a pro or cae of acon un any batcy or simila law for the
28
#4548-42
(Insert). UC-NorPoi
protetion of creditors, or ha such a petion fied aga it and such petion is not withdrwn or
dismssed within sixty (60) days af such filing; (c) becmes inolvent; or (d) is unable to pay
its debts when due.
12.1.5 Maal Adver Cha. A Mat Adver Chage ha oc with
respect to Seller and Seller fails to provide such perfoDnance assuraces as are renaly
re by PaciCorp, wi th (30) days frm the da of such rest
121.6 Sale to Th-Par. Seller's sale of Net Outut to an entity other th
PacifiCorp, as prohibited by Section 4.2.
121.7 Non-Delivery. Unles excused by an even of Forc Majeur (including
PacifiCorp's breh ofits obligatons under ths Agrment), Seller's faur to deliver any Net
Ener for1h consve caenda month.
12.1.8 A Par otheris fas to peonn any ma obligaon (includg but not
limte to failur by Seller to mee any deadline set forth in Section 2.2.1 though 22.9, but
excludig Sections 4.7 an 9.6) impose up th Par by th Agemen if the faur is not cur
with th (30) days af the non-defang Par gives the defatig Par notice of th deult
For the avoidace of doub the falur of Seller to achieve the Commerial Opraon Dat by
Decembe 31, 2012 shll not give rise to an Event of Deft put to ths Seon 12.1.8 and th
falur to achieve Commerial Opon Date shal be exclusively govered by Secon 12.l .9.
12.1.9 Seller fails to achieve the Commercial Operion Date by the 91st day
following the Delay Period Commencement Date, provided, however, that, upon wrttn
notice frm the defaulti Par deliver pror to the ninet-fit (91 ~ day of delay, ths niet (90)
day period shll be exteded by an additional one hundr and fift (150) days if (a) Seller ha
pour the concr foundaon at eah of its planed individu wid tuin locon; an (b) Seller
relerhes Delay Defaul Sec in acrdce with Secon 11.1.1. Seller shall contiue to acru
Delay Liqudate Daages in acrdce with Seon 2.5 (Dlay Prce ti th Delay Value) un
the Projec achieves Commeral Operation or this Agreement is terminated.
122 In the event of any default hereunder, the non-defaultig Par must notify the
defaultig Par in wrting of the ciri.ce indicatig the defaul and outlining the
requirements to cure the default. If the default has not been cured within the prescribe time,
abve, the non-dfatig Par may te th Agen at it sole discon by delierg
wr notice to the other Par and may pu any an ailega or equitale reedes prvided by
law or puua to this Agren The righ prvided in this Secon 12 ar cumulative such tht the
exere of one or more righ shl not constte a waver of any other righ.
123 In the event ths Agrment is teinat becus 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, PacifiCoip in its sole discretion may requi that Seller do so
subject to the tes of ths Agrent, includg but not limitd to the purha prces as se for in
(Secton 5), until the Expiron Date (as set fort in Section 2.1). At such time Seller and
PacifiCoip agree to execute a written document ratifying the term of this Agreement.
12.4 If ths Agrent is terminate 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
29
#4548-42
¡Insert), UC-NorPoi
any right to set-off, counterclai, or otherwise withhold payment), Seller shall pay
PacifiCoip Ou Short Da for a peod of eigh (18) mon frm th da of
teinon plus the estimate adinistrtive cost to acquire the replacement power. The
Pares agre that the daag PacifiCorp would incur due to teinon reultig frm Seller's
default would be diffcult or impossible to predict with certnty, and that the damages in this
Section 12.4 are an appropriate approximation of such daages.
125 Recoupment of Damages.
(a) Default Security Available. If Seller has post Default
Secty, PacifiCorp may draw upon that security to satisfy any damages, above. .
(b) Defaut Secty Unavailale. If Seller ha not post Det
Seurty, or ifPacifiCoip ha ex the Def Securty, PacifCoip may collec any reaig
amoun owig by paal wioldig fu paymen to Seller over a renale peod of tie.
PacifCo and Seller shl wo together in good faith to estblish the peod and monthy
amoun, of such witholdig so as to avoid Seller's defaut on its commercial or ficin
agent nesa for its contue opon of the Facil.
12.6 Upon an event of default or mn event resulting from default under this
Agreement, in addition to and not in limitaon of any other right or remedy under this
Agrement or applicable law (including any right to set-off, counterclaim, or otherwise
withold payment), the non-defaultig Par may at its opton se-off ag any amounts owed to
the defaulting Par, any amounts owed by the defaulting Par under any contr(s) or
agment(s) betee the Pares. The obligation of the Pares shl be deeed sasfied and
discar to the ext of any such se-off. The non-dfag Par shal give th defag Par
wrn notice of any set-off but falur to gie such notice shal not afec the validity of the set-
off.
12.7 Amounts owed by Seller pursut to this Section 12 shall be due within five
(5) business days afer any invoice from PacifiCorp for the same.
SECTION 13.INDEMNFICATION: LIABILITY
13.i Indemnities.
13.i.i Init by Seller. Seller shal relea, indem and hold haes
PacifCoip, its dirtors, offcer, agents, and representatives against and from any and all
loss, fies, penaties, clas, actions or su, includg cost and atrney's fees, both at tr and on
appe, re fr or arsing out of or in any way conecte with (a) the energy delivered by
Seller under this Agreement to and at the Point of Delivery, (b) aný facilties on Seller's side
of the Point of Delivery, (c) Seller's operation and/or maitenace of the Facilty, or (d) arsing
frm Seller's brech of this Agrement, includi without litaon any loss, cla acon or sui
for or on acun of injur, bodily or otherwise, to, or death of, persons, or for damage to, or
destrction or economic loss of prope belongig to PacifiCoip, Seller or others, exceptig
only such loss, claim, action or suit as may be caused solely by the fault or grss negligence of
PacifiCorp, its directors, offcers, employees, agents or representatives.
30
íf542
(Insert). UC-Nar Poi
13.12 Inde by PacifiCoip. PacifCorp sh relea, inemfy and hold
hales Seller, its dirs, offce, agents, lenders and rerentves agai and frm any and
all loss, fmes, penalties, clas, acons or suits, including cost and atrney's fe, both at tral and
on ap, resulti :f or arsing out of or in any way connec with the ener deliver by
Seller under ths Agren af the Point of Delier, inludg withut liiton any loss, clam,
acon or suit, for or on acun of injur, boly or otheiwse, to, or death of, pens, or for daage
to, or detrtion or ecnomic loss of prope, except only such loss, claim, acon or suit as
may be caused solely by the fault or grss neglgence of Seller, it dirs, offce, emloyee,
agents, lenders or representatives.
132 No Dedication. Nothing in this Agrement shall be constred to create any
duty to, any stadad of ca with referece to, or any liabilty to any person not a Par to
this Agreement. No undertg by one Par to the other under any provision of this
Agrement shall constitute the dedication of that Par's system or any porton thereof to the
other Par or to the pulic, nor afec the st ofPacifiCorp as an indeden public utlity
corporaon or Seller as an independent individual or entity.
133 No Warty. Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confiration by
PacifiCorp and PacifiCoip maes no waranes, exprsed or implied regaing any as of
Seller's design, specifications, equipment or facilties, including, but not limited to, safety,
durilty, reliil, stgt capity, adequay or ecomic feaibilit.
13.4 CONSEQUENTIA DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMGES AR INCLUDED .IN TH LIQUIDATED DAMAGES, DELAY DAMAGES,
OR OTH SPEClE MEUR OF DAMGES EXRESLY PROVIED FORIN TI
AGREE, NERPARTY SHA BE LIALE TO TH O1PARTY FOR
SPECIA PUNIDVE, INIR, EXlAY ORCONSEQUE DAMGE,
WHTHER SUCH DAMGES ARE ALLOWED OR PROVIDED BY CONTCT,
TORT (IC"LUDING NEUGECE, STRCT LIAILIT, STA1U OR OTHWIE.
SECTION 14. INSURACE
14.1 Certficats. Prior to connection of the Facilty to the System, Seller shall
secure and continuously car insurance in compliance with the requirements of this Section.
Seller shall provide PacifiCoip insurce certficate(s) (of "ACORD Form" or the equivalent)
certfyig Seller's compliance with the insurance requirements hereunder. Commercial
General Liailty coverge wrttn on a "claima" basis, if any, sh be speifcay ideed on
th certifca. If reue by PacifiCorp, a copy of each insurce policy, cerfied as a tre copy
by an autorized representave of the issuing insurce compay, shall be fuished to
PacifCoip.
141 Required Policies and Coverages. Without limiting any liabilties or any other
obligations of Seller under this Agrement, Seller shall secur and continuously car with
an insuance company or companies rated not lower th "A-:VII" by the A.M. Insurance
Report the insurance coverage specified below:
1421 Commer Ge Liail ince, to include contr liabilty,
with a minimum single limit of $ i ,000,000 per occurnce to protect against and from aU loss
31
if548-9742
(Insertj, UC-N01 Poi
by reasn of injur to perns or daag to pr baed upon and arsing out of the activity
under this Agreement.
1422 All Risk Prpert inurce providing coverage in an amount at leas
equa to 80% of the replament value of th Facilty agast "al risk" of physical loss or daage,
includi coverage for ea movement, flood and boiler and machinery. Th Prper policy may
conta sete sublim and deductibles subjec to ince company underti gudelines.
The Risk Policy will be maintained in accrdace with terms available in the insurace market
for similar facilties.
143 The Commercial Gener Liabilty policy reuired herin sh include
(i) prvisions or endorsents naing PacifCoip, its Boa of Dirrs, Ofce and employees
as additional insurds, and (ii) cross liabilty coverage so that the insurance applies
separately to eah insre aga wh clai is mae or su is brugh even in instces wh
one in claims against or sues another insurd.
14.4 All liabilty policies required by this Agreement shall include provisions that
such insurce is priar insurce with respe to the intersts ofPacifiCorp and that any
other inurance maintained by PacifiCoip is excess and not contributory insurance with the
insurance reuire herunder, and provision tht such policies sha not be paceled or thir limits
of liabilty reuc without (i) ten (10) business da pror wr notce to PacifCoip if canceled
for nonpayment of premiwn, or (ii) thirt (30) business days prior writtn notice to
PacifiCoip if canceled for any other reason.
14.5 Commercial Geera Liabilty ince coverage provide on a "clai-mae"
basis shll be maintained by Seller for a minimum period offive (5) years afr the
completion of ths Agrement an for such other lengt of tie neessa to cover liailites arsin
out of the activities under this Agreement.
SECTION 15.FORCE MAUR
15.1 As used in this Agreement, "Forc Majeure" or "an event of Force
Majeure" means any cause beyond the reasonable control of the Seller or ofPacifiCoip
which, despite the exercis of due dilgence, such Par is unble to preent or overcme. By
way of exaple, Force Majeure may include but is not limited to acts of God, flood, storms,
wars, hostilities, civil stfe, stes, and other lar distce, eaqua, fi, lightng,
epideics, sata, reint by cour ord or other delay or failur in the perfonnance as a result
of any acon or inaction on behalf of a public authority which is in each case (i) beyond the
reasonable control of such Par, (ii) by the exercise of reasonable foresight such Par could
not reasonably have been expeted to avoid and (ii) by the exercise of due diligence, such
Par shall be unble to prevent or overe. Force Majeu, however. spificay excludes the
cost or avaabilty of fuel or motive force to operate the Facilty or changes in market conditons
th afect the price of energy or trmission. If either Par is rendered wholly or in par unble
to perfonn its obligation unde ths Agrement beau of an even of Forc Majeur, both Pares
shal be excused from whatever performce is affected by the event of Force Majeure,
provided that:
15.1. th non-peonng Par, sh, as son as pracale but no lat th wi
two (2) weeks af the occce of the Force Majeure, give the other Part wrttn notice
32
#4S4042
lInsert), IL-NorPoi
describing the paricular of the occurrnce, including the start date ofthe Forc Majeure, the
cause of Force Majeur, whet the Facilty re paaly opeon and the ex end da
of the Forc Majeur;
15.12 the susion of peormance shall be of no grter scope and of no
longer duration than is required by the Force Majeure;
15.13 th non-peionn Par uss its be effort to reedy its inilit to
perform; and
15.1.4 th non-peonng Par sh prvide prmpt wr notice to the oter
Par at the end of th Forc Maeu event deg the en da, ca therf: da ca ther
by and any re th were reuir as a resut of the Forc Majeu event, and the end date of the
Force Majeure.
15.2 No obligations of eith Par which arse before the Forc Majeur causing the
suspension ofperfonnce shall be excused as a result of the Force Majeure.
15.3 Neither Par shall be required to settle any strke, walout, lockout or other
labor di on te which, in the sole judgmen of th Par involve in the dipu, ar co to
the Par's best interests.
SECTION 16.SEVERA OBLIGATIONS
Nothing contained in this Agreement shall ever be constred to create an association, trst,
paersip or joint ventu or to impose a trt or parerp duty, obligaon or liability
between the Paries. If Seller includes two or more paries, each such party shall be jointly
and severally liable for Seller's obligations under this Agrement.
SECTION 17.CHOICE OF LAW
This Agrent shal be ined and enorcd in accrdce with the laws of the stte ofIdaho,
excluding any choice of law rules which may direct the application of the laws of another
jursdiction.
SECTION is.PARTIA INV ALinITY
It is not the intention of the Paries to violate any laws governing the subject mattr of this
Agrement. If any of the terms of the Agreement are finally held or detennined to be invalid,
ilegal or void as being contrar to any applicable law or public policy, all other terms of the
Agrment shall remai in effect If any terms are fially held or detined to be invalid, ilega
or void, the Pares shal ente into negotions conceg the temi afec by suh decision for
the purose of achieving conformity with requirements of any applicable law and the intent
of the Paries to this Agrement.
SECTION 19.WAIVER
Any waiver at any time by either Pary of its rights with respec to a default under this
Agren or wi respe to any other mat arsing in coecon with this Agrent must be in
33
#45442
f/nsertJ, UC-Nor Poi
wrti an such waer shll not be deemed a waver with resp to any subsequent default or
other mattr.
SECTION 20. GOVERNNTAL JUSDICTION AN AUTHORITIONS
PacifCorp's copliance with the tes of th Agment is conditioned on Seller's submion to
PacifCoip pror to th Coeria Opertion Dat of coies of al loc, stte and fed licenses,
pets and other approvals as then may be reui by law for the consction, opertion and
matence of the Facilty. Faiur to maiin such lawfl sttu afr the Commial Opon
Dat shl be an event of default, subjec to Secon 12.
SECTION 21.SUCCESSORS AND ASSIGNS
21.1 This Agren an al of the te and prviions herf sh be bindi upo an
inur to the benefit of the respective successors and assigns of the Paries hereto, except that
no assignent herfby either Par shall beme efece wiout the wr co of both
Pares being fi obted. Such cons sh not be unnably wield; provided that the
Pares agre tht commercially reasonable written amendments to the Exhbits to ths
Agrement and such other wrtten updates to the information contained therein related to the
Facilty may be made in the event of any assignment of this Agrement pursuant to the terms
of this Section 2 1.1. Notwthdig the fi sennce of th Seon, (a) any entity with whch
PacifiCoip may consolida, or into which it may merg, or to which it may conveyor transfer
substantially all of its electc utilty assets, shall automatically, without fuer act, and
without need of consent or approval by the Seller, succeed to all ofPacifiCorp's rights,
obligations, and interests under this Agreeent and (b) Seller shall have the right to assign
this Agrement, subject to PacifCoip's wrttn consent, which consent shal not be
unreasonably witheld or delayed, for collatera securty puipses to one or more financing
entities (or a collateral agent acing on their behalf) providig fiancing to Seller for the
Facilty, in which event PacifCorp agres to provide a written consent in favor of Seller's
financing entities in form and substace similar to consents executed by PacifiCoip in
connection with non-recourse project financings. This aricle shall not prevent a financing
enti with reorded or securd rights from exerising all rights and remedies avåilable to it under
law or contract. PacifiCoip shall have the right to be notified by the fmancing entity that it is
exercising such rights or remedies and all such other rights as provided in the written
consent.
21.2 Notwithstading Section 21.1, if, as of December 31,2012, Seller has not
achieved Commercial Operation, then Seller shall have the right to to terminate ths
Agreement by providing wrtt notice of termination to PacifiCorp on or before Janua 5,
2013. Upon PacifiCoip's receipt of written notice of termination from Seller, the Original
PPA shall automatically be deemed to be reinstated and in full force and effect. Upon such
termination, PacifiCorp shall retur the Delay Security to Seller and Seller shall have no
fuer liabilty or obligations of any kind under this Agrement.
21.3 Seller and all successors and assigns acknowledge that this Agreement is in
par the result of a settlement stipulation between PacifiCoip, CCW and the Staff of the
Idaho Public Utilties Commission tht was approved by the Idao Public Utilties
Commission is Case Nos. PAC-E-11 -01 thugh PAC-E-l1-05 (the "Stipulation"). This
Agreement is subject to, and incoiporates, the terms of the Stipulation.
34
#4549742
(Inser). IL-NonPoi
SECTION 22. ENTI AGREEMENT
22.1 Th Agmen su all pror agments prposas, rereons
negQtiations, discussions or letter, whether oral or in writing, regarding PacifiCoip's
purchase of Net Output frm the Facilty. No modification of this Agrment shall be
effective unless it is in writing and signed by both Pares.
22.2 By executig th Agrement, each Par releas the other frm any claims,
known or unown, that may have arsen prior to the execution date of this Agrement with
respect to the Facilty and any preecessor facilty proposed to have been constrcted on the
site of the Facilty.
SECTION 23. NOTICES
All notices excet as otherw provided in th Agrent shal be in wrg, shl be di as
follows and shall be considered delivered if delivered in person or when deposited in the
U.S. Mail, postge prepaid by cerified or registered mail and return receipt requeste.
Notice
All Notices
PacifCorp
PacifiCoip
Seller
(Insert Name of Ridgeline Affliate 1 Creek
Wind,LLC
83 S. Kig Street, Suite 200
Seattle, WA 98104
825 NE Mulom St Port
OR 97232
Att: Cont Adminon
Suite 600
Phone:[phone]
Facsimile: (503) 813-
6291 E-mail:
Att: Joan Hutchinson
Phone: [phone]
Facsimile: 503-296-5450
E-mail: jhutchinson§rl-en.com
Notice PacifiCorp
Att: Back Offce, Suite
700 Phone:[phone]
Facsimile: (503) 813 -5580
Seller
Att: Lindsay Whitney
Controller
Phone: [phone]
Email: lwhitney(gl..n.com
Att: Joan Huthin
SVP - Orgion & Ma
Phone: [phone]
jhuthin(l-e.com
Duns: 00-790-9013 Duns: (TBD)
Fed Tax ID Numbe 93-0 Fed Tax ID Numbe 80-0326448
Al Invoices:
Scheduling:At: Reur Pla Sui 600
Phone: (503) 813 - 6090
Facsimile: [phone]
35
#45442
Payments:
Wir Tra:
Creit and
Collections
..
WIt Addinal
Notices of an
Event of Deul
or Potential
Event of Deul
to:
Att: Back Offce, Suite
700 Phone:[phone]
Facsimile: [phone]
Ban One N.A.
To be prvide in sq let frm
PacifiCorp to Seller
Att: Cr Ma, Sui 700
Phone:[phone]
Facsimile: [phone]
At: PacifiCorp Gener Counl
Phone:[phone] Facsimile:
[phone]
lInsertj, UC-NOI Poi
Att: Lindsay Whitney
Controller
Phone: [phone]
Email: iwhitney~l-en.com
Att: Lindsay Whitney
Controller
Phone: [phone]
Email: Iwhitey(W).I-en.com
Att: Lindsay Whitney
Contrller
Phone: [phone]
Email: Iwhitney(fl-e.com
Att: Legal Deparent
Email: legal(ãrl-en.com
Phone: [phone]
The Paries may change the person to whom such notices are addressed, or their addrsses,
by providing wntten notices thereof in accordance with this Section.
#45442
36
lIj-01Poi
In WITNSS WHEREOF, the Pares have caused this Agrement to be duly executed as of
the date fist above wrtten:
PACICORP,
an Orgon coipraion
(INSERT NAM OF RIGELIN
AFFILlAmj
a D~awar lin liabilN corny
By:
Name:
Title:
By:
Name:
Title
37
fln'J-NorPoi
EXA
DESCRON OF SELS FACIL
Sellets Facilty cois of38 wid tuine geers) ma by Suzon Mor
specifically, each generator at the Facilty is described as:
Ty (sychronous or inducte): Asch with Inve
Model: Suzon S97-2.1
Number of Phas: Th
Rated Output (kW): 2,100 Rated Output (kVA): 2,234 kVA
Ra Voltage (le to lie): Line side conver 600V, mahie side conver 600V
Rated Currnt Line(A): Line side conver 500A mae side conver: 435 A
Maum kW Output: 2100 kW Maum kVA Output: 2,234 kVAMium kW Output: -6 kW
Maufrer's Putihed Cut-i Wind Spe: 3.5 metse
Facity Capacity Ratig: 79,800 kW at or abve ra wi spee and below cut-outSp
Maum Facty Deery Rate: 79,80 kW at PacCorp Goen
Subson at 161 kV
Maum GIA Deery Rate 119,700 kW (coed with th oth Ridgelie
Prject decnbe in Addendum Ll
Idefy the maxWl output of the geners) and debe any dieres beee th
out and the Namepla Caity Ra: MaxWl gener ou is 2100 kW (sae as
Nameplate Capacity Rating)
Station servce requirements and other loads seived by the Facity, if any, ar descnbe
as follows: Staon sece reents consis of Ridge lie Ener Opon and
Matece buidi loa, tubine stdby loa, and tuine cuut loa. Avere tuine
stdby loa for Nor Poin is apxily 45-6 kW. Cutut loa would be in
and not concurnt with stadby loads.
Location of the Fac: The Facilty is loca in Bonnville Coun, Idao. The location
is more parcularly decrbe as follows: 430 33.895' Latu, 111048.313' Longtude
WGS84. Locaton of eah tue tower relatve to oth qu failties owned by the
sae entity showi compliance with the spain rements in 18 C.F oR § 292.204 are
attched hereto.
Power faor reuirments:
Ra Power Facto (PF) or reacve loa (WAR): 0.94 Le to 0.94 La
Seller ha prvide a co of maufaes Pow Cue for the Suzon S97-2.1. PacifCorp
mata th power cure in its :fes puruat to a Non-Dislosu Agreement between
PacifiCorp and Seller
A-I
38
EXIT A - Atthments
1. Nor Point Wind Fan Site Ma
2. Distace Betee Win Turbies of Adjact Quif Facilties
39
(Ij-orPoir
fIJ-orPoi
NORTH POINT PROJeCT AREA BONNEVILLE CO., 10 L.....
N".
l4P'-. MP2.
NN.
N'S· "PI· NPJ.-~
N". N"."'10.
.NP1..lIPI..."Pi'S.I""
llP1'. HP21. M...
.....NmNPS
.tJ~:."P31 .
NORTH POINT PROJECT AREA &PROPOSED 80MW TURBINE LAYOUT
Leend
i: NORTH POINT PROJECT BOUNDARY
i: FIVE PINES PROJecT BOUNOARY
. Prop....i TlJi.. lOcati.. (80MW
. P",p...d Turbl.. L..ll.n (40MW)
. Pi_d Sub_nLa.lI.n ~~c..si Hl;y
.,.u Prpod Intetec Rout.. -.Miïor ANd
---I15k\ -151kV - L." Roe.
+.~i:~~.1tI-I..'PZilA_-H'~40'\
us...Of
40
Th tabl beow list th disnce be turbne in sera Qualifng Faclies.
North Point
TURBINE #
29
29
29
29
38
38
38
38
Five Pine
TURBINE #
2
3
10
13
2
3
10
13
DISTANCE (FD
5620
7238
5558
5522
5350
5832
547
5770
41
fIj-or Poin
fIj-orPoi
EXITB
POlN OF DEUY /PARTI' INCONNON FACIIT
(Seller ha provide the followi sinle lie drwi of the Facilty inteconnecon failties
includ met poin used to caculat Net Ou and any trmission failties on Sellers
side of the Point of Delivery.)
The Poin of Deliver is th PacifCo 161kV bus at the Goen substaion. The Met
Poin is th hi side of the 34.5-161kV st up trformer at Mew Cr substation.
The meters will be compensated for losses to the Point of Delivery.
Nort Poin and Five Pine wi sh the Meaw Creek 34.5kV -161kV collecr subston.
Eah proec wi have 34.5kV brer th wi coec to a common 34.5kV bus. The bus wi
coec to a sine 34.5-1 61kV Power Traform, 161kVbrer, met eqpmen lin
dinnec switch and a 5 mile 161kV transmission line to the Jolly Hil Substation.
42
pnrJ-or POÛ
Meadow Creek
To Jolly Hil Sub~
N 5 mile, 161kV
81/108/135MVA A,
161/34.5/13.8kV ':l0-.'i? T~5W L .
~ ~
To F~ie Pines II
10 Vff(:;s 9 wrG's
3~.9M
f'~
10 VýfSs
* * -:1.'ý .v 'W
To Nort Point II
9wrG's ílt!flG's 'IOwrG's
79.8"1\'V
Noemb$ 27. 2011
43
flj-arPoi
..
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l i i i 1i t J~ "~!~AS"" 'I G" ~ V' i
l-___________~~t~_~~~~_~~~~J
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44
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TYCA GE MI\IW TUNEANDPADMONTXF
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r; l'\Î!;;~s. '4~~_cin,A' , t'J~!R ~~
..
fJj-orPoi
EXrrcREQUI FACllDO
Qufy Facilty Numbe to be obtaed fr FEC
The followi Doen ar reui pror to deliver of any ou fr the Facty:
Getion Intennection Agen
Agen pett Seller acss to sh innnecon failties
Prpe ngh re to mata an ope the Prjec in acrdce wi th
Agreement (site leases, transmission easements, etc).
The followi Pen ar re on or beor th mieste da sped in Secon 2.2.1.
Federal Aviation Admnistration Determination of No Hazard Bonnevile County
Special Use Perit Cr agments with paes other th PacifCo Tramision
45
fIj-orPoi
EXHITD
SUBEQUEENOYDEIYSCHUI
Nort Point Wind Proiect
Scheduled Monthy Ener
Deliver AvekW/mo
Janua 21.405435 28728Febru1778916426494
March 24.579.189 33037
Anril 19.941059 27691
Mav 22.123.757 29.686
June 17.864.218 24.738
Julv .16469162 22105
AU2Ut 18.120502 24.339
Sentember 16.867.192 23.461
October 18.958 152 25.536
November 22.001.634 30.563
December 22.364.385 30085
TOTAL:238,483,850 27,205
Plaid Oues. Seller will prvide a Plaed Ouge schede any not to exced 150
hours per year.
D-I
46
(ImeJ-or Poin
EXHITE
START-UP TESTIG
Required factory testig includes such checks and tests necessary to determine thatthe
equipment systems and subsystems have been prperly manufact and instaled, fucton
properly, and ar in a condition to permit safe and effcient sta-up of the Facilty, which may
include but are not limited to:
1. Tes of mechaca and electcal equipmen
2. Calibraton of all monri inents;3. Opg te of all valves oprs, moto st and motr;
4. Al signals, and fail-sae or sysm shutown contrl te;
5. Point-topoint contui te;
6. Bench te of prove devices; and
7. Tes reui by ma) and designs) of eqpment
Requiredstar-up test are those checks and test necessa to determine tht all featus
and equipment, systems, and subsystems have been properly instlled and adjusted, fuction
properly, and ar capable of operating simultaeously in such condition that the Facilty is
capable of continuous delivery into PacifiCoip's electrcal system, which may include but are
not limited to:
1. Tuine/geera mecanca nm an fuonaity
2 Sys opeon te;
3. Brae tets;
4. Energion of trormer;
5. Sychrnig test (maua an aut);
6. Excitaon and voltage reguon opeon te;
7. Au stp/st seqence;
8. Completon of any st and fed envien tetig reen; and
9. Tes reui bymaufr(s) and designr(s) of equipment
For wind prjects only, the following Wind Turbine Generator Instalation Checklists ar
required documents to be signed off by Manufactuer or Subcontract Category Commissioning
Personnel as par of the Commissioning and stup testing:
Tur Instlaon
Foundaon Inon (by Owets indepden inctr)
Contrller Assebly
Power Cales
Cable Intion Checkl includi: Cotrller
Top Deck / Yaw Dek Towe
Top Seon / Saddle Mid
Setion Cables or bu ba
Base Section
Tower Ba Secon
Tower Ligh and Ouet
Tower Mid Seon
Tower Top Seon
Naclle & Ror
47
f1J-0I Pa
EXITF-1
MOT FORCE PI
WI SPEE DATA SUM & HOURY WID PROFU
48
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50
(IJ-or Poi
EXITG
SAMLE ENGY PURCH PRCE CAlTIONS
The followi ar saples of cacuon of ener pu pnce usin the forula and tales
in Section 5.1.
The calculon for the non-leveli puha price du an On-Pea Hour in May of 2012
equas $60.24/M (the 2012 amual ra for Confonng Ener) multiplied by 92% (0.92)
(the May On-Pea Hour multiplier) mius $6.501M (the wid inon cot), whch eq$48.92/M.
Table 1: Sample cacultions for non-Ieveli On-Pea Conon Ener in 2012: Pu
Pnce = (aiua rae * monty On-Pea multiplier) . wid inaton cost
Month Conformg On.Pea Wind Calcute Puase
Energy Hour Intetion Price for 2012 On-
AnuaRate Mullir Cost Pea Conform
for 2012 Energ (pr MW)
(prMW)
Januar $60.24 103%$6.50 $55.55
February $60.24 105%$6.50 $56.75
March $60.24 95%$6.50 $50.73
Anril $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
Aui;$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 cacuaton for non-Ieve1i Off-Pea Conformg Ener in 2012: Puha
Pnce = (anua ra * monthy Of-Pea multiplier) - wi inegron cost
Month Conormg Of.Pea Wind Cacute Purcha
Energy Hour Intion Prce for 2012 00.
Anua Rate Multilier Cost Pea Conformg
for 2012 Energ (per MW)
(prMW)
Janua $60.24 94%$6.50 $50.13
Febru $60.24 97%$6.50 $51.93
March $60.24 80%$6.50 $41.69
52
(IJ-otPoi
Month Conforming Off-Peak Wind Calculated Purchase
Energ Hour Integration Price for 2012 OfT-
Annual Rate Multiplier Cost Peak Conforming
for 2012 (per Energy (per MW)
MW)
April $60.24 76%56.50 $39.28
May $60.24 63%$6.50 $31.45
June $60.24 65%$6.50 $32.66
July $60.24 92%56.50 $48.92
August $60.24 106%56.50 $57.35
Septembe $60.24 99%$6.50 $53.14
October $60.24 105%56.50 $56.75
November $60.24 96%56.50 $51.33
December $60.24 120%$6.50 $65.79
S3
EXIITH
Seer Authorition to Relea Geeration Data to PaciCorp
54
(lnæj-or Poin
Ridgeline Energy LLC
1300 N Norak Way
Seate, W A 98103
Dir, Traion Serces
PacifCorp
825 NE Multnoma Suite 1600
Pord, OR 97232
29 November, 2011
To Whm it May Con:
Ridgelin Engy LLC, on be of Meaow Cr Prjec ("Seller") herby voluntay
authori PacifCorp's Tramision business unt to sha Seller's inteonnon inorition
with Ma Afiate employees ofPacifGorp Ener, includig but not lite to those in
th Commercial and Tradi grup. Seller acknowledges tht PacifCorp did not provide it any
prefereces, either optional or rate-relate, in exchae for ths volunta consent.
/l~¿i~"
Joan Hutchin
SVP
Ridg1i Ener LLC
(lj-orPoÏh
ADDENUML
TO BE REVISED
STATION LOAD, LOSSES, and NET OUTUf
ALOCATION ALGORITI FOR lH
CEDAR CREEK WI, LLC PROJECTS
Th Adddum L is herby mae a par of, and clares cer te in the Power Purchae
Agreement between Ceda Creek Wind UC relatng to FIV PIN an PacifCorp
("Agreement") enteed into the 22nd day of December. 2010. Capitaed terms not defined
herein sh have the mean set form in the Agreement. Ceda Creek Wind, LLC ("Seller")
an PacifiCorp ar at ties refer to herin individuay as a "Par" or collectively as the
"Paries".
Ced Crek Wind, LLC sh O\m a complex of five (naely, Coyote HiL, Five Pine, Steep
Ridge, Nor Poin and Raese Canyon) separat, Idao sma wid Qufy Facilties
(eaèh, a "Ceda Creek Project" and collectively, the "Cedar Creek Projects") that share
collecor wi, a 34.5/345 kV substation (Ceda Crek Substaon), and relat equipment,
wluch coect the Quaify Facilties to the Point of Delivery C'Shaed Interecton
Facilties").
PacifCorp ha agred to buy (and Seller has ag to sell), at the Point of Deliver, Sellets
tota energy outut net of: (1) Sellets ston serce; (2) energy provided by Seller to another
Ceda Crek Prject for sttion serce; (3) Sellers sh of the trfonation losses; and (4)
Seller's sh of the lie losses between Seller's Facilty and the Point of Delivery (togeter
Sellets "Staon Auxliar Load and Losses"). However, Seller and PacifiCorp ag tht it is
impossible to measur Sellers Staon Aux Lo and Losses searte and apar frm.th
Staon Auxiar Load and Losse of the other Ced Crek Prjec. Therfor, in order to
imlement an objecve, prticable, and eqtale proess by whch PacifiCorp may quaener delivered by Seller to the Point of Deliver (net of its Station Auxliar Load and
Losses), the Paries do agre as follows:
A. Biling Formulae. PacifiCorp shal detere Seller's Net Output in kWh for purses of
the Agrement using the method specified below.
1. Defintions
NR == the naeplat rati (alaFacilty Capacity Rag) of Ceda Creek Prject L
NRT :: the sum of all th naeplate ra of Ceda Crk Project (i :: 1 to 5).
PAL T :: the acumulated puchased ener frm Utility Supplier, as deteed at the Point
of Deliver, to supply the net tota staon auli load and losses for the Shared
Intecoimecon Facilties for Ced Creek Prjects i = 1 to 5 whenever suh tota
load and losses exceeds total generation output.
PALL; = the allocate shae of P ALLT for Prject i as detered by multiplyi P ALLr by
NRj and dividing by NRT..
ss
f/J-or Poi
OP; = for a given integron interal, the mete outut energy of Ced Crek Prject i,
as detered by PacifCorp's meter at the point wher Ced Crek Project i
connects to the Shaed Interconnecton Facilties. For any integraton interal
dur wlch any ener is deliverd to a Projec fr the Sha Inrconecon
Facilties, such deliverd energy is accuulated in a separte mete register and
doe not decen the regi usd to measur acul OPj. Therfore OPj is
by detion always grte th or equa to ze, and in the even the met re
OPj less th zero, OPi shal be deemed to equal zero.
0F = the su of al OPj (i = i to 5).
NOr = for a given integraton inteal, the tota ener delivered to the Point of Deliver
(345 kV bus at Goshen Substation). NOT shall be as measurd at PacifCorp's
mete nea the Poin of Deliver (kWh in 1O-mIut inals), adjus for any
1ranfonnation losses betwee the meter and the Point of Delivery. For any
ingron iner dur which any ener is deliver to the Poin of Deliver
from PacifCo's syste such deliverd ener is acumul in a searte mete
register of the PacifiCorp meter and does not decrement the register used to
meaur aculatd Net Ouut energy. Therfore NOT is by defition always
grter than or eq to ze and in the even the met rerds NOr less than ze,
NOT shall be deemed to equa zero.
NOi the net ener sold to PacifiCoip by Ced Creek Prjec i dug the integraton
interval.
SALLT = the total of all station auxilar load and losses for the Shared Interconnection
Facilties for Ced Creek Prects (i = 1 to 5) when NOT is positive.
SALj = the alocated sh for Ce Cre Prject i of SALLT.
2. Calculations
Calcuon shal be renciled and setted mony. Calcultion shl be bas upon raw data
gad frm specifed meter usin a meterg integon inal of S, 10, or is miutes atPacifCoip's election to mah the meterig ination PacifiCoip spcifed ("intetion
interval"). Cacuatons sha be rounde to the near kilowat-hom in the fin st.
fa). When TotalGeneration Out -(= Staton Auxilia Load and Losses
When for any integrtion inteal, the tota of al OPj Prjec out amoun of ener amon
aU Ced Creek Projec (OPr) is less th or equa to the tota staon auxlia load and loss
for the Sha Inteection Facilties, the mete at the Point of Deliver wi accuulate the
Utilty Suppliers deliver of puha energy, PALT, to suply such net to loa and lossesin a met regite th is separ frm th wlch aculat NOT and NOT sh eq ze or
if negatve, be deemed to eq ze. The "Utity Suppüer" sha be the utity prvidig re
electrc serce at the Facilty (Rocky Mounta Power). PacifiCoip shal have no obligaon to
serve any of the Ced Creek Projec' reta electrc needs absent a separte wrttn agrement
with PacifiCoip and then only with the peion of Seller's Utiity Supplier. None of the costs
assoiat with prvision of ret electrc serce to Seller sh be borne by PacifCoip.
56
pmej-orPoi
(b). When Total Generaton Out ~ Station Auxilar Loa and Losses
When for any integron inteal the to generaton of ener among all Ced Cre
Prjec is greater th the to staon auxai load and losse for the Sha
Intennecon Facilties, the met at the Poin of Deliver wi accuulat in a sear
regite PacifCorp's recpt of the tota combined ener from alfue Prjec (NOT). The
dierce beteen OPT and NOT for that inteal (SALLr) is alocated to each Ceda Creek
Projec in propoon to its genration outut (OPj) in fue sae inteon inal tode NOj by the forul:
Let SALLr =(OPrNOT) and
SALLi = (SALLr) * (OPi/OPT)
Th Net Output ener sold by eah Prject i is then deed as:
NOj = (OPj - SALLi 1 and substitug for SALLi;
NOj = NOT * (OPi/OPT)
B. Liitation ofPaciCorp Purcase Liabil. PacifCorp's tota purhae obligaon to
the
Ced Creek Prject sh at no tie excee tota ener deliver by the Ceda Crek
Project
to the Point of Delivery. Therfore, in the event the sum of the Net Output energy
(calculatedacordig to the prdi formulae) for all the Ceda Crk Prjec is grat th NOT,
then
PacifCor shal rece caculat Net Ouut ener from each Ced Crk Prject, pro
rata
each Ced Creek Project's she of the OPT, such th the tot energy purhad frm al
the
Ced Crk Prec at the Poin of Deliver by PacifCor eqs NOr.
C PacifCorp Rit to 0tet In the event PacifCor detenes it ha undeaid one
or
more Ce Creek Projec (du to meterig eror or otherse) and, as a resut of
underayig
one or more Ced Creek Project ha overaid Seller, PacifiCorp may adjust Selletsfu
payment(s) accordiy Ù1 orr to rept any overayment reeived by Seller in areonale
time.
57
fIJ-or Poi
D. Condion Subsuent Th Adddmn L was negotiat jointly amon the Ceda
Crek
Prject and PacifiCo and is inteded by al of th Ced Crek Prjec and PacifCor
to be
one of five identical bilat agrements, eah betee PacifCorp and a Ced Crek
Prject,
but each relate to the other. Therfor, in the even one or more Ced Creek Prject do
not
ag to be bOl.d by the te and conditions set for in ths Addendu L, PacifCorp
may,
up th days wrtt notice, cacel al Addenmn L agements. In the event
PacifCorp
cancels ths Addendmn L in accordace with this Secion D, PacifiCorp may satify its
obligation to pay Seller by depositig when due, with an escrow agent chosen by the
Ceda
Crek Projects, the tota payment due to all Ceda Crk Projec l.de their retive
Power
Puha Agen, less off (if any) cacul baed upn NOT and the Con1m Prce.
(E)
58
EXHIT 4.7(A)
GREEN TAG ATTESTATION AN BILL OF SALE
("Sellet') hereby sells, transfers and delivers to PacifiCorp the Grn Tags
(including all Environmenta Attibutes and Green Tag Reportng Rights) associated with the generation of Net
Outut under the Power Puchase Agreement (Renewable Energ) beten Seller and PacifCorp dated
r J (the "PP A"), as described below, in the amount of one Grn Tag for each megawatt hour
generated. Defined term (as indica by initial capitazation) used in this Grn Tag Attestation and Bil of
Sale shal have the meaing set fort in the PPA.
Facilty name and location: Fuel Type: Wind
Capacity (M: _ MW
Energy Admin. ID no.:
Operational Date:
Dates MWh generated
Seller fuher attests, warants and represents, under penalty of perjury, as follows:
i) to the best of its knwledge, the informtion provided herein is tre and correct;
ü) its sale to PacifiCorp is its one and only sale of the Green Tag and asociated Envirnmental
Attbutes referenced herein;
ii) the Facilty generated Output is the amount indica above; an
iv) to the best of Seller's knowledge, each of the Green Tags and Envirnmental Attbutes
associated with the Facilty's Output are bein sold to Buyer.
Ths Gren Tag Atttation and B il of Sale confinns, in accordace with the PPA, the transfer frm Seller to
PacifCorp of al of Seller's right, title and interest in and to the Green Tags (including Green Tag Reportng
Rights and Environmental Attibutes), as set fort above.
Exh. 4.7(A) - 1
Seller's Contact Person: r 1
WITSS MY HAND,
a
By
Its
Date:
Ths Attstaon may be disclosed by Seller an PacifiCorp to others, including the Center for Resource
Solutons and the public utility commissions having jursdiction over PacifCorp, to substatiate and verfy the
accurcy ofPacifiCorp's advering and public communication clais, as wen as in PacifCorp's adveising
and other public communications.
Exh. 4.7(A) - 2
EXHIT 4.7(B)
QUALIFD REPORTING ENTTY SERVICES AGREEMENT
C & T Maser vL.l; 071411
Ths Quified Reportg Entity Services Agreement (ths" Agment") is entered into by and beteen
PacitiCorp ("PacifiCorp") and ("Counterpar"; PacifiCorp and Counterpar may be referrd
to individually herein as "Par" and collectvely as "Paries ") as of , with reference to thefollowi:
WHAS, Countar represents to PacitiCorp th it owns or oterse has the nghts to all or par of the
non-energy attrbut of the generation frm tht ce elecc genertion facilty more parcularly described
on Exibit A hereto (the "Facilty"), or other rights respectg th Facilty itself enabling it to lawfully enter
hereinto; and
WHAS, The Wesern Renewle Eleccity Geerion Informaton Systm ("WRGIS") is a system
trackig quantities of reewable energy generation generated by electic generting facilties in the natue of the
Facilty, as a Facilty pursuant to WRGIS Ter orUse ("TOU"); and
WHREAS, WRGIS requies tht each Facilty have a designed Quaified Reporting Entity; and
WHREAS, Counerpar is an Account Holder in WRGIS and wishes to register the Facilty with WRGIS;
and
WHREAS, Counerar wishes to retan PacifCorp to act as its WRGIS-defined Qualified Reporting Entity
("QRE") for the Facilty;
NOW THEREORE, in considertion of the mutu promises herein contned, the Pares agre as follows:
I. Definitions; Rules of Constrcton.
1.1 Initially caitaiz tes used and not othere defied herein are defined in the in the Opering
Rules or in Atthment 1 Defitions of the WRGIS TOU.
1.2 "Afliate" means, with respect to any entity, each entity that diretly or indirecly contls, is
controlled by, or is under common control with, such designated entity, with "contrl" meaning the possession,
directy or indirecty, of the power to dirct management and policies, wheter thugh the ownerhip of voti
securities or by contr or otherwse. Notwthstin the foregoing, with respect to PacifiCorp, Affliate shal
only include MidAercan Energy Holdings Company and its dirct, wholly owned subsidiares.
1.3 "Business Day" mea a day of the week other th Satuday, Sunday, or a federa holiday.
1.4 "Electc Systm Authority" meas each ofNEC, WECC, WRGlS, an RTO, a regional or sub.
regional reliabilty council or authority, and any other similar counciL, corporaion, organon or body of
regn stading with respect to the operaons of the electc system in the WECC region.
1. "PEC" mea the Federal Energ Reguatory Commission.
1.6 "Generon Intercnnecton Agrment" mea the agrment ent into separately betwen
Counterpar and Interconnecon Provider concering the Interconnecton Facilties.
1.7 "Facilty" is defined in the Preamble.
1. "Interconnection Facilties" means all the facilties inled, or to be installed, for the purose of
interconnectin the Facilty to the System, including eleccal trsmission lines, upgrades, trsfonners and
associate equipment, substaions, relay and switching equipment, and safety equipment.
i.9 "Interconnecton Provider" mea the PEC-reguated or United States Deparment of Energ entity
with whom the Facilty has contrted for inerconnecton to the electrc trsmssion grid; in the event
Internnection Provider is PacifCorp, PacifiCorp would be the Intercnnecton Provider operatg in it
reguated trsmssion fucton, and not as the par heret.
Exh. 4.7(B) - 1
1.0 "Metering Extrnal Webpage" means a website owned and operated by PacifiCorp that PacifCorp
may at its option, but without being obligated to do so, make available and operate for the display of all data
tht wil be included in the Monthly Generation Extrct File.
1.11 "Monthy Generion Extac File" mean a data file that contans generation data from Counterpar's
Points of Metering and confonns to the chaactenstics and requirements set forth in the WRGIS Interface
Contrl Document.
1.12 "NERC" mea the Nort American Electrc Reliabili Corpraion.
1.13 ''Points of Meterig" meas the points at wluch electrc generaion is meaured.
1.14 "Prudent Electrical Practices" means any of the pratices, metods and ac enaged in or approved by
a significant portion ofthe electcal utlity indust or any of the praces, methods or acts, which, in the
exercise of reasnable judgment in the light of the fats known at the tie a decision is made, could have been
expected to accomplish the desired result at the lowest reasonable cost consistent wih reliabilty, safet and
exedition. Prudent Electrica Prces is not intended to be limited to the optimum pmctice, method or act to
the exclusion of all others, but rather to be a spectr of possible practices, methods or acts.
1.15 "QRE" means a WRGIS-defined Quaified Reporting Entity.
I . I 6 "Renewable" is defied in secton 2 of the WRGIS Opemting Rules.
1.17 "Requirements of Law" means any applicable federa, stte and loca law, state, reguation, rue,
code or ordinace enated, adopted, issued or promulgate by any feder stae, loca or other Governenta
Autority or regulatory body (including those pertng to eleccal building, zoning, environmenta and
occuational safet and health requirements).
1.8 "Setlement Estation Prcedures" mean a caculation bas on stdar utiity estmation rules
using algorithms developed and approved by PacifiCorp's biling deparent.
i . i 9 "System II means the electc trmission substaion and transmission or distbuton facilties owned,
operted or maitained by Trasmission Prvider, whch shal include, afer constrction and instalation of the
Facilty, the circuit reinforcements, extnsions, and associated tenninal failty reinforcments or additions
requird to interconnect the Facilty, all as set fort in the Genertion Interconnection Agrment.
1.20 "Tarff" mean PacifiCorp FERC Elecc Tarff Fif Reised Volwne No. 11 Pro Fonna Open
Access Tranmission Tariff.
1.21 "Tramission Provider" means the PEC-reguated or Unite States Deparent of Energy enty
with whom the Facilty ha contred for electrc tranmission at and away from the Faclity to any point on, or
intercnnecion with, the electc transmission grd; in the event Tramission Provider is PacifiCorp,
PacifiCorp would be the Interconnecon Provider operang in its regulated trsmission fuction, and not as
the pary hereto..
1.22 "Wholesale Generaon Also Servg On-Site Load" is defined in section 2 of the WRGIS Operating
Rules.
1.23
1.24
1.25
Rules.
1.26 "WRGIS Operting Rules" meas the openg rules and reuirments adopted by WRGIS,
including the TOU.
1.27 Genera Rules ofInteretion. Unless otherse reuird by the context in wluch any tern appar,
(a) the singular includes the plur and vice versa; (b) references to "Articles," "Sectons," "Schedules,"
"Annexes," "Appendices" or "Exhbits" ar to arcles, sectons, schedules, annexes, appendices or exhbits
heref; (c) all references to a paricular entity or an electricity maket price index include a reference to such
entity's or index's sucsors; (d) "herein," "hereof' and "herunder" refer to this Agreement as a whole; ( e) all
accounting term not specifcally defined herein shall be consted in accordance with generly accepted
accounting principles consistently applied; (f) th masculine includes the femine and neuter and vice versa;
"WECC" means the Western Electricity Coordinating Council.
"WRGIS" means the Wester Renewable Energy Generion Inrmtion System.
"WRGIS C.ertficae" or "Certcate" mean "Certcate" as defied by the WREGIS Operatg
Exh. 4.7(B) - 2
(g) "including" means "including, without limitation" or "includig, but not limited to"; (h) all references to a
parcular law or statute mean that law or sta as aiended frm time to time; and (i) the word "or" is not
necssarly exclusive.
1.28 Interpretation with PERC Orders. Each Par conducts and shall conduct its operatons in a manner
inended to comply with FERC Order No. 717, Stadars of Conduct for Tramission Prviders, requirg the
separtion ofits transmission and merchan fuctons. Moreover, the Paries acknowledge that each of
Tranmission Provider's and Interconnection Prvider's transmission fuction offrs trission serice on its
systm in a maner intended to comply with FEC policies and requirements relatig to the proviion of open-
access trsmision serice. Counterpar agees to conduct itself and operae the Facilty in accordance with
all Requirements of Law, all requiements of all applicable Electc System Authorities, and all requirements of
the Inerconnecton Ageement.
1.28.1 Countear agres to enter into the Generation hitercnnecton Agrment with the Interconnecion
Prvider. The Generation hiterconnection Agrment shal be a separte and fr stding contract and the
ters. heref ar not binding upon the Intennection Provider or Transmission Provider, although both are
express third par beneficiares hereof.
128.2 Notwthtading any oter provision in ths Agrment, nothin in the Generation Interconnection
Agreement, nor any other agrement between Counterpar on the one had and Trasmission Provider or
Interconnection Provider on the other had, nor any alleged event of default thereunder, shal alter or modify
the Pares' rights, duties, and obligation hereunder. Likewise, nothin herin or connecte with the
performce by PacifCorp hereof shall affect or impair the rights of Interconnecton Provider or Transmission
Provider, under the Interconnection Agreeent or otherse. This Agreement shall not be constred to create
any rights betwen Counterpar and the Inteonnection Prvider or between Counerpar and the
Trasmission Provider.
1.28.3 Countear expressly recogniz that, for purses herf, the hiterconnection Provider and
Tramission Provider each shal be deemed to be a separ entity and separate contracting pa frm
PacifCorp wheter or not the Generion hiteonnection Agement is enteed into with Inteconnecon
Provider or an afliate thereof. Counterar acknowledges th PacifiCorp, acting in its merchant capacit
fuction as purchaser hereunder, has no responsibilty for or control over hiterconnection Provider or
Trasmission Prvider, and is not liable for any breach of agrment or dut by Interconneion Prvider or
Trasmission Provider. Nothg in th Agrement shal opeate to dimnish, nor shall ths Agreement extend
to, Interconnection Provider or Transmission Prviders use, reention, or disclosue of Counterpar or Facilty
inormation (including information within the scope of this Agreement) in connection with PacifiCorp
operng in its transmission function, including its carng out of its obligaions and business practices as a
Balancing Authority or activities underten pursuat to the Tariff
II. Ter and Termination.
2.1 Th Agrement shall be efftive upon execution by the Pares and shall continue in efect until such
time as either Par, upon providing 60 days wrttn notice to the other Par, chooses to tenate. PacitiCorp
may initiate any regulatory proceedings it deems approprite to terminte th Agreement prior to the
effectiveness of such termnaon. Notwthtading th foregoing, (a) Counerar may terminat ths
Agreement upon an event of default by PacifiCorp if PacifiCorp does not cur such event of default within to
days of wrttn notice; (b) PacifiCorp may terminte ths Agrement upon an event of default by Counterar
if Counterpar does not cure such event of defat withn 10 days of wrtten notice, (c) PacifiC.orp may
terminate this Agreement if the Facilty fals to meet the requiments of Secton 3. i hereof and such failure is
not cured within 30 days, and (d) Either Par may teine th Agrement immediately upon notce to the
other ifCounterpar or the Facilty fail to comply with Secton 1.28. This Agrement may also be terminated
as otherwise set forth herein.
m. ORE Serices.
3.1 ORE Servces. PacifiCorp will, on the terms set fort herein, serve as a QRE for the Facilty so long
as the Facilty meet the defiition of Renewble, is with the meter boundaries of both PacifiCorp's
Balancing Authority and is equipped with either: (1) Tranmission Provider or hiterconnecion Provider (as
Exh. 4.7(B) - 3
applicable) owned and operate meters; or (2) meter that mee the Interconnection Provider's requirements and
(3) meet all applicable WRGIS requiments.
3.2 Compensation to PacifiCom. In exchage for the services perfnned by PacifiCorp hereunder,
Counterpar shall pay PacifiCorp as follows: Counterpar shall pay PacifiCorp a one~time initial setp fee of
$280, which shall be due upon execution of ths Agrment. The Counterpar shall pay PacifCor a monthy
reportng fee of $50 per generatig unit for which PacifiCorp report outut to WRGIS, provided that
PacifiCorp may, in its discreton, assess and bil for all fees due hereunder on an anua, rather th monthy,
basis. Oter than the initial setup fee, which shall be due in advance, all other fees due hereunder shal be due
within ten days ofPacifiCorp's issuace of an invoice for such fees. PacifCorp will review costs associatd
with this servce on an annual basis, and may mae necessar adjustments to the monthly reortg fee chaged
herein. Any chage in the monthly reportng fee will become effcte only afer a minimum th (30) days
prior wrttn notice to Counterpar. In the event WRGIS, WECC, or any other entity with the abilty or
jurisdiction to modify the QRE reporting process requires a chage that materilly increases the cost to
PacifiCorp of providing QRE services, PacifiCorp may pass those cost to the Counterpar by increasing the
monthy reporting fee. PacifCorp wil use best efforts to provide Counterpar with prior notice before biling
Counterar for such increased costs. The fee set fort herein relate to PacifiCorp servg as a QRE for
Counterpar puruat to the te of ths Agment. The necessar metering is a prerequisite for th service
and is not covered in the fees descrbed above.
3.3 Points of Meterig. The Points of Meterg that PacifiCorp will use are se fort in Exhibit A.
Counterpar certifies that all Points of Metrig listed in Exhbit A measur dat only from Facilty th meet
the definition of Renewable. Counterpar shall notfy PacifCorp at leat thir (30) Business Days prior to
maing any proposed material chages to the Point of Metring. Followi such notification, the Paries will
decide whether sucll changes are mutly acceptable. Ifsuch changes ar not acceptale to PacifiCorp,
PacifiCorp may tenninate ths Agreement.
3.4 EJenses. Except as otherwse provided in the Interconnecton Agement (and in such case, only vis~
à-vis Interconnection Provider), Counterpar shal bea all cost and expenses, including those incurd by
PacifCorp, relating to all meteing or other equipment intaled to accommodate Counterp's Facilty.
3.5 Reportng. Counterar herby grants to PacifiCorp sole and exclusive permssion and authority to
reort Dat and Output to WRGIS and warts and represents that neither Counterpar nor any other persnor entity acti on behalf of Counrpar ha granted, or will hereafter grt durg the temi hereof any simlar
data report autority or perission to any other QRE or WRGIS Account Holder or to any other par or
Agent for use in WRGIS, or any other energy tracking system, for the Facil. As a precondition for
PacifiCorp to be able to perform hereunder, Counterpar shall submit Countera.s Outut data to PacifiCorp
by allowing PacifiCorp to collect such data at the Points of Meterg, and report such data in the maner set
fort herein.
3.5.1 Monthly Generaon Ex File. Once a month PacifiCorp shal submit a Monthy Generation
Extct File to WREGIS on Counterpar's beha~ which wil confonn to the chcteristics and data
requiments set fort in the WRGIS Interfe Contrl Document.
3.5.2 Rtortg Cycle. PacifiCorp shall submit the Monthly Generation Ext File to WRGIS no sooner
th the lat business day of each month for data collecd durng the preious month, or previous porton of
month. PacifiCorp shall submit such dat no later th the end of the calendar mont following the end date of
the outut being reported.
3.5.3 Verficaton. Should PacifiCòrp choose at its option to opere and make available a Metering
Exrn Webpage, PacifiCorp may in its reasonably exercised discretion grt Counterpar access for
Counterpar to verify such inormation as prescribed by PacifiCorp frm time to tie, and to timely notify
PacifiCorp in wrting of any errrs Counterpar detec.
3.5.4 Adjusents. After PacifiCorp submits the Monthly Genertion Extact File to WRGIS, any
inrmation contaned in the Monthy Generation Ext File shall be fial for puroses ofWRGIS reorting,
subjec only to the adjustment procedures set fort in the WREGIS Operatg Rules, which shall be
Counterpar's responsibilty to implement if necessar.
3.6 Obligations ofCounteiar. Counterpar shall report and provide to PacifiCorp acure and
complete generation Data and Output infonntion for the Facilty. Counterpar shall send the Data and other
Exh. 4.7(B) - 4
Output Infonntion in a format and in compliance with any protocols which PacifiCorp may specify to
Counterar. Counterpar has a continuing duty to immediately noti PacifiCorp, if and when any
generation Data or Output information has been sent in errr or ceases to be trful, accurae, or complete and
to supply the corrcted da as soon as practical, but not later than five (5) Business Days frm the date
Countear discovers tht discrepancy in the Data or Output information.
3.7 WRGIS Fees. Counterpar is solely responsible for the payment direcy to WRGIS of any and all
WRGIS fees and costs that ar reuied to register Counterpar's Facilty and, to the extent the Generator
Owner is a WRGIS Account Holder, Counrpar is responsible for the payment direcy to WREGIS of all
other WREGIS fees incident to the reportng of Generator Data and Output to WRGIS. Counterpar
acknwledges and ages that PacifiCorp shall have no obligaton to advance or mae payment ofWREG1S
fees or cost on Counterpar's behalf. Upon request by PacifiCorp mae ifPacifiCorp ha received such a
reuest frm WREGIS Or any reguator or third par, Counterar shall provide PacifiCorp with evidence of
payment"ofWRGIS fees and costs; falure to provide such information to PacifiCorp, upon request shall
constitute an event of default under this Agreement.
3.8 WRGIS Accounts. Counrpar will be solely responsible to make argements and registations
and for entenng into any such agments tht are necssar to establish trfer of Certificates dirly to
proper Accounts or Subaccounts ofCounerpar. Counterpar ages that such argements shall preclude
the need for PacifiCorp to act as custodian of such Certficates or to be responsible in any way to hold such
Ceficats in any Account or Subaccount ofPacifiCorp or bea any responsibilty, possession, obligation, or
risk of loss with respec to Certficats creted, held, or owned, with respect to the Facilty. Counterpar
acknowledges that, ptUuant to secton 11 of the WRGIS TOU, any genertion da that PacifiCorp, acting as
a QR, provides to WRGIS shall reside in WRGIS and Counterpar wil have no control over such data's
use other th tht provided for under the WRGIS TOU.
3.9 Obligations ofPacifiCoi:. PacifiCorp shall specify for Counterpar the protocols, reportg
frquency, data fie fonnts, and communication protocols for rertng generatng Data or Outut, as
necessar. PacifiCorp shal timely report to WRGIS Counterpar Da and/or Output information as
specified in the most curnt WRGIS Interfe Control Document (lCD). PacifiCorp shall not use or disclose
Counterpar generation Data for any other purpose than rerting the Data to WRGIS, except as may be
required bylaw, the Public Utility Commission of Oregon, any other stae, federa, muncipal or other
regulator or governental authority with jurdicton over PacifiCorp or any of its assets, or a cour of
competent jursdicton or as reuied under the ter of an existng agement betwee the Pares. PacifiCorp
shal not use Generar Owner generation Data for any oter puse. Notwhstading the foregoing,
PacifiCorp sha not be reponsible for handlig, account adinistraton, trfer, evidence of, or any
detination of Countear Certficate ownership or any other obligaons for Ceificates of Counterpar
with regar to Certficates; and Counterpar shl bear all responsibilty for such hadling, account
administon, evidence of, or any detrmination of Counterpar Certficate ownership and all other
obligations perining to creation and ownerhip of such Certifcas.
3.10 Measurent.
3.10.1 Meter Data. Counterpar authorize PacifiCorp's metering services orgaiztion to provide
Counterpar's meter data directly to WRGIS in the form of the Monthy Generation Extct File.
Cöunterpar autorize PacifiCorp to gather data frm the Points of Meterg listed in Exhibit A. All such
da is considered data which Cöunterpar has crated and submitted to PacifiCorp, notwthtading that
PacifCorp, raer th Counterpar will gater it.
3.10.2 Whlesale Geerntion Also Serg On-Site Loads. If Countear has any Wholesale Generaon
Also Serving On-Site Loads (as defined in Aricle One above), such Facilty will nee to have the on-site load
generation metere (and registered) separtely frm the generation that is supplied to the grd, in accrdace
with the WRGIS Operatg Rules. Oterwise, PacifiCorp will not report any da from such Facilty. If such
Facility exist, they must be specified in Exhibit A.
3.10.3 Estiates. When meter readings are not available due to metr hardwae failur or dat that is
determined to be invalid due to metr malfuction or calibraon or confguon errr, to the extent deemed by
PacifiCorp to be appropriate and permitted pursuat to WRGIS TOU, PacifiCorp will, if possible, rely on
readings frm redundant metrs whether such meters are PacifiCorp owned or not. Ifreaings frm redundant
Exh. 4.7(B) - 5
metes are not possible, PacifiCorp wil estimate and report meter data accrding to PacifiCorp's Settlement
Estimation Prcedures.
3.10.4 Responsibilty. Counterpar is solely responsible for the da create and submied to PacifiCorp,
actng as a QRE, to forwd to WRIS.
3.11 Regulatory Regyìments. PacifiCorp may releae information provided by Coimterpar hereunder,
or gatered by PacifCorp in connecton herewith to comply with any reatory requirements applicable to
PacifiCorp or if requested by a PacifiCorp reguator or if required by any other federa law or cour order.
Counterpar waives all applicable provisions of the Tarffwhich requi PacifiCorp to hold confdential
inmiation with respec to the Generaor Owner and the Facilty, to the extent necessar for PacifiCorp to
report as a QRE, geeration Data and Outut regading the Generation Unit(s) and to ca out PacifiCorp's
obligations under th Agrement. This provision shall surve any ternation of this Agreement.
3.12 Grant by Countema. Counterpar herby grts to, permits, and authorizes PacifiCorp the
following:
3.12.1 PacifiCorp is herby authorid to communcae and trsact with WRIS as Counterpar's sole and
exclusive reportg source of generaon dat for the Facilty, and WRGIS is hereby authorid to
communcat and trsat directly withPacifiCorp regardig any generation daa issues for the Facilty.
PacifiCorp is hereby authorized to ac on behaf ofCounterpary, but only to the extent th PacifiCorp halawfl, contractual acs to WRGIS. .
3. i 2.2 PacifiCorp is hereby autonzd to provide WRGIS with all genertion data for the Facilty that
WREGIS reuires, includig, but not limted to, data requi for prepation of requird report and biling.
3.12.3 PacifiCorp is autorizd to undere all actions which ar reasnable and necessar to car out the
obligations set fort in the subsections above.
3.12.4 Counterpar retans all other rights and responsibilties and all othr obligations to WRGIS.
N. Indemnty and Hold Haless by Counterp.
4.1 Igdemn. To the ,exnt permttd by Requiements of Law, Coimterar herby indemnifies and
agrees to hold PacifiCorp, its offcers, employees, agents, or representatives, hamless for any and all liabilty
that is in any way associated with PacifCorp's performce herunder. Th includes liabilty arsing from: the
data contained in the Montly Generation Extact File, or any other fiancial iaj ur, or damage to persons or
prpert. Without limiting the generality of th foregoing:
4.1. Waer of Causi¡ of Acon and Clai for Damges. Counterpar hereby waives any and all causes
of acon arsing under or in respect to ths Agrement, wheter in contrct, tort or any other legal or equitable
theory (including stict liabilty) agaist PacifiCorp. In no event shaH PacifiCorp be liable to Counterpar its
boar of ditors, employees, agen, or representaives for any demands, dirct costs, lost or prospectve
profits or any other losses, liabilties or expenses, wheter special, punitive, exemplary, consequential,
incidental, or inct in natue, that are in any way associate with PacifiCorp's perfrmce of the QRE
fucton or oterwse under or in respect of ths Agreement
4.2 Indemnity by CQunteiar. Countear shall releae, indemnify and hold haess PacifiCorp, its
Affliates, and eac of its and their respecive dictrs, offcers, employees, agents, and representatives
(collectively,tle "Paci;lCorp Indemnities") against and frm any and all losses. fies, penaties. claims,
demands, damages, líabìIties, actions or suits of any nate whatsoever (including legal cost and attorney's
fees, both at trial and on appea, wheter or not suit is brought) (collectively, "Liabilties") resulting from, or
arsing out of, or in any way connecte with, the performance by Counterpar ofits obligations herunder, or
relati to the Facilty, for or on accoun of (i) injur, bodily or oterwse, to, or deat of, or (ii) for dage to,
or destrction or economic loss of propert of, any peson or entity, exceptig only to the extnt such Liabilities
as may be caused by the grss neglgence or willful misconduct of any peron or entity with the PacifiCotp
Indemnties.
4.3 NOTWTANING AN OTH PROVISION OF THIS AGREEM, COUNARTY
ASSUMS FUL RESPONSffllTY AN RISK OF LOSS RESULTIG FROM (1) TI FAIUR TO
SEN DATA IN A FORMT SPECI BY PACIFICORP, (2) TI FAIUR TO USE PROTOCOLS
SPECID BY PACIICORP OR (3) TH SENING OF ERRONEOUS, UNU1H, INACCUTE,
Exh. 4.7(B) - 6
AN/OR INCOMPLETE GENERATING DATA TO PACIFICORP OR TH SENDING OF ERONEOUS,
UNUT, INACCURTE, AN/OR INCOMPLETE DATA BY PACIFICORP TO WREGIS. IN NO
EVENT SHAL PACIFICORP BE LIABLE FOR ANY CONSEQUENT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR OTH INIRCT LOSS OR DAMGES RESULTIG FROM ANY BREACH OF
TIS AGREEMENT, WHTHR CAUSED BY TH NEGLIGENCE OR INENIONAL ACTIONS OF
PACIFICORP (AN/OR ITS CONTCTORS, AGENTS, AN EMLOYEES), REGARLESS OF
WHETHR SUCH CLAI FOR DAMGES is BASED IN CONTCT, TORT, STRICT LIAILITY OR
OTHRWISE. IN NO EVE SHAL PACICORP BE LIABLE FOR ANY LOSS OR HA
SUFRED BY COUNARTY OR AN TI PARTY DUE TO AN ACTION OR INACTION BY
PACIFICORP TAK HEREUNER THT CAUSES A FACILITY TO LOSE AN CREENS,
REGISTRTION OR QUALFICATION UNER THE REWABLE PORTFOUO STANAR OR
SIMAR LAW OF AN STATE OR OTHR JUSDICTION.
4.4 . PACIFICORP WI NOT BE RESPONSIBLE FOR AN DAMGES RESULTING FROM
ECONOMIC LOSS, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINSS, LOSS OF PROFIT, LOSS OF
PRODUCTION TAX CREITS, LOSS OF SAVIGS OR REVENU, LOSS OF GOODWI, TH
CLAIS OF THI PARTIS (INCLUDING CUSTOME AN SHAHOLDERS OR OTH
EQUI OWNERS), PERONAL INJUS OR PROPERTY DAMGES SUSTAID BY TH
COUNTBARTY OR AN TH PARTIS, EVEN IF PACIFCORP HAS BEEN NOTIFED BY
COUNARTY (OR BY AN TI PARTY OF SUCH DAMGES.
4.5 PACIFICORP DISCLAIS AN LIAILITY FOR AN COUNRPARTY WAIS AN
CLAI FOR LOSS OR DAMGE RESULTIG FROM ERRORS, OMISSIONS, OR OTR
INACCUCIES IN ANY PART OF WRGIS OR TH REORTS, CERTICATES OR OTHR
INORMTION COMPIL OR PRODUCE BY AN FROM OR INUT INO WRGIS USING
COUNRPARTY SUPPLIE GENERATION DATA, WHTHR OR NOT SUCH ERORS,
OMISSIONS OR INACCURACIS AR DUE TO ERRONEOUS, UNUTH, INCOMPLETE, OR
INACCURTE INFORMTION INUT BY PACIICORP INO WRGIS.
4.6 COUNRPARTY HEBY REASES PACIFICORP AN AN OF ITS CONTCTORS,
AGENTS, AND EMPLOYEES FROM AN AN ALL LIAILITY WITH RESPECT TO DAMGES OR
INJUS INCUD BY GENTOR OWN AS RELATES TO TH FOREGOING, EXCLUDING
AN ARSING AS A RESULT OF TORTIOUS AN INONALLY KNOWIG OR RECKLESS
CONDUCT BY PACIICORP.
4.7 COUNARTY ACKNOWLEDGES AN AGRES THAT, IN TH EVE OF BREACH OF
TIS CONTCT OR AN OTH ACTION RESULTIG IN LOSS OR POTETIAL LOSS OR
DAMGE TO COUNARTY, THE SOLE RECOURSE TO GENRATOR/OWNR is
TERMATION OF TIS AGREEM.
4.8 Counterpar agrs to defend, indemnify, and hold harless PacifCorp and its directors, offcers,
employees, and agents from and agnst any and all claims (including thrd-par clas); causes of acon,
wheter in contrct, tort, OT any other legal theory (including strict liabilty); demands; damges; costs;
liabilties,; losses and expnses (including reasonale atrney's fees and cour costs) of any nate whaoever,
whenever arsing, arising out of, resulting frm, atbutble to, or relatd to Counterar generation Dat our
Output for: any inaccury, errr, or delay in or omission of (i) any Dat infonnation, or servce, or (ii) the
transmission or delivery of any Data informaton, or servce; any inteption of any such Data Outut
inormation, or servce (wheter or not causd by PacifiCorp); or any fici, business, commercial, or other
judgment, decision, ac or omission made by any persn or entity based upon or related to the inormation.
4.9 Intercnnecon. Countrpary shall have no claims hereunder again PacifiCorp, ac in its
merchat fuction capacity, with respect to any requirement imposed by or damges caused by (or allegedly
caused by) act or omissions of the Tramission Prvider or Interconnecon Prvider, in connection with the
Generation Interconnection Agreement or otherise. Countear shall defend, indemnifY and hold
PacifCorp haess agnst any liabilty arsing due to Counterpar's performance or falure to perform under
the Generation Interonnection Agreement. Counerpar's falure to obt or peform under, the Genertion
Interconnection Agreement, or its other contr and obligations to, Tranmission Provider or Interconnection
Provider is not a Force Majeur.
Ex. 4.7(B) - 7
4.1 0 TIS ARTICLE SHALL SURVI AN TEATION OF TIS AGREEMENT, WHTH
sum TERMATION is BY PACIICORP OR COUNARlY, AN WHTHER OR NOT SUCH
TERMATION is ON ACCOUNT OF A DEFAULT.
V. Furer Countemar Obligations.
5.1 No Sale. Nothing herein constituts a sale or purhae of energy or renewable energy cerficates to or
by PacifiCorp.
5.2 PTCs. Counterp shall bear al risks, financial and otherwse thughout the Term, associated with
Counterpar's or the Facility's eligibilty to reeive producion ta credi1 ("PTCs ")or qualify for accelered
depreciation for Counterar's accountig, reportng or ta purses.
5.3 Fuher Assurces. At PacifiCorp's request, the Pares shal execut such documents and intrments
as may be reasnably required to effect the essental intent and puroses hereof.
5.4 Station Service. Counterpar shall be responsible for arangig and obtining, at its sole risk and
expense, any station service required by the Facilty.
5.5 Costs of Ownership and Operation. Without limitin the generaity of any other provision hereof:
Countcrpar shal be solely responsible for paying when due (a) all costs of owning and operang the Facilty
in compliance with existing and futu Reuirements of Law and the terms and conditions hereof, and (b) all
taes and charges (however characterized) now existing or hereinftr imposed on or with respec to the
Facilty, its operation, or on or with respec to emissions or other envirnmenta imact of the Facilty,
including any such ta or chage (however charerized) to the exnt payable by a genertor of such energy or
renewable energy certificates.
5.6 Coordination wi Systm. Counte shall be responsible for the coordination and sychrnizaon
of the Facilty and the Intercnnection Facilties with the System, and shall be solely responsible for (and shall
defend and hold PacifiCorp harless agast) any damage that may ocur as a direct result of Counterar's
breach of the Generation Interconnection Agreement.
5.7 Data R.es Counrpar shall, promptly upon writt reuest from PacifiCorp, provide PacifiCorp
with data reonably required for information request frm any Goverental Authrities, stte or federa
agency intervener or any other par achievig inteenor stas in any PacifiCorp rate proceedng or other
proceeding before any govermental authority. Counterp shall use best effort to provide this inormaton
to PacifiCorp suffciently in advance to enable PacifiCorp to review it and meet any submission deanes.
5.8 Additional Information. Counterpar shal provide to PacifiCorp such other inrmtion respectng
Counterpar or the Facilty as PacifiCorp may, frm time to time, reasonably request.
5.9 No Dedication. Nothing herin shall be constred to create any dut to, any stard of ca with
reference to, or any liabilit to any person not a Par hereto. No underakg by one Par to the other under
any provision hereof shall constitute Íhe dedcation ofPacifCorp's failties or any porton thereof to
Counterpar or to the public, nor afect the status ofPacifiCorp as an independent public utility corporation or
Counterpar as an independent individua or entity.
S.I 0 Required Policies and Coveres. Witout limtig any liabilties or any other obligations of
Counterpar hereunder, Counterpar shall secure and continuously car with an inurance company or
companes rad ngt lower than "ß+" by the AM, Best çompany the inurce coverage specified in the
Genertion Interconnection Agrement.
VI. Representations and Warrties.
6.1 Mutual Reresenttions and Warties. Each Par represents and warts to the other tht: (i) it is
duly orga and validly existing under the laws of the jursdiction of its incorporaion or orgaization; (ii) it
ha the corporate, governental and other legal capacity and authority to enter hereinto and to perform its
obligaions hereunder; (ii) such execution and perfrmce do not violate or confict with any law, order or
ageement applicable to it; (iv) it has all goverenta and other authorizations that ar requir to have been
obtaed or submittd by it with respect heret, and they are in ful force and effect; (v) its obligations
hereunder are valid, binding and enforcable in accordance with their tes (subjec to bantcy or similar
laws affectg creditors' rights generly); and (vi) no Event of Default, or event which with notice and/or lapse
Exh. 4.7(B) - 8
of time would constute such an Event of Default, has occurrd and is contiuin or would occur as a result of
its enterig into or performing its obligations hereunder.
6.2 Represenions and Warties of Countemar. Counterp herby represents and warants to
PacifCorp: (i) it is not relying upon any representations ofPacifiCorp other th those expressly set forth
herein; (ii) it ha enterd hereinto with a full understanding of the materl terms and risks of the same, and it is
capable of assuming those risks; (ii) it has made its tring and investment deisions based upon its own
judgment and any advice frm such advisors as it has deemed necessar and not in reliance upon any view
expressed by PacifiCorp; (iv) it ha not received from PacifiCorp any assuances or promises regarding any
finacial results or benefits hereunder; (v) servce hereunder is not a utlity service within the meag of
Secton 466 of the Unite States Banptcy Code; and (vi) Counterpar holds legal title to the Facilty or
otherwise holds the lega right to cause the Facilty to enter into ths Agrment.
VII. Financial Responsibilty.
7.1 Adequate ASSurces. Without limitig PacifiCorp's rights under Aricle vm heref, ifCounterpar
ha faled to make a timely payment herender, and PacifiCorp ha reaonable grounds for insecty regarding
the performce of any obligation ofCounterpar hereunder (wheter or not then due), PacifiCorp may
demad Adequate Assurance of Performance. "Adequate Assurces of Perormce" me sufcient
secunty in the form, amount, by an issuer or guaranr, and for the term reasonably acceptble to PacifiCorp,
including, but not limited to, ca, a standby irevocable letter of credit, a preayment, a secwity intest in
governent securities, an asset or a performance bond or guanty. Such Adequate Assurance of Performance
shall be provided withn the business days afer a wrn demand is made by PacifiCorp.
vm. Events ofDefau1t: Remedies.
8. i Event of Default. "Event of Defalt" means, with respect to a Par (the "Defaulting Par"):
8. i. i the failur to render when due any payment or perrmance hereunder, if such filur is not remedied
within five days afr wrtten notice;
8.1.2 the failur to timely provide adequate assurace reuired pursuat to Arcle VII herof;
8.1.3 any such Par's representation or waty proves to have been incorrect or misleading in any material
respect when made;
8.1.4 the failure to perform any other covenant set fort herein if such falur is not remedied with five
days afer wrtten notice;
8. 1.5 its bankrptcy, if adequate assurces acceptale to PacifiCorp and approved by the Banptcy Cour
are not provided;
8.1.6 . the expiron or tennintion of any credit support of Counteipar's obligaons heruner (other th
in acrdance with its terms) prior to the satsfation of all obligatons of Couneipar without the writtn
consent ofPacifiCorp; or
8.1.7 In the cae ofCounteipar:
8.1.7.1 Countear fails to report generion Data or Output informtion to PacifiCorp for the Facilty or
COant~rpar fails to send the datain a fonnat and use the protocols specified by PacifiCorp as deterned by
PacifiCorp to be requíted to meet the requìments of the WRGIS Opertig Rules;
S. i. 7.2 Counterar is delinquent in payment to WRGIS of any WRIS fees for registion or
mantenance of Accounts or Subaccount, which payment impairs the abilty ofPacifCorp to report Generator
Dat Output, or other infonnation to WRGIS regarding the Facilty, which delinquency continues for a period
of th (30) days;
8.1.7.3 Counterpar fals to comply with a reques by PacifiCorp to provide evidence of payment of
WRGIS fees perning to the Facilty or
8.1.7.4 Counterpar knowigly or intetionally fasifes or misrepresents any Dat Output inonnation, or
other information requird by WRGIS.
Exh. 4.7(B) - 9
8.2 Remedies Upon Event of Default. In the Event of Default by a Par and for so long as the Event of
Defalt is contiuing, the non-defaulting Par (the "Perfrming Par") shal have the right to do any or all of
the following: (1) upon two business days' written notice to the Defalting Par, tenate this Agrment; (2)
withold any payments or perfrmance due in respect of this Agrement; and (3) exerise such other remedes
as may be available at law or in equity or as otherwe provided for herein, to the extnt such remedies have not
been otherise waved or limited puruat to the terms heref.
8.3 Ss If an Event of Default OCCUI', the Performing Par may, at its elecion, se off any or all
amounts Whch the Defaultig Par owes to it or any Affliate of the Perormng Par (wheter under tls
Agrement or otherwse and whether or not then due) against any or all amounts whch it or any Affliate of the
Perormng Par owes to the Defalting Par (wheter under this Agrement or otherwis and wheter or not
then due).
8.4 Payent ofDamges. Any amounts due on account of defaul shall be paid by the close of business
on the next business day following the Defaulting Par's reeipt of the Performng Par's wrttn termon
notice seting fort the termination payment due.
8.5 Limitation of Liabiltv. THE EXPRESS REMEDIES A1"D MEASURS OF DAMGES
PROVIDED HEREIN SATISFY TH ESSENTIA PUROSES HEOF. FOR BREACH OF AN
PROVISION FOR WHCH AN EXP:RSS REMEY OR MEASUR OF DAMGE is PROVIDED, SUCH
REDY OR MEASUR SHAL BE THE SOLE AND EXCLUSIV REMEDY THREFOR. LIAlLITY
THT HAS NOT BEEN OlHWISE EXCLUDED PURUANT TO TH TERM HEF SHAL BE
LIMTE TO DIRCT ACTUAL DAMGES ONLY AS TI SOLE AN EXCLUSIV REY.
EXCEPT AS OTHWISE SPECIICALY SET FORTH HEIN, NO PARTY SHAL BE REQUID
TO PAY OR BE LIALE FOR SPECIAL, CONSEQUENTIA, INCIDENAL, PUNTI, EXMPLAY,
OR INIRCT DAMGES, LOST PROFIT OR BUSINSS INRRUPTION DAMGES, BY STATUTE,
IN TORT, CONTRCT OR OTHRWISE.
8.6 SurvivaL. This Arcle surves the expiration or ternaton hereof.
IX. FOrce Majeure.
9.1 Except with regard to a Par's obligation to mae payments hereunder, in the event either Par heret
is rendered unable, wholly or in par, by Force Majeur to car out its obligations with respect here, then
upon such Par's (the "Claiming Par") giving notice and ful paricular of such Force Majeure as soon as
reasonably possible afer the occurence of the cause relied upn, such notice to be confirmed in wrtig or by
facsimile to the other Par, then the obligaions of the Claimg Par shall, to the extent they ar affected by
such Forc Majeur, be suspended durg the continuace of said inabilty, but for no longer period, and the
Claiing Par shal not be liable to the other Par for, or on account of, any loss, daage, injur or expen
reulting from, or arsin out of such event of Force Majeue. The Par receiving such notice of Force
Majeure shal have until the end of the Business Day following such receipt to notify the Claiming Par that it
objects to or disputes the existence of an event of Force Majeure. "Force Majeu" mea an event or
circumstce which prevents one Par frm perfnnng it obligations hereunder, which event or ciumstce
was not anticipated, which is not within the reasnable contl of, or the result of the negligence of, the
Claiming Par, and which, by the exercise of due dilgence, the Claimng Par is unable to overcme or avoid
or caue to be avoided. Counterar's failur to obtain, or perform under, the Generation Intrcnnecon
Agrement or its other contrct and obligations to, Tranmission Provider or Interconnection Provider is not a.
Force. Majeur.
9.2 Force Majeure Does Not Affect Oter Obligations. No obligations of either Par th arse before the
Force Majeure causing the suspension of perormance or that arse aftr the cessation ofile Force Majeur
shal be excused by the Force Majeure.
9.3 ~. Notwithstanding any other provision hereof, neither Par shall be required to sette any
ste, wakout, lockout or other labor disput on term which, in 1he sole judgment of the Par involve in th
disput, are contrar to the Par's best intests.
X. Miscellaneous.
Exh. 4.7(B) - 10
10.1 CHOICE OF LAW. This Agreement shall be interprete and enforcd in accordance with the laws of
the state of Orgon, excluding any choice oflawrues tht may direct the applicaton of the laws ofanober
jurisdiction.
10.2 Restction on Assignments. Neiter Par may assign this Agrement or any of its rights or
obligations hereunder without the prior wrtten consent of the other Par, whicb consent shall not be
uneaonably witheld. Any purrted assignent in violation hereof shall be void ab initio. Ths Agreement
inures to the benefi of and is bindig upon the Pares and their respective successors and peitted assig¡s.
i 0.3 Notces. AU notices, requests, sttements or payments sha be mae to the addrsses set out on the
Notices Exhibit. Notices requird to be in wring shal be delivered by letter, facsimile or other documentar
form. Notice by facsimile or had deliver shall be deemed to have been given when received or band
delivered. Notice by overight mal or courier shal be deemed to have been given on the date and time
evidenced by the delivery receipt. The Paries may change any of the persons to whom notices are addressed,
or their addrsses, by providig written notice in accordance with ths Secton.
10.4 Entire Agreement: Counterpar. This Agrement constitutes the enti agement betn the Paries
with respec to its subject matt. This Agrement may not be amended, chaged, modified, or altered uness
such amendment, chage, modification, or alteation is in wrtin and signed by both Partes. Ths Agrement
may be executed in counterpar, including by teleíasimie trmission, eah of which is an orina and all of
which taken together constitute one and the same original instrent. This Agrment completely and fully
supersedes all other prior understadings or agrements, both wrtten and oral, between the Pares relatig to
the subjec matter herf. If any provision of this Agreement is deterined to be invalid, void or unenforceable
by any cour of competent jurisdiction, such detennintion shall not invalidat, void, or make wienforceable
any other provision, ageement or covenat of ths Agrement, provided the basic purses of this Agrent
and the benefits to the Pares ar not substtially impaired.
10.5 No Waiver. Waier by a Par of any default by the other Par shall not be const as a waver of
any other default, nor shal any delay by a Par in the exercise of any right under this Agreement be considered
as a waiver or relinquishment thereof.
10.6 Jursdicton. Any judicial action arising out of, reulting frm or in any way relating to ths
Agreement shall be brougt only in a state or feder court ofMultnomah Coun, Oregon. In th event such
judicial proceedings ar instuted by either Par, the prevailng Par shall be entitled to awad of its costs and
atorneys' fees incur in connecon with such proceings.
10.7 Jur Trial Waiver. TH PARTIES EACH HEREY IRVOCABLY WAIVE ALL RIGHT TO
TR BY JUY IN AN ACTON, PROCEEDING OR COUNTERCLAI ARISING OUT OF OR
RELATING HERETO, AN GREN TAGS OR THE TRASACTIONS CON1E:MPLA TED HEBY.
EACH PARTY FURTHR W AlVES ANY RIGHT TO CONSOLIDATE AN ACTON IN WHCH A JUy
TR HAS BEEN WAID WIT AN OTH ACTION IN WICH A JUy TR CANOT BE OR
HAS NOT BEEN WAIVE.
10.8 No Third Par Beneficiares. Wit the exception of Transmission Prvider and Interconnection
Provider, who are exres thd par beneficiares heref: ths Agrment confes no rights whasoever upon
any peron other thn the Pares and shall not create, or be interete as cratig, any stadar of car, dut or
liabilty to any person not a Par herto.
10.9 Relationship of th Paries. Nothg contaned herin shall be consed to create an associaton,joint
ventue, trst, otparership, or impose a trst or parership covenant, obligation, or liabilit on or with regad
to anyone or more of the Pares. Eah Par shall be individualy responsible for its own covents,
obligations, and liabilities under this Agreement.
Exh. 4.7(B) - 11
IN WITNSS WHREOF, the Paries have execut this Agrement by their duly authoried repreentaives
as of the date first above wrtten.
PacifiCoip (Counteipary J
BY:
NAM:
TITLE:
BY:
NAM:
TITLE:
Exhibit A
Facilty and Generation Data to be sent by QRE
For Facilty enter the following information:
Facilty Name and Address
Resource ID and Meter Number (Device ID)as listed on the Meter Service Agrement for
the iso Metered Entities (MSAlSOME) Schedule 1
WRGIS il
Meter Points
Exh. 4.7(B) - 12