20111215Exhibit B, PPA.pdf

Exhibit B
Five Pine Project Power Purchase Agreement
Ceda Creek Wind LL-Fiv Pi
POWEPUCBAGRBE
CEDAR CREEK WID, LLC
AN
PACICORP
Reti to Fie Pie Prjec an appromate 53.4 MW Wind Turine Geertin Prjec
a non-fuled on-sy In Reur wi Mecca Avaiity Gu,
Idao Qug Facli
(i)
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTIONS.
SECTION 6.
SECTION 7.
SECTION 8.
SECTION 9.
SECTION 10.
SECTION 11.
SECTION 12.
SECTION 13.
SECTION 14.
SECTION is.
SECTION 16.
SECTION 17.
SECTION 18.
SECTION 19.
SECTION 20.
SECTION 21.
SECTION 22.
SECTION 23.
Cedar Creek Wind LL-Fiv Pi
Table of Cont
DEFINITIONS.............................................................................................. 1
TE; COMMERCIA OPERATION DATE........................................... 9
REPRESENATIONS AND WARRNTIES .......................................... 13
DELIVRY OF POWER; AVAILABILITY GUARY..................... 15
PURCHASE PRICES .................. ................................................................ 18
OPERATION AND CONTROL ................................................................20
MOTIV FORCE .......................... .............................................................24
GENRATION FORECASTING COSTS................................................. 24
METERIG: REORTS AND RECORDS ............................................... 24
BILLINGS. COMPUTATIONS AND PAYMNTS............................. 27
SECURI .... ............................................................. .......... .............. .... 27
DEFAULTS AND REMEDIES .............................................................29
INEMNICATION: LIABILITY................................................... .... 31
INSURACE..........................................................................................32
FORCE MAJEUR ,. i..i.............................:.'.....'.'...'......,,,.'.,'...'......'.'....':.,:.,...'.',....,..:.:.:....'.:...:........... 33
SEVERA OBLIGA TIONS................................................................... 33
CHOICE OF LAW ................................................................................. 34
PARTI INALIDITy....................................................................... 34
WAIVR ................................................................................................34
GOVERNNTAL JUSDICTION AND AUTHORITIONS ..... 34
SUCCESSORS AND ASSIGNS ......................................................... ...34
EN AGREEME.........................................................................35
NOTICES................................................................................................35
(i)
Ceda Creek Wind LL-P Pi
POWEPUCHAGR
TI POWE PURCHSE AGRE, relati to FI PIN an apxi 53.4 MW wi
tuine geon project, entered into this _th day of December 2011, is between Ced.
Crek Wind, LLC, a Delawar liited liabilit company (the "SeDer") and PacifCozp, an
Orgon cozpration acti in it mer fucton capity ("PaciCorp''). Seller and PacifCorp
ar refer to collectively as the "Parties" and individually as a "Part".
REAL
A Seller in to consct own ope and ma a wi facilty, inludig
Seller's Interconnecon Facilties, for the generaton of elecc power located in Idao, with an
exte Facilty Capity Rag of aply 53.4 megawa as :fr desribe in Exhibit
A and Exhibit B ("Facilty").
B. Seller ha se righ to deliver ou1ut frm it Facilty to PacifiCorp across the
inrcnnection and oter facilites as fuer described in Exhibit B and Addendum L.
C. Seller intends to operate the Facility as a Quaifyig Facilty, as such term is
de in Secon i .59 below, and to sell Net 0u1p to PacifiCozp in Idao.
D. Seller estis that th averge anua Net Ouut to be deliver by th Facilit to
PacifCoz is 140,590,489 kilowatt hours (kWh) ("Averge Anua Net Output') pur to the
Inti Yea Energy Delivery Schedule in Secon 4.3.1, which amoun of energ PacifiCozp wil
include in its resour planning.
R Seller inteds to sell an PacifiCorp inteds to puhas al th Net Output frm th
Facty in acan with th te an codition of th Agrmen
F. PacifiCorp inds to design Seller's Facilty as a Netork Resour for the
puroses of serving Network Load.
G. Ths Agren is a "New QF Contr iier the PacifCoip In-Jursdcton
Cost Allocation Revised Protocol.
H. Seller has authoried Trassion Provider to release genertion data to
PacifiCorp. If yes, the authoriation is attched as Exhibit H.
NOW, nIORE the Paes mut ag as follows:
SECTION 1.DEFINITIONS
When usd in th Agrment, the followi tes shl have th followig meags:
i .1 "Asbuil Supplement' shal be a suplement to Exibit A, provided by Seller
following completion of constction of the Facilty, accurately describing the completed
Facilty.
12 "Availabilty" means, for any Biling Period, the ratio, expressed as a
percentage, of (x) the aggregate sum of the tubine-minutes in which each of the Wind
Ceda Creek Wind, LL-Fiv Pi
Tubines at the Facilty was available to generate at the Maximum Facilty Delivery Rate
durig the Biling Period over (y) the product of the number of Wind Turbines that comprise
the Facilty Capacity Rating as of Commercial Operation multiplied by the number of
minutes in such Biling Period. A Wind Turbine shall be deemed not available to operate
durng minutes in which it is (a) in an emergency, stop, service mode or pause state; (b) in
"ru" status and faulted; or (c) otherwise not operational or capable of delivering at the
Maxum Facilty Delivery Rate to the Point of Delivery; unless if unavailable due solely to
(i) a default by PacifiCorp; (ii) to the extent not caused by Seller's actions, a curilment in
accordance 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 wid
speed is below the Cut-In Wind Speed).
13 "Biling Period" mea the tie period beee PacifiCozp's reing of its
power purhase 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 stte or federal entity given jurisdiction
over a program involving Green Tags or any attbute thereof.
15 "Commercia Operation" means that not less than the 90% of the expected
Facilit Capaity Ra is fuy opeona an reliable and the Facili is fully innnec fully
integr and synchrni with th Sys al of whch sh be Seller's respnsibilty to receive
or obta, and which occurs when all of the following events (i) have occurd, and (ii)
reain simultaeously tre and acur as of the da and moment on which Seller gives
PacifiCorp notice that Commercial Operation has occured:
1.5.1 PacifiCorp has received a certficate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facilty Capacity Rating of the Facilty
at the anticipated time of Commerial Operation and (b) stating that the Facility is
able to geer electrc power reliably in amoun re by th Agren an in
acce with all other terms and conditions of this Agreement.
1.5.2 Sta-Up Testing of the Facilty has been completed in accordance
with Exhibit E.
i .5.3 PacifiCorp has reeived a certficate addressed to PacifiCorp from a
Licensed Professional Engineer, an attrney in good stading in Idaho, or a lettr
from Tranmission Provider, stating that, in accordace with the Generation
Intercnnection Agreement, all requied intercnnection facilties have been
constrcted, all required interconnection tests have been completed and the Facilty is
physically interconnected with the System in conformance with the Generation
Interconnection Agreement and able to deliver energy consistent with the ters of
this Agreement, and the Facilty is fully integrated and synchronized with the System.
1.5.4 PacifiCorp has received a certificate addressed to PacifiCorp frm a
Licensed Professional Engineer, or an attrney in good stading in Idaho, stating that
Seller has obtained all Required Facilty Documents and, if requested by PacifiCorp
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in writing, Seller shall have provided copies of any or all such requested Requird
Facilty Documents.
1.5.5 Seller has complied with the security requirements of Section 11.
1.5.6 Network Resour Designation and Transmission Service Request,
(i) PacifiCorp has received confirmation from the Tramission Provider that the
Facilty ha be deign as a Netrk Resur and (ii) PacifCorp ha reived
confaton from the Trasmission Provider that the transmission service request has
been granted in sufcient capacity to meet or exceed the Maximum Facilty Delivery
Rate and the Seller ha pad all cost ascia with any reuients of the trmission
serce reuest.
1.6 "Commerc Opetion Date" mea the da, as deignate by PacifCoip
pursuat to Section 2.4, the Facilty first achieves Commercial Operation.
1.7
1.8
Energy.
"Commission" means the Idaho Public Utilities Commission.
"Conforming Energ" means all Net Energy except Non-Conforming
1.9 "Conforming Energ Purchas 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 Pacific Prevailng Time ("PPT") on Januar 1 and ending on 24:00 hour PPT on
December 3 i; provided, however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last
Contract Year shall end on the Expiration Date, unless ealier terminated as provided herein.
1.11 "Cut-in Wind Speed" means the wind speed at which a stationar wind
tuine begins producing Net Energy, as specified by the tubine manufacturer and set fort
in Exhibit A.
1.12 "Default Secnrity" shall have the meaning set fort in Section 11.2 of this
Agrement.
1.13 "Delay Liquidated Damages", "Delay Dail Minimum", "Delay Period",
"Delay Price" and "Delay Volume" shall have the meanings set fort in Section 2.5 of this
Agreement.
1.14 "Delay Security" shal have the meaning set fort in Section 11.1.1 of this
Agreement.
1.15 "Effecive Date" shall have the meaning set fort in Section 2. i of this
Agreement.
1.16 "Energ Delivery Schedule" shall have the meaning set fort in Section 4.3
of this Agreement.
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Ceda Creek Wind, LL-F Pin
1.17 "Envionmental Attbutes" means any and all claims, credits, emission
reuctions, offse, and allowance, howser ened assoiat with the geeron of Ou
frm the Facili or the avoidace of the eniission of any ga, chemical, or other substce to the
m, soil or wate, tht is caable of bein meaur, verfied, or calculated. Envirenta
Attbut include but ar not lite to: (l) any avoide emissions of pollutts to the ai, soil, or
wat such as (subjec to the foregoing) sulf oxides (SOX), nitrge oxide (NOx), cabon
monoxide (CO), and other polluts; (2) any avoided emissions of cabon dioxide (C02), methe
(CH4), and other grnhouse gases (GHGs) th have bee demined by the Uni Natons
Inteverent Panel on Climat Chae to contbut to the ac or potetil tht of alrig
the Ea's climate by trapping hea in the atmosphe; and, (3) all WRGIS Cerca.
Envirnmenl Attbut do not includ (i) Producton Tax Crets or certin other ta incentives
existng now or in the futu asiat with the constction ownership or operaon of the
Facilty, or (ii) advere wildlife or environmental impacts.
1.8 ''Environmenta Contamintion" mean the introduction or presence of
Hazardous Materials at such levels, quantities or location, or of such form or character, as to
consitute a violaton offedera, st or loca laws or reguatons, and preen a material risk unde
federdl, st or loc law and reguatons th the Prse wil not be avalable or usle for the
purposes contemplated by ths Agreement.
1.19 "E Faå Ca Ra shall be approximately 53.4 MW and the
sum of the Facilty Capacity Ratig of this Agreement and the facilty capacity ratig under
the power purhase agreement between the Pares relating to North Point shall in no event
exceed 133.4 MW.
120 "Expiration Date" shal have the meaning set fort in Section 2.1 of this
Agrement.
1.21 "Fac is defied in Recita A of ths Agrment.
1.22 "Facilty Capacity Rating" means the sum of the Nameplate Capacity
Ratings for all Wind Turbine generatrs comprising the Facilty.
1.23 "Force Majeure" has the meaning set fort in Section 15.1.
1.24 "Forc Outage" means an outage that requires removal of one or more
Wind Tubines from service, another outage state or a reserve shutdown stte before the end
of the next weekend. Maintenance Outages and Planed Outages ar not Forced Outages.
1.25 "Generation Interconnection Agrement" means the generation
interconnection agreement entere into separately between Seller and Trasmission Provider,
as applicable, specifying the Point of Delivery and providing for the constrction and
operation of the Interconnection Facilties.
1.26 "Gren Tags" means (a) the Environmenta Attibutes associated with all
Output, together with (b) the Green Tag Reporting Rights associated with such energy and
Environmental Attibutes, however commercially transferr or traded under any or other
prouct names, such as "Renewable Energy Credits," "Gren-e Certified," or otherwise. One
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Cedar Creek Wind LL-P Pi
Grn Tag represents the Environmental Attibutes made available by the generation of one
MWh of energy from the Facilty.
1.27 "Green Tag Reportg Rihts" means the exclusive right of a purchaser of
Environmental Attibutes to report ownership of Environmental Attibutes in compliance
with federal or state law, if applicable, and to federal or state agencies or other pares at such
purchaser's discretion, and include reportg under Section 1605(b) of the Energy Policy Act
of 1992, or under any prsent or futue domestic, international, or foreign emissions tring
progr or renewable portolio stadad.
1.28 "Governmental Authority" means any supranational, federal, stte 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, reguatory or adminstrative functions of or pertining to governent,
including any corporation or other entity owned or controlled by any of the foregoing.
1.29 "Haardous Materials" means any waste or other substace that is listed,
defined, designated or classified as or determined to be hazous under or pursuat to any
environmental law or regulation.
1.30 "Inadvertent Energy" mea ener deliverd to the Point of Delivery at a rate
exceeding the Maximum Facilty Delivery Rate on an hour-averaged basis. Inadvertnt
Energy is not included in Net Energy.
131 "Index Prce", for ea day, shal mea th weighte aver of the aver Pea and
Off-Peak firm energy market prices, as published in the Intercontinental Exchange (ICE)
Da Ahad Power Pric RefXrt for the Palo Vere Hub for such day. For Sunday an NEC
holidays, the 24-Hour In Prce sh be us, unles ICE sh publi a Fir On.Pea and Fir
Of-Pea Price for such days fo Palo Ver, in whch event such indices shall be utli for suh
days. If the ICE index or any replaement of tht index ceass to be published du the term of th
Agrement, PacifiCorp shal select as a replacement a substantially equivalent index that,
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
shall not unasonably withold, condition or delay.
132 "Initial Year Energ Delivery Schedule" shall have the meaning set fort in
Section 4.3.1
1.33 ''Itercec Faces" mea al th fàilties and ancilar equient us to
interconnect the Facilty to the System, as defined in the Generation Interconnection
Agrement.
1.34 ''Lttr of Creit" mes an irvocble stadby let of credit in a fonn
reasonably acceptable to PacifiCorp, naming PacifCorp as the par entitled to demand
payment and prent drw reuest thereunder. Such letr of credit shall be provide by an
intuon th is a Uni Stas offce of a commia ba or tn compay org under the
laws of the Unite Stas of Amerca or a politcal subdiviion thof, wi a cret rag on its
long-te senior uncur debt of at leas "A" fr Stada & Poor's and "A2" frm Mooy's
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Invesr Seces, an (unes oter ag havin asse of at lea $10,00,00,000 (ne of
reserves).
1.35 ''Liceed Prfesiona Enginee mea a pen accele to PacifCorp in its
reasonable judgment who is licensed to practice engineering in the stte of Idaho, who has
trand exence in the engieeg disciplie(s) relevat to the matrs wi re to whch
such person is caled to provide a ceficaon, evaluaon and/or opinion, who ha no economic
relaonship, associaton. or nexus with Seller, and who is not a reve of a constig
engiee, contrr, designer or oter individu involved in the deelopment of the Facilty, or of a
manufactuer or supplier of any equipment instled in the Facilty. Such Lice Prfession
Engiee shal be licese in an apppr enee discipline for the reuire cecation bein
made. The engagement and payment of a Licese Prfeiona Engineer solely to prvide the
certifications, evaluations and opinions reuire by this Agen shal not cotu a
prhibit ecnomic relaonsp, asiaton or nex wi Seller, so long as su enee ha nooter ecomic relaonp, asiaton or nex wi the Seller.
i .36 ''Minteance Outa" me any out of one or more Wind Tuiines th is not
a Forced Outage or a Planed Outage. A Maintenance Outage is an outge that can be
deferre until aftr the end of the next weekend, but that requires that the Wind Turbine(s) be
reoved frm seice before the next Plaed Oue. A Mainteance Ou may occu any time
durig the year and must have a flexible sta date.
1.3 7 "Materi Advers Change" shl mea with respect to the Seller, if the Seller
has experienced a change in facts or circumstaces related to development or operation of
the Facilty that materially and adversely impact Seller's abilty to fulfill its obligations
under ths Agreement.
1.38 "Maximum Facilty Delivery Rate" means the maximum instataneous rate
(kW) at which the Facilty is capable of delivering Net Output at the Point of Delivery, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agreement.
1.39 "Maximum GIA Delivery Rate" means the mamn ra (kW) at whch the
Genertor Intennecon Agrment allows the Facilty to deliver energy to the Point of
Delivery and is set fort in Exhibit A.
1.40 "Nameplate Capa Ratig" mea th maximwn inus geerg
capacity of any qualifYing small power or cogeneration genertig unit supplying all or par
of the ener sold by the Facilty, expressed in MW or kW, when ope const with the
manufac's reended power fact and opeatig paramete, as set fort in a notce frm
Seller to PacifCorp deliver before the Commeria Opon Dat and, if applicale, updated in
the As-built Supplement.
1.41 "NERC" means the Nort Amerca Electrc Reliabilty Corporation.
1.42 "Net Energy" means the energy component, in kWh, of Net Output. Net
Energy does not include Inadvertent Energy.
1.43 "Net Output' mea all en and cait prce by the Facil, les sttion use
and less trsformation and transmission losses and other adjustments, if any. For puroses
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of calculatg payment unde this Agrent, Net Output of energy shall be caculate as se fort
in Addendum L. Net Ou doe not include Inert Fner.
1.44 "Network Resurce" shall have the meaing set fort in the Tarff.
1.45 "Network Service Provider" mea PacifiCorp Transmission, as a provider
of network service to PacifiCorp under the Tarff.
1.46 ''Non-Confonn ~ergy" me Net Output produced by the Facilty prior to
the Commercial Operation Date.
1.47 "NonRConforming Energ Purchase Pnce" means the applicable price for
Non-Conforming Energy and capacity, spcified in Section 5.L.
1.48 "Off-Pea Hours" means all hours of the week that are not On-Peak Hours.
1.49 "OnRPeak Hours" meas hours from 6:00 a.m. to 1 0:00 p.m. Pacific
Prevailing Time, Monday though Satuday, excluding Western Electicity Coordinating
Council (WECC) and Nort American Electic Reliabilty Corporation (NERC) holidays.
1.50 "Output Shortfall" and "Output Shortall Damages" shall have the
meanings set forth in Section 4.5 of this Agrement.
1.51 "PacifiCorp" is defied in the first pargraph of ths Agreement, and
excludes PacifiCorp Transmission.
1.52 "PacifCorp Transmission" means PacifiCorp, an Oregon corporation,
actig in its interconnection and trsmission fuction capacity.
1.53 "Planned Outage" means an outage of predetermined durtion tht is
scheduled in Seller's Energy Delivery Schedule. Boiler overhauls, tubine overhauls or
inspections are tyica planed outes. Maice Oues and Forc Outges ar no Planed
Outas.
1.54 "Point of Delivery" means the point of interonnection between the Facilty
and the System, as specifed in the Genertion Intercnnection Agreement and in Exhibit B.
155 "Premises" means the real property 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 announced
prime rate or reference rate for commercial loan to large businesses in effect from time to
time quoted by JPMorgan Chase & Co. If a JPMorgan Chae & Co. prime rate is not available,
the applicale Pnne Rae shall be th anounce pre rate or referce ra for commercia loans
in effect frm tie to tie quoted by a ba with $10 bilion or more in assets in New York City,
N.Y., selected by the Par to whom interest based on the prime rate is being paid.
1.5 "Proucton Tax Creit" mea prcton ta crits uner Section 45 of th
Internl Revenue Code as in effect from time to time during the ter hereof or any successor
or other provision providing for a federal ta credit determined by rece to renewable
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Cedar Creek Wind, LL-Fiv Pi
electrc energy produce frm wind resoures and any corrlative stte ta crdit deteined by
refe to reewle elecc ener prce frm wi reurs for whch th Facilty is eligible.
Prduction Tax Creits do not include any ta creit detrmined by referece to investment.
158 "Prudent Electrcal Practices" mean any of the pratices, methods and acts
enga in or aproved by a significat porton of the elec1rical utilit industr or any of the
pratices~ methods or acts, which, in the exercise of reasonable judgment in the light of the
facts knwn at the tie a deision is ma, could have be exp to acplish the desir
result at the lowest reasonable cost consistent with reliabilty, safety and expedition. Prdent
Electrical Prce is not intede to be liit to the optum prce, metod or ac to the
exclusion of al oth, but ra to be a spe of possible prce, metods or ac.
159 "QF" meas "Qualig Facity", as th term is defined in the version of
FERC Regulations (codified at 18 CFR Par 292) in effect on the date of this Agreement.
1.60 "Required Facilty Documents" means all deeds, titles, l~ases (including
Wind Les), lice, pets auorions, an agent deonsg th Seller cotrls
the necessa prope rights an goverent autorions to coct ope, an ma the
Facilty, including without limitation those set fort in Exhibit C.
1.61 ''Ruiments of Law" me any aplicable and madatory (but not merly
advisory) federal, state and local law, statute, regulation, rule, code or ordinance enated,
adopt issued or proulga by any fed, st, loc or oter Goverenta Authority or
regury body (includ those pe to elec1rca, buildig, zonig, envirnmenta and
occupational safety and health requirements).
1.62 "Scheduled Commercial Operation Date" means the date by which Seller
pres to achieve Commeral Opon, as speifed in Secon 2.2.8.
i .63 "Schedul Monthly Energ Deler" mea the Net Energy scheduled to be
delivered during a given calenda month, as specified by Seller in the Energy Delivery
Schedule.
1.64 "Shared Interconnecion Facilties" means that portion of the
Interconnection Facilties used by the Facilty and one or more other Qualifying Facilties as
furer described in Exhibit B.
1.65 "SeDer's Forecast-Cost Share" and "Seller's Capped Foret-Cost
Share" shall have the meanngs set fort in Sections 8.2 and 8.3 respectively.
i .66 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Secion 4.3.3.
1.67 "System" means the electric 1ransmission substation and transmission or
distribution facilties owned, operated or maintained by Transmission Provider, which shall
include, aftr constrction and installation of the Facilty, the circuit reinforceents,
extensions, and associated terminal facilty reinforcments or additions required to
interconnect the Facilty, all as set fort in the Generation Interconnection Agreement.
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1.68 "Tari' means the PacifiCorp Trasmission FERC Electric Tarf Seventh
Revised Volume No. 11 Pro Forma Open Access Transmission Tariff or the Trasmission
Provider's corrspondig FERC taiff or both, as revised from time to time.
1.69 "Transmission Provider" meas PacifiCorp Transmission or a successor,
including any regional transmission organization e'RTO").
1.70 "Wind Lease" meas the memorada of wid lease and redacted wind
leases recorded in the county in which the Facilty is located in connection with the
development of the Facilit, as the sae may be supplemen amended exded re, or
relaced ftm tie to time.
1.71 "Wind Turbine" ~ the tye of wind turbine specified and more fully
described in Exhibit A as such Exhibit A may be updated pursuant to Section 2.2.5.
i.72 "WRGIS" means the Western Renewable Energy Generation Information
System.
1.73 "WRGIS Certificate" means "Certficate 11 as defined by WREGiS 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 Agrement shall become effective aftr execution by both Pares and
afer aproval by the Coission puruat to a final and non-appealable order ("Effece
Date"), tht the prce to be pad for energ and capacity aæ jus an renable, in the public
interst and that the cost incu by PacifiCorp for purass of capacity and energ frm Seller
ar legitimate expenses, all of which the Commission wil allow PacifiCorp to recover in
rates in Idao in the event other jurisdictions deny recovery of their proportionate shar of
said expenses. Unless earlier teat as provided herin this Agement shal re in effec
unl th twtiet (20~ anverar of the Commercial Operaon Date ("Expiration Date").
2.2 Time is of the esnce of th Agrment, and Seller's abilty to mee cert
requirements prior to the Commercial Operation Date and to achieve Commercial Operation
by the Scheduled Commeria Opon Dat is criticay 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 PacifiCorp coies of all goverenta
peits an auorions lis in Exibit C.
222 By the date that is 270 days prior to the Scheduled Commercial
Operation Date, Seller shall provide one hundrd percent (l 00%) of the Delay
Security required under Section 1 i .1. i, as applicable.
2.23 The Paries acknowledge and agree that prior to the Effective Date,
Seller: (i) ha provided all information and paid all fees the Transmission Provider
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Cedar Creek Wind, LL-Fl' Pi
reuires to designte the Facilty as a Netork Resoure in acrdce wi the Tar
(OATI; and (ii) has provide al inonnon renably required by PacifiCorp to
submit a trsmission service request for the Facilty to the Transmission Provider
pursuant to the Tariff. Within 10 days of the Seller providing notice definitively
establishing a single Capacity Ratig for the Facilty within the range contemplated
in the Expected Facilty Capacity Rating, PacifiCorp shall amend the current
Netork Resource designation request for the Facilty as required to reflect the
Facilty as described in the Agreement.
22.4 At leat te (10) buins days pror to deliver of any ener fr the
Facil to PacifiCorp, Seller shall provide PacifiCorp with an executed Generation
Interconnection Agreement.
22.5 Within one hundred eighty (180) days prior to the Scheduled
Commercial Operation Date, Seller shal provide PacifiCorp with amended Exhibits,
which may include the designation of alterative Wind Turbines for the Facilty, and
such other updates to the information contaed therein.
22.6 Pror to the Commerial Operation Date, Seller shall provide Default
Security reuired under Section 11.2, if applicable.
22.7 Prior to the Commercial Operation Date, Seller shall provide
PacifiCorp with an As-built Supplement reasonably acceptable to PacifiCorp.
2.2.8 Seller shall use commercially reasonable effort to achieve
Commercial Operation by 00:00 PPT December 31, 2012, but in no event shall
Commercial Operation occur later than 00:00 PPT March i, 2014. For the avoidace
of doubt, Seller shall have no liabilty for Delay Liquidated Damges or be liable for
other penalties if Commercial Operation takes place by Marh 1,2014. Seller shall
provide PacifiCorp with notice of the Scheduled Commercial Operation Date no less
than ten (10) months prior to such date.
2.2.9 Seller shall provide wrtten confrmation of the expected Facilty
Capacity Rating for the Facilty on or before Januar 31, 2012. This notice shall
definitively establish a single Capacity Rating for the Facilty within the rage
contemplated in the Expected Facilty Capacity Rating.
23 Beginning on Januar 6,2012 and on the fift (5th) business day of each
month thereaer until the Commercial Operation Date, Seller shall provide PacifiCorp a one.
page monthly update bye-mail on the progress of the milestones in Section 2.2.
2.4 Estblishing Commercial Operation. Seller shal provide wrtt notice to
PacifCorp staing when Seller believes th the Facili has achieved Comercial Opraon.
PacifCorp shall have ten (10) business days aft receipt either to confrm to Seller that all
of the condions to Commercial Option have been safied or have occ or to st with
speifcity wha PacifiCoip reonably believes ha not be sasfied If, within such te (10)
busss day period, PacifiCozp eiter does not respond or else conf tht th Facilty has
achieved Commercial Operaon, the origi date of reipt of Seller's notice shal be the
Commercial Opraton Date. IfPacifiCorp notifies Seller with such te (10) business day period
10
Ceda Creek Wind UC-Fiv PiT
that PacifiCorp reasonably believes the Facilty has not achieved Commercial Operation,
Seller may, if it ha a go fath belief th Comerial Opon ha be aclueved submt a
Technica Disput Notice, or else Seller shll ad th coce st in PacifCorp's notce to
the mut saon of both Pares. If Seller suts a Technca Disput Notice and the
Technical Expert determines that Commercial Operation has been achieved, then the
Commerial Opon Dat shl be the da, as deed by the Technca Ex th the Facilty
fir met al the reuients of Commercial Opraon; oth the da upon which Seller ha
addrssed the concerns st inPacifiCorp's notce to PacifiCozp's reonable satisfacon, as
specified in a notice frm PacifCorp to Seller, shall be the Commerial Opon Dat. If
Commerial Option is achieved at less th one hundr pet (100%) of the expe Facilty
Caity Rang and Seller inorm PacifiCorp th Seller intends to brg the Facilit to one
hundr pent (LOOIO) of the exp Facilty Caity Rag, Seller sha provide PacifiCor wi
a lis of aU items to be complet in order to achieve the expe Facilty Capacity Rating.
2.4.1 Technical Expert. If, and only if, a dispute regards (i) wheter or not
Commercial Opertion ha been achieved, and/or (ii) the date when Commercial
Operation was achieved, the Pares may have such dispute, and only such dispute,
resolved pursuat to ths Secon 2.4.1. Any such diut wi be deteined by an
indepdet tehnca ex who sh be a mutly accle th pa wi trnig and
experience in the disciplines relevant to the mars with rect to which such person is
caled upon to prvide a cecaon, evaluaon or opinon (the ''Techniai Expert"),
which determnation shall be (X made (subject to the terms in this Section 2.4) in
accordce wi th Consction hidust Aiitrtion Rules and Medaton Predurs
(hicluding Proceurs for Lage, Complex Conscton Disputes) of the AA, as
amended and effectve on October 1, 2009 (the ''Technicàl Dispute Procedure''),
notwthstding any dollar amounts or dollar limitations contaed therein, and (Y)
binding upon the Parties.
(a) Either Par may commence the dispute process as to the
mattrs set fort in pargraph 2.4.1, above, with the American Arbitration Association
C'AA'') by notifyg AA and the other Par in wrti (''Tecnica Dispute Notice") of such
Par's desire that the dispute be resolved though a detrmination by a Technical Expert.
(b) The detaton sh be conduct by a sole Tecca Ex
The Pares may selec any muty accetale Technca Exer If the Pares caot agr on a
Technical Exp with five (5) days af the date of the Technca Di Notice, th th AA's
Ariton Administr sha send a li and resumes of th (3) availale tehncal ex meetg
the quaificaions set fort in Secon 2.4.1 to th Pares, eah of whom shall stre one name, and the
remag person shal be appointe as the Techncal Exprt. If more than one nae re,
eier be one or both Paes have faed to respnd to th AA's Aritron Admstr
with five (5) days aft reiv the li or be one or both Pares have failed to st a name
frm the lis or beaue both Paries stre the sae name, the AA's Arbitrtion Adminstr
will choose the Techncal Exper frm the remaiing names. If the designated Technca Ex
shl die, beome incapable or, unwig to, or unle to see or proceed with the determination,
a substitute Technical Expert shal be appoin in acrdce with the selecton pro
debe abve, an such substu Technca Exp shl have all such power as ifhe or she has
be originally appointed herein.
11
Ceda Creek Wind, !L-FivPi
(c) Wit th (30) days of the apintmen of the Technca'Ex
purt to the forgoing sub-son, each Par sha submit to th Technca Ex (and copy the
other Par) a wrtt rert cotain its position with repec to the dispute, and arguents
therfor together with supprting documentaon and caculatons. Disver shall be liite to
Facilit doumenttion relati to the disputd mat. With six (60) days frm reipt of such
submiions, the TecMica Exrt shall selec one or the other Par's positon with respe to the
diputed, aritrtele issues set fort in Section 2.4.1 abve, whereupo such selection shall be a
binding detrmation upn the Pares for al purse hef. The cots of the Technca Exrt
includig hi or her fee and ex, shall be hoe by th Par whse position wa not selec by
the TecMica Expe eah Par shal oterwse be it own exse. if the Technca Ex fals
to re a deision with niet (90) days frm reipt of each Par's submissions, eier Par
may, pror to the Technca Exper's fial deision, inti litgation, in which cas the TecMical
Expert's fial decision shall not be binding on the Paries unless otherwise agred.
2.42 All verl and wrtt communications beee the Pares and isued or
preared in connection with this Section 2.4.1 shall be deemed prepar and
communca in fuerce, and in the context of dispute settement, and shl be exem
frm diver an prucon, and shall not be adisible in evidece (wheter as
adssion or othrwse) in any ligaon or ot prceedgs for the reluton of the
dispute.
2.43 All deadlines specified in ths Section 2.4 may be extended by mutu
agrment of the Paries.
2.5 Delay Damages. Seller shall cause the Facilty to achieve Commercial
Operaton on or before the Scheduled Coeria Opon Dl;.1f Comerial Opraon occur
af the Scheduled Commercial Operation Date, Seller shall be liable to pay PacifiCorp
delay daags for the numbe of days (''D Per') tht the Commerial Opon Da oc
af the Scheded Commercial Option Dat, unl the ealier ocurce of th Commeria
Opon Da or the teinon of th Agrt (''D Liquidate Daages'), provde tha
Seller shall not acrue any Delay Liquidate Damages af: (i) Seller ha tiely achieved the
milesone in Section 2.2.3; and (ii) Seller ha safied all requents of Commerial Option
except for one or more reuirements in Section 1.5.6. Bilings and payments for Delay Liquida
Dames sh be ma in acce wi Secon 11.1.
2.5.1 Delay Liqudate Dames. Delay Liquda Damages equas the sum of:
for each day in the Delay Period, the greater of (1) the Delay Daily Minimum or (2)
the Delay Price times the Delay Volume,
Where:
"Delay Dai Mium" equa (a) for the fi fort-five (45) caend days
followi the Scheduled Commercial Opon Date: one-nietiet (1 /9) offort-
five dollar ($45) multiplied by the Maxum Facilit Delivery Ra with the
Maxum Facilty Deliver Ra being mead in kW; (b) af the fort-fift
(45~ caenda da follow the Scheded Coeria Opon Dat: th Delay
Price times the Delay Volume.
12
Ceda Creek Wind, LL-Fiv Pi
''Dla Prce" equa the posite differce, if any, of the In Prce mi the
weighte aver of th On-Pea and Of.Pea monty Conform Ener
Puhase Prices; and
''Dela Volume" equa the applicale Scheduled Monthly Ener Deliver
divided by the number of days in that month.
2.5.2 Aimropriateness of Damages. The Pares agr that the daages
PacifCorp would incu due to delay in the Facilty achievg Commercial Opon on or
before the Scheduled Commercial Operation Date would be diffcult or impossible to
prect with cety, and th the Delay Liquida Dames ar an apropnate
approximation of such daages.
SECTION 3.REPRESENTATIONS AND WARTIS
3.1 PacifiCorp represents, covenantst and warants to Seller that:
3.i.i PacifiCorp is duly organized and validly existing under the laws of the
State of Oregon.
3.11 PacifiCorp has the requisite corporate power and authority to enter
into th Agent an to peomi acrdg to th tes of ths Agent
3.1.3 PacifiCorp ha taen all corporate actions required to be taen by it to
authorize the execution, delivery and pedormance of this Agrement and the
consummation of the transaction contemplate hereby.
3.1.4 Subject to Commission 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 PacifiCorp or any valid
order of any court or any regulatory agency or other body having authority to which
PacifiCorp is subject.
3.15 Subject to Commission approval, this Agreement is a valid and legally
binding obligation of PacifiCorp, enforceable against PacifiCorp in accordnce with
its terms (except as the enforceabilty of this Agen may be liite by batc,
inolvencYt ban moranum or similar laws afectig credtors' nghts generly and laws
retrct the availabili of equitale reedes an ex as the enrcbilty of this
Agrement may be subjec to gener pnciples of equity, wheter or not suh
enorceabilty is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warts to PacifiCorp that:
3.2.1 Seller is a limited liabilty company duly organized and validly
existing under the laws of Delawar.
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 requisite power and authority to pedorm according to the terms hereof, including
all required reguatory authority to make wholesale sales from the Facilty.
13
Cedar Creek Wind LL-Fiv Pi
3.2.3 Seller's shareholders, directors, and offcers have taen all actions
required to authorize the execution, delivery and performance of this Agrement and
the consummation of the trsactions contemplated hereby.
3.2.4 The execution and delivery of this Agreement does not contravene any
provision of, or constitute a default under, any indentur, mortgage, or other material
agreement binding on Seller or any valid order of any court, or any regulatory agency
or other boy having autority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enorceable agait Seller in accordance with its ters (except as the enforceabilty
of this Agreement may be limited by banuptcy, insolvency, ban moratorium or
similar laws afecting creditors' rights generally and laws restrcting the availabilty
of equitable remedies and except as the enforceabilty of this Agreement may be
subject to general priciples of equity, whether or not such enforceabilty is
considere in a proceding at equity or in law).
32.6 The Facilty is and sh for the te of ths Agrent contiue to be a
QF. Within thirt (30) days aftr the Effective Date, Seller shall provide the
appropriate QF certification, which may include a Federal Energy Regury
Coission self-crtcaon to PacifCorp. At any tie ther that PacifCorp has
reon to believe durg the tenn of th Agent th Seller's st as a QF is in
queston, PacifCozp may reuir Seller to provide PacifiCorp with a wrtten legal opinion
frm an attorney in good stg in th st ofIda an who ha no ecnomic
relatonsh, asiaton or nes with the Seller or the Facilty (other than in a capacity
as counsel providing such requested legal opinion), stating tht the Facilty is a QF
and providing suffcient proof (includig copies of all documents and data as
PacifiCorp may request) demonstrting tht Seller has maintained the Facilty as a
QF.
3.2.7 Neither the Seller nor any of its principal equity owner 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
abilty to own and operate the Facilty in accordance with the terms of this
Agreement.
3.2.8 Seller has not at any time defaulted in any of its payment obligations
for electrcity purchased from PacifiCorp.
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 interest in and to the Facilty, fre and
clear of all liens and encumbraces other than liens and encumbrances created by or
thugh Seller related to third-pary fmancing of the Facilty, and Seller (or its
successor in interest) wil 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 fmancing of the Facilty.
14
Cedar Creek Wind LL-Fiv Pi
3.2.1 1 In entering into this Agrement 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 expertise
of PacifiCorp in connection with the transactions contemplate by this Agrement.
3.2.12 All professionals or experts including, but not limited to, engieers,
attorneys or accountats, that Seller may have consulted or relied on in undertaking
the transactions contemplated by this Agreement have been solely those of Seller.
3.2.13 All leaes of real propert requird for the opertion of the Facilty or
the performance of any obligations of Seller hereunder are set fort and accurtely
described in Exhibit C. Upon request by PacifiCorp, Seller shall provide copies of
the Wind Leases to PacifiCorp.
32.14 Al inormaton abut the Facilty set fort in Exhibit A, Exhibit B, and
Exbit C ha be vered by Seller and is ac to th be of it knowledge.
3.3 Notice. If at any tie durg this Agrement, any Par obtns actu knowledge
of any event or inormation which would have caused any of the representations and
waranties in ths Secton 3 to have be maally untr or misleading when mae, such Par
shal provide the other Par with written notice of the event or informaton, the
representations and warties afecd, and the acon, if any, which such Par inteds to tae to
make the resentations and waties tre and corrt. The notice requid purt to this
Secon shl be given as son as prcale af the occurce of ea such event.
SECTION 4.DELIVRY OF POWER; AVAILABILITY GUARTY
4.1 Delivery and Accptce of Net Ouut. Exce for any curilt speifed in
Section 6.3, unless otherwse provided herein, PacifiCorp wil purchase 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 from the Facilty to any entity other than PacifiCorp.
4.3 Energy Deliver Schedule. Seller sh pre an prvide to PacifCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivere by the Facilty
("Energy Delivery Schedule"), in accordace with the following:
4.3.1 Dug the fi twelve fu, caen month followi the Commerial
Opertion Date, Seller predicts that the Facilty wil produce and deliver the
following monthly amounts ("Initial Year Energ Delivery Schedule"):
Month Energ
Delivery (kWh)
11,886,749
11,753,176
13,150,477
12,126,321
11,323,363
15
Average~
15,977
17,490
17,675
16,842
15,220
Januar
Februar
Marh
April
May
Cedar Creek Wind LL-FwePi
June
July
August
September
October
November
December
TOTAL:
10,889,607
9,552,851
10,229,731
10,384,257
11,822,346
13,467,749
14,003,863
140,590,489
15,124
12,840
13,750
14,423
15,890
18,705
18,822
16,063
43.2 Seller may revise the Initial Year Energy Delivery Schedule any time
prior to the Commercial Opetion Date.
433 Begig at th en of the nith full caenda month of opeon, and at th
end of ever th month ther, Seller shal supplemen the Energy Deliver Schedule
with th addiona mont offorwar esat (whch shal be apded to th Agt
usin th fonn spifed in Exhbit D) ("Subsuent Energ Deery Schedul'), such
th the En Deliver Scheule wil prvide at lea th mon of sceduled ener
es at al ties. Seller shl prvide Subset Ener Deliver Schedules no lar
th 5:00 pm PP of the 5th day af the due date. If Seller does not prvide a Subsuen
En Deliver Scede by the aboe dea, scheded ener for th omtt peod
sha equa the amowits scheduled by Seller for the sae tbmonth period durng the
previous year.
4.3.4 Upon and afr the Commercial Opaton Date, Seller may no longe
rese the Energ Deliver Schedule for the fi si ful caenda mont .of Commerial
Opration. Aftr 5:00 p.m. PPT of the :f business day followig the end of the th fu
caenda month ofCoeria Opon and the end of eah th caenda mont threr,
Seller ma no longe revise the En Deliver Schedule for the six caenda mont
imedly followi such th mont. Subjec to the foregoin rectons in ths Secon
4.3.4, Seller may rese the Energ Deliver Schedule for an unct mont by
prvidi wntt notce to PaCorp. Faiur to prvide tiely wntt notice of chaed
amowits wi be deeed to be an elecon of no chage.
4.4 Minimum Availabilty Obliiiation. Seller shall cause the Facilty to achieve an
Avaiabilty of at lea 85% durg eah mont ("Gutæ Avabil').
45 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 Shortfall shall be calculated in accordace with
the following formula:
Output Shortall = (Gu Avaiabilty - Avaiili) *
Scheduled Mony Ener Deliver
Seller shl pay PacifiCozp for any Outut Short at the lower of (1) the positive diferce, if any,
of the Index Prce minus the weighte aver of the On-Pea and Of-Pea monthy Confonng
Energy Puha Prces; or (2) the weighte averge of th On-Pea an Of-Pea monthyCoonn En Puha Prce ("Output Short Daes'')
16
Cedar Creek Wind LL-Fiv Pi
Output Shortall Dam = Ouut Shorl * Output Shortl Prce
Wh:
Output Shortall Price =(Index Price - Weighted Average CEPP), except
that if Output Shortall Price oe 0, then Output
Shortall Price = 0, and except that if Output
Shortall Price:; Weighted Average CEPP, then
Output Shortall Prce = Weighted Average
CEPP
Weighted Average CEPP= the Weighted Average On-Peak and Off-Pea
Conforming Energy Purchase Prices for the
month of Output Shortfall
If an Output Shortall occur in any given month, Seller may owe PacifiCorp liquidated
daages. Each Par agrees and acknowledges that (a) the damages that PacifiCorp would
incur due to the Facilty's failure to achieve the Guteed Availabilty would be diffcult or
impossible to predict with certinty, and (b) the liquidated damges contemplate 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,
PacifiCorp shall have the right, but not the obligation, to audit the Facilty's compliance with
its Guateed Availabilty using any reasonable methods. Seller agrees to retain all
peormance related data for the Facilty for a minimum of thee years, and to cooperate with
PacifiCorp in the event PacifiCorp decides to audit such data.
4.7 Trasfer of Title to Green Tags; Documentation of Green Tags Transfers. For
a period often (10) years from the Commercial Operation Date, Seller shall have title to the
Gr Tags immediately upon the generation of the Output at the Facilty that gives rise to
such Gren Tags. On the tenth (lOth) aniverar of the Commercial Operation Date though
and including the Expiration Date, PacifiCorp shall have title to the Green Tags immediately
upon the generation of the Output at the Facility that gives rise to such Green Tags. Each
Par shall execute all additional documents and instrments reasonably requested by the
other Par in order to furter 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 10th day of each month durig which PacifiCorp has ownership rights to the
Green Tags, deliver to PacifiCorp a Green Tags Attestation and Bil of Sale (in the form
atthed as Exhibit 4.7(A)) for all Grn Tags delivere to PacifiCorp hereunder in the
preceding month, along with any verification that is in conformance with the then-currnt
Center for Resource Solution's Green-e program, or any successor program. The Par
having ownership of the Green Tags at the tie (the "Gren Tag Owner"), at its own cost
and expense, shall register with, pay all fees required by, and comply with, all reporting and
other requirements ofWREGIS relating to the Facility or Green Tags. The Seller shall
ensure that the Facilty wil paricipate in and comply with, during the Term, all aspects of
WRGIS. The Green Tag Owner shall be responsible for any costs charged by the qualified
reportg entity for the Facilty to paricipate in and comply with, during the Term, all
aspects ofWREGIS. The Gren Tag Owner shall, at its sole expense, use WRGIS as
required pursuant to the WREGI~ Operatig Rules, including but not limited to those rules
17
Ceda Creek Wind, LL-Fiv Pi
related to effectuting the transfer ofWREGIS Certificats and tranferrg such WREGIS
Certificates in accordance with WREGIS reporting protocols and WRGIS Operating Rules
and as required under this Agreement. Seller may either elect to enter into a Qualified
Reportg Entity Services Agreement with PacifiCorp in a form similar to that in
Exhibit 4.7(B) or elect to act as its own WREGIS-defined Qualified Reporting Entity. Seller
shall upon 'Wtten request from PacifiCorp 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 Agreement have not been recorded,
the Parties shall promptly cooperate in taing all reaonable actions necessar so tht such
transfers can be recorded. Seller shall at its expense cause the Facilty to maitain its
registration in good standing with the Center for Resource Solution's Green-e program, or
any successor program, thoughout the Ter; provided, however tht each Part shll (a) not
tae any action (other than the provision of trthl information) to impair the Facilty's
good stading with such program and (b) shall provide such inormation as is reasonably
requestd to maintain such registration. The Pares shall reasonably cooperate in any
registrtion of the Facilty in the renewable portolio stadar or equivalent progr in allsuch furter states and programs in which the Paries may wish to register or maintained
registered the Facilty by providing copies of all such information as reasonably required for
such registration. Neither Par represents or warants tht the Gren Tags ca be used for
any purpose. The Paries acknowledge that the Green Tags may be subject to action by
Governental Authority and neither Pary is liable to the other Par for action taken by a
Governmental 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, PacifCorp wil pay
Seller Conformng Energy Purhase Prces or Non-Conforming Energy Purchase Prces, as
applicable, for Net Output adjusted for the month and On-Peak Hours or Off.Peak Hours and
the wind integration cost using the following formulae:
Conforming Energ Purchase Price -= (AR * MPM) - WIC
Non-Conforming Energ Purchase Price = (ARce * MPM) . WIC
Where:
AR
AR =
Conforming Energy annual rate from Table -I, below, for the
year of the Net Ouut.
the lower of.
85% of the Conforming Energy annual rate from Table
1 below, for the year of Net Output
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 corrsponds to the month of the Net Output and whether
18
Cedar Creek Wind, ll-FivJ'
the Net Output occurd durg On.Peak Hour or Off.Peak
Hour.
WIC =-$6.50IMh, the wid integrtion cost prescribed in
Commission Orer No. 31021.
Exle caculons ar prvide in Exhbit G.
Table i: Conformg Energ Anua Rate
Year Conforming Energ
Annual Rate (AR")SlMh
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 11136
2029 116.56
2030 119.95
2031 124.51
2032 128.50
2033 132.64
2034 136.92
Table 2: Month On-PeaOO.Peak Mulp6ers
Month On-Pea Off-Peak
Hours linn..
Januarv 103%94%
Februar 105%97%
Mach 95%80°A.
Anril 95%76%
Mav 92%63%
June 94%65%
Julv 121%92%
Auirst 121%106%
19
I Seember 109%99%
October 115%105%
November 110%96%
December 129%120%
Ceda Creek Wind, lL--iv Pi
5.2 Payment.
For ea Bil Perod in ea Contr Yea, PacifCo sh pay Seller as follows:
For deliver ofConfonng En:
Paent = (CFi~.Pea'" CEce-p/l000) +
(C&ir-Pc* CF~Pe/ 100)
For deliver ofNon-Confoning En
Paent = (NCFOn.Pca .. NCEPPrce-pe /100) +
(Næmir-P'" NCEcm-Pc/lOO)Wh:
CEer =
CEPce =
NCF =
NCEPrce =
OnPea =
Of-Pe =
Conormg Ener in kWh
Conform En Pm Pnce in $I
Non-Confon Fner Puhas Pnce in kWh
Non-Cononn En Puha Pnce in $I
the coirndg value for On-Pea Hour
the condg value for Of-Pea Hour
5.3 Invert Ei. So long as acce of Inernt Fner does not ca
PacifiCorp to violate the terms ofits Network Transmission Service and is consistent with
Prnt Electrca Prces, PacifCorp wil acep Invert Ener, bu will not puha or pay
for Inadvertent Energy.
5.4 Additional Compensation. Seller shal not be entitled to any compensation
over and above the Conforming Energy Puchae. Prices or Non-Conforming Energy
Puhase Prices, as the case may be, for the Green Tags associated therewith.
SECTION 6.OPERATION AN CONTROL
6.1 As-Built Supplement. Upon completon of any constrction afecting the
Facilty, Seller shal prvide PacifiCorp an As-built Supplement bea the stap of a Licesed
Professional Engineer 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 Operation. Seller shall operate and maintain the Facilty in a safe maner in
acrd wi th Geeron Intennecon Agen Pnent Elecca Prace and in
acrdce with th reen of al applicale feder, st and loc laws and the Natona
Elecc Saf Cod as suh laws an co may be amende frm tie to tie. PaCo shl have
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Cedar Creek Wind LL-Fiv Pin
no obligaon to purha Net Ou :f the Facili to the exnt the inteection between the
Facilit and PacifiCoip's elecc syste is discmec suded orintept in whole or in
par, puruat to the Generation Interconnection Agreeent, or to the extent geeron
curlmen is reuid as a re of Seller's non-cmpliance wi the Generon Intennecon
Agrent. PacifiCorp shal have the right to inspe the Facilty to conf tht Seller is
operating the Facilty in accordance with the provisions of this Section 6 upon rele
notice to Seller. Seller is solely reponsible for the operaon and mace of th Facilit.
PacifCorp shl not, by reson of it decision to inct or not to ins the Facilty, or by any
action or inacton taen with respect to any such inspecton, assume or be held reponsible for
any liabilty or ocurce arsin fr the opetion and maintece by Seller of the Facilty.
63 Curtilment. PacifiCorp shall not be obligated to purchase, receive, pay for, or
pay any daages associad with, Net Outut (or associate Prodction Tax Credits or
Environmental Attbute) if such Net Output (or associated Producton Tax Crets or
Envien Attbuts) is not deliver to th Sys or Point of Deliver due to any of the
following: (a) the intercomection beeen the Facilit and the System is disconnected,
suspnde or intepte in whole or in pa consisnt wi the tes of the GeeronInteecon Agren (b) the T:rsion Prvide or Netrk Serce Prvide di a
geer curlment, reucton, or resptc of geeron in the ar (whch would includ the Net
Ouut) for any reon even if such curlment or reish dive is caed out by PacifiCorp,
which may fulfill such directive by acting in its sole discretion; or ifPacifiCorp curls or
oteiwse reuces the Net Ou in ord to mee it obligaons to the Trassion Prvider or
Network Service Provider to operte within system limitations, (c) the Facilty's Outut is not
reived beause the Facilty is not fully integr or synchrnid with the Syst or (d) an
event of Force Majeu prents either Par frm deliverg or reivi Net Ou Seller shal
renably detine th MW amoun of Net Output culed purt to th Secon 6.3 afer the
fat bas on the amount of energy th could have be geer at th Facilty and delivere to
PacifCoip as Net Output but th was not gener and deliver be of the culmen Seller
shal detine th quanti of such culed ener baed on (x) the tie and duration of the
curlment peod and (y) wid conditions reorded at the Facilty durg the period of curlmen
and the power cure speified for the Wind Turin as shown in Exhibit A. Seller shal prmptly
provide PacifiCorp with acss to such inormation and data as PacifiCorp may reonably
reuie to confir to its reasonable sasfaon th amoun of ener tht was not ge or
delier beuse of a curlment describe in this Section 6.3.
6.4 PacifiCor, as Merchant. Seller acknowledges that PacifiCoip, actig in its
merchant capacity fuction as purhaer under ths Agrent, has no responsibilit for or con1r1
over PacifiCo Traission or any succsor Traision Prvider.
6.5 Outages.
6.5.1 Plaed Outaes. Excep as otherwse provided herin Seller shall not
schedule Planed Outage durng any portion of the months of November, December,
Janua, Febru, June, July, and Augu exce to the extnt a Plaed Ou is
renaly reui to enble a vendor to sasf a gu reuient in a siton in
whch the vendor is not other able to peorm the gutee work at a tie oter th
dur one of th month spified above or to the extet such Pla Ou is reuir in
acrdce with Prdent Elecca Prtices. Seller shall, in Exhibit D, provide PacifiCoip
21
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Cedar Creek Wind UC-Fiv Pi
with an anual fore of Planed Outa for eah Contr Yea at lea one (1) mont but
no more that three (3) months, before the first day of that Contract Year, and shall
promptly update such schedule, or otherwise change it only, to the extent that Seller
is renably reui to chage it in order to comply wit Prent Electca Prces.
Seller shl not scede more th one hundr fift (150) hour of Plaed Oues for each
calendar yea. Seller shall notifY PacifiCorp of any deviation to the anual Planed
Ouge schedule, above, on the Monday pring the scheduling week in which the
sooner of the following wil occur: (a) the outage as predicted in the Planned Outage
schedule; or (b) the outge per Seller's revised plans. Such notice shall consist of a
Monday-Sunday, hourly spee showig the re to Facilit curent (M for
th scheduling week. Seller shl not schedule any mantenance of Shar
hinnecon Facilties durg Novembe, Deber, Januar, Febniar, June, July, or
Augut, without the pror wrttn apprval ofPacifiCorp, which apprval may be
reasonably witheld by PacifiCorp.
6.5.2 Matece Ouge. If Seller reonaly detines th it is necsa to
schedule a Maintece Outae, Seller shall notifY PacifiCorp of the propose
Manace Ou as son as prctcale but in any event at lea five (5) days before the
outge begis (or such short peod to which PacifCoi may renably const in light of
then existig wid conditions). Upo such notice, the Pares shll plan the Mate
Ouge to mutuy acod the reable reuirments of Seller and the seice
obligation ofPacifCozp. Seller shal tae all rele mea an us commercially
reasonable effrt consistnt with Prdent Electrcal Prctces to not schee an
Maitece Outa durgthe followi peod: June i 5 throug June 30, July, Aug and
Septeber 1 thugh Sepmber 15. Seller shall inlud in suh notice of a prposed
Matence Outage the expe sta da and tie of the out, the amowi of genon
capait of th Facilty th wi not be avaiable, and the ex completon date and time
of the outge. Seller may prvide notices under ths Secton 6.5.2 orally. Seller shall
confirm any such oral notifcation in wrting as soon as practicable. PacifiCorp shall
promptly respond to such notice and may request reasonale modfications in the
schee for the out. Seller shal use all renable effort to comply with PacifiCorp's
rees to modi the schedle for a Maitece Outage if such modficaon ha no
substtial impact on Seller. Seller shall notifY PacifCorp of any subseuent chaes in
geon capaity of the Facil du such Maite Oue and any change in the
Maitece Ou completon da and tie. Seller shal tae all reasnale meaur and
exerise it coerialy renable effrt consistt with Prden Electcal Prtices to
miim the fruency and dution of Matenace Outages.
6.5.3 Forced Outages. Seller shal promptly provide to PacifiCorp an oral
rert via telephone to a numbe spified by PacifCozp, of any Fored Ou. of the
Facilty. Such rert sh include the amoun of generation caity of the Facil th will
not be avale be of th Forc Ouge and the ex re da and tie of such
genertion capacity. Seller shall promptly update the rert as necessar to advise
PacifiCorp of change cirumce. If the For Outage rete in more th 15% of the
Facilit Cait Ratig of the Facilty be unvailale, Seller shl conf the oral report in
wrng as soon as prcable. Seller shall tae all renable mea and exerise it
commercially renable effort consistent wi Prdet Elecca Pratices to avoid Forc
Outages and to minimize their duration.
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Ceda Creek Win LL-Fiv Pi
6.5.4 Notice of De ratings and Outages. Without limitig other notice
requirements, Seller shall notify PacifiCorp, via telephone or via electronic mail, to a
number or email address specified by PacifiCorp, of any limitation, restriction,
derating or oute knwn to Seller th af the geraon cait of th Facilty in an
amount grter than five perent (5%) of the Facilty Capacity Rating for the following
day. Seller shall promptly update such notice to reflect any material changes to the
inonnation in such notice.
6.5.5 Effect of Outages on Estimated Output. Seller shall factr Planed
Ouges and Matece Outage that Seller reasonably expets to encounter in the
or cour of opg the Facil in the Scheduled Monthy Ener Deliver
amounts in the Energy Deliver Schedule set forth in Exhibit D.
6.6 Scheduling.
6.6.1 Cooperation and Stada. With repec to any and al scheduling
reuients in ths Agren (a) Seller shal cope with PacifCorp wi repect to
scedulin Net Ouut, and (b) eah Par shll design autori representves to
communcat with rega to scheduling and relat mat aring herunder.
6.6.2 Schee Cordon. If as a result of ths Agren PacifCozp is
deemed by an RTO to be ficiay respible for Seller's peonnce under the
Geeron hitennecon Agrent due to Seller's lack of stdi as a "scheding
cordtot' or other RTO regn designon, qucation or oter, then (a) Seller
shl acqui such RTO regn sting (or sha cotr wi a th pa who ha
such RTO regn stdin suh th PacifiCoip is no longe reponsible for Seller's
performance under the Geeron hiteonecon Agrent, and (b) Seller shal defend,indeif and hold PacifCorp haes ag any liilty aring due to Seller's
perormance or failur to perfonn under the Generation Intercnnection Agreement or
RTO requirement.
6.7 Delivery Exceeding the Maxmum GIA Deliver Rate. Seller shall not deliver
ener frm the Facilit to the Point ofDelivei at a ra th excee the Maxum GIA
Delivery Rate. Seller's failur 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. Upo renale pror notice and subjec to the pruent sa
requirements of Seller, and Requirements of Law relating to workplace health and safety,
Seller shall provide PacifiCorp and its authoried agents, employees and inspectors
("PacifCorp Rerentaties'') with rele ac to the Facil (a) for the purse of read
or testg metnng equipment, (b) as necssar to witness any acepce test, (c) for purses of
implementing Section 4.6, and (d) for other reasonable puzposes at the reasonable request of
PacifCorp. PacifiCorp shall releae Seller ag and frm any an all any and al loss, fies,
penalties, claims, actions or suits, including costs and attorney's fees, both at trial and on
appeal re frm acons or omissions by any of the PacifCorp Repves in connecon
wi their access to the Facilty, except to the extet that such damages ar cause or by the
intentional or grossly negligent act or omission of Seller.
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Ceda Creek Wind LL-FivPrn
SECTION 7.MOTIV FORCE
Prior to the execution of this Agrement, Seller provided to PacifiCorp Wind Leases and a
motive force plan including an hourly wid profile acceptble to PacifiCorp in its reasonable
discretion and atthed hereto as Exhibit F-l. Within the (3) months afr the Effective
Date, Seller wil provide a wind report from any of WindLgics, GL Garad Hasan, A WS
Truepower, LLC, or DNV Global Energy Concepts, Inc. certifyng that the implementation
of the fuel or motive force plan ca reonably be expected to provide fuel or motive force to
the Facilty for the duration of this Agrement adequate to generate power and energy in
quatities necessar to deliver the Average Anua Net Output. Seller wil provide an
updated estimate of Average Anual Net Output at the time it provides an amended Exhibit
A puruant to Section 2.2.5 if Seller has selected different Wind Turbines.
SECTION 8.GENERATION FORECASTIG COSTS
8.1 Forecast Serice Elecon. PacifCorp may, in its discreon, add foreing
services for Seller's Facilty to PacifiCorp's existig contract with a quaified wind-energy-
pructon foreg venor, whch co and vendor may chage durg the te of th
Agreement.
8.2 Seller's Forecast-Cost Shar. Purt to Commission Order No. 30497,
Seller shal be reponsible for 50% ofPacifCorp's co of ad such foreg seices
("SeDer's Foret-Cost Share") up to Seller's Capped Forecast-Cost Shar.
83 Cap on Seller's Fore-Cost Sha. SeDer's Forecas-Cst Sha for a given
Contract Year is capped at 0.1 % of total payments made by PacifiCorp to Seller for Net
Output durg the preious Cont Yea (''Seller's Capped Forest-Cost Share''). If the las
Contract Year of this Agreement is shortr th a full calendar year, the cap wil be prorated
for tht shorted year. For the years) pror to the secnd Contrt Yea of this agment tht
equa a fu caenda ye, Seller's Fore-Cos Sha is ca at 0.1 % of esat payments for
Net Output based on the Energy Delivery Schedule.
8.4 Payment. Seller shall pay to PacifCorp Seller's Forecst-Cost Shar
uncapped by Section 8.3 for each Contrct Year in equal payments for each month of such
year except the last month of such year. (For exaple, in a Contract Year equaling a full
calendar year, Seller would pay 1/1 lth of Seller's For-Cost Sha dur eah of th fi 11
monts.) In the la month of ea Contrct Yea, PacifCozp shal refud to Seller the amount pad
by Seller under th Section in excess, if any, of Seller's Capped Forecast-Cost Sha. For a
Contract Year encompase by just one caenda month Seller's payment to PacifiCorp and
PacifCorp's refund to Seller shall be calculated and paid simultaneously. To the extent
practicable, payments and refwds under ths Secon shal be include in month paymen and
invoice mider Secon 10.
SECTION 9.METERIG: REPORTS AND RECORDS
9.1 Metering Adjustment. Meterig wil be perormed at the location specified in
Exhibit B and in the maner specified in the Generator Interconnection Agreement. All
quties of ener puha heruner sha be acus in acrdce wit Addendum L, so th
24
Cedar Creek Wind IL-Fiv Pi
the purha amount reflects the net amount of power flowig into th Syst at the Poin of
Deliver.i
9.2 Metg Errs. If any inspon or test ma purt to the Geerr
Interconnection Agrement discloses an eror exceeding two percnt (2%), either fast or
slow, proper corrtion, based upon the inaccury found, shall be made of preious reaings
for the actual period durg which the meterig equipment rendered inaccurate
measurements if that period ca be asered. If the ac peod caot be as the
prpe coiron shl be ma to th meaen taen durg the tie the metg eqwpmen
wa in serce since last tested, but not exceeding three Biling Periods, in the amount the
metering equipment shall have been shown to be in eror by such test. Any corrcton in bilings
or payments resultig frm a corrtion in the meter rerds shall be mae in the next monty
biling or paymen rendered.
93 Telemetg. In acrdce with the Geertion Intennection Agrent,
Seller shall provide telemetering equipment and failties capable of transmittg to
Traission Prvider (who will sha it with PacifiCorp as autored by Exhibit H, "Seller
Autorion to Relea Geeron Dat to PacifCorp'') the follow innnon concenig the
Facilit on a re-tie bais, and wi ope suh eqwpmen when rees by PacifCorp to
indicate:
(a) instataeous M W output at the Point of Deliver;
(b) Net Output;
(c) the Facilty's total instantaneous generation capacity; and
(d) wind velocit at tuine hub heigh
Seller shall also transmit to PacifiCorp any other data from the Facilty that Seller reives
on a real-tie basis, including meterological data wind speed data, wind dirction data and
gross output data. Seller shall provide such real-time data to PacifiCorp in the same detail
that Seller receives the data (e.g., if Seller receives the data in four second intervals,
PacifiCorp shall also receive the data in four second intervals). PacifiCorp shall have the
right from time to time to reui Seller to prvide adtional telemet equipmen and failes
to the ex necsa and reasonable.
9.4 Monthly Reports and Logs and Oter Information.
9.4.1 Rert. Witin th (30) calendar days af the end of ea Biling
Period, Seller shall provide to PacifiCorp a report in electonic format, which report
shall include (a) sues of th Facilit's wi and ou1ut data for the Biling Perod in
inrvals not to exce one hour (or such shortr period as is reonably possible wi
commercially available technology), including information frm the Facilty's
computer monitorig sysem; (b) sumares of any other significat events relate to
If ston seivice is sulied via sep failti PacifiCo will deuct stan seice frm th met
failty output to calculate Net Output.
2S
Ceda Creek Wind, LL-FiV Pi
the conscton or opon of the Facilty for 1he Biling Perod; (c) des of Availailty
of the Facilty for the Billig Perod sucient to calculat Availabilty and including
hourly average wind velocity measurd at turbine hub height and ambient ai
tepe; and (d) any suportg infonon th PacifCorp may frm time to tie
renably reuest (includg hirica wid da for the Facil).
9.42 Elecnic Faut Log. Seller shl maita an elecnic fault log of
opeons of the Facilty durg eah hour of the term of ths Agrent commencing on the
Commercial Opon Dat. Seller shal prvide PacifCozp with a copy of 1le electnic
falt log with th (30) caenda days afr the end of the Biling Perod to which the
fault log applies.
9.4.3 Upon the reue ofPacifCor, Seller sh provide PacifCorp 1he
manufacturs' guidelines and recommendations for maintenace of the Facilty
equipment.
9.4.4 By each Januar 10 followig the Commercial Opertion Date, Seller shal
provide to PacifiCorp wrtt certification that Seller has complet all the manufacturs'
guidelines and recommendations for maintenace of the Facilty equipment applicable
to the previous calendar year.
9.4.5 At any tie :f the Efecve Dat, one (1) ye's advance notice of th
teintion or expiraon of any agement, includi Wind Lees, put to which th
Facili or any eqipment relat ther is upn the Facilty sit; provide th the forgoindoe not auor any ealy teon of any lad lea.
9.4.6 As soon as it is known to Seller, Seller shal disclose to PacifiCorp, the
extent of any mat violaton of any envinmenta law or regulatons arsing out of the
constrction or operation of the Facility, or the presence of Envinmental
Containaton at 1le Facilty or on th Pres, allege to exist by any Govemmenta
Authority havig jursdicton over the Preises, or the prent existece of: or the
ocurnce durg Seller's occupancy of the Prmies of: any enforcemen lega, or
regulatory acon or pred rela to such aleged violaton or alleged prece of
Envirnmen Cotaon prtly ocurg or having OC dur the peod of
time tht Seller ha occupied the Premises.
9.5 Matece of Metg Eqpment To the extt not otherse prvided in the
Generator Interconnection Agrement, PacifiCorp shall inspect, test, repair and replace the
metg equipment periodically, or at the reuest of Seller if Seller ha reason to believe
metg may be off an reuest an inecon in wrg. To the ext not other provided in
the Genertor Internnection Agreement, all PacifiCorp's cost relatig to designing, intaling,
maitain, and reg metg eqpmen inled to acmmod Seller's Facilty shall be
borne by Seller.
9.6 WREGiS Metering. Seller shall cause the Facilty to implement all necessar
generation information communications in WRGIS, and report generation information to
WRGIS pursuat to a WREGIS-approved meter that is dedicated to the Facilty and only
the Facilty.
26
Cedar Creek Wind IL-Fiv Pi
SECTION 10.BILLINGS. COMPUTATIONS AN PAYMENTS
10. I Pavment for Net Output. On or bere the thirieth (30th) day following the
end of eah Biling Penod, PacifiCorp shall send to Seller payment for Seller's delivenesof
Net Ouut to PacifCorp, togeer with computons suppg suh paymen PacifCorp may
off any such paymen to reflec amoun owig frm SeUerto PacifCo puuat to 1hs
Agren or the Geeron Intennection Agrent. Any such off shal be sely
iteized on the statement accompanying each payment to Seller.
102 Annual Invoicing for Output ShortalL. Thir calendar days aftr the end of
each Cont Yea, PaifCoip shl deliver to Seller an invoice showi PacifCorp's copuion of
Output Shortall, if any, for all Biling Periods in the pnor Contrat Year and Output
Shortfall Damages, if any. In preparng such invoices, PacifiCorp shall utilize the meter data
provided to PacifiCorp for the Contrct Year in question, but may also rely on historical
averages and such other informtion as may be available to PacifiCorp at the tie of invoice
preion if the mete da for such Contct Yea is th incoplet or othe not avaable. To
th ex reuire PacifiCorp shall prpa any such invoice as prompty as prcable followig
it receipt of actul results for the relevant Contract Yea. Seller shall pay to PacifCorp, by
wire trfer of imediately available fu to an account spifed in wrtig by PacifiCozp or by
any other meas agred to by the Pares in wrtig frm tie to tie, th amoi. se fort as due in
such invoice, and shall within thirt (30) days aftr receiving the invoice raise any objections
regang any dispute poon of the invoice. Objecons not mae by Seller withn the thir-day
period shall be deemed waived.
103 Inteest on Overue Amounts. Any amounts owig afer the due date thereof
shall bea interest at the Prie Rate on the date the amount bee due, plus two percet
(2%), from the date due until paid; provided, however, that the interest rate shall at no time
exceed the maxmumrate allowed by applicable law.
10.4 Disputed Amounts. If either Par, in good fath, disputes any amount due
puruant to an invoice rendered hereunder, such Par shall notify the other Part of the
specific basis for the dispute and, if the invoice shows an amount due, shall pay that portion of
the statement that is undisputed, on or before the due date. Any such notice shall be provided
within two (2) ye of the da of the invoice in which the errr fi occ. If any amount
disput by such Par is deed to be due to the other Par, or if the Pares relve the
payment dispute, the amount due shall be paid within five (5) days after such determination
or resolution, along with interest in accordance with Section 10.3.
SECTION 11.SECURTY
i i.i Delay Security:
11.1. i Duty to Post Securty. By the date prvided in Section 222, Seller shal
post a Letter of Credit, cash or a parental guarty, each in a form acceptable to
PacifCoip, in the amoun cacuat puua to Secton 11.12 (''Dela Security"). To the
ex PacifiCoip mak a drwig under th Delay Securty, Seller shal, with fi (15)
caenda days, restre the Delay Securty as if no su deducon had occurred.
27
Ceda Creek Wind, UC-Fiv Pi
11. 1.2 Calculaon of Delay Securtr. The dolla value of Delay Securty shll
equa the gr of: (1) fort-five dollar ($45) multiplied by the Maximum Facilty
Deliver Ra with the Maum Facilty Delivery Ra being mea in kW (b on
th fi Facilit Caity Ra de by Janua 31,2012); or (2) the su of th
prdu for eah of the fit the calen mont af the Scheduled Commercial
Opertion Date, of:
the energy in the Initial Year Energy Deliver Schedule for the month (kWh)
multiplied by the monthly weighted average On-Peak and Off.Peak
Conforming Energy Puha Prce for the moth ($/) diide by 100.
Such amount shall be fixed upon execution of this Agreement.
11.1.3 Right to Drw on Secur. PacifCorp shal have the right to drw on the
Delay Secty to collec Delay Liquida Damges. Commencing on or abut:f of each
month PacifiCozp wi invoice Seller for Delay Liquida Damges incur if any,
durg th preg mont. If inufcien Delay Securty is available, Seller shall pay
PacifCorp for invoice Delay Liquida Dage no latr th five buses days afr
reeivig suh invoice. The Pares will ma bilgs and payments for Delay Liquidated
Damages in accordce with Section 10.
11.1.4 Paral Releae of Delay Seur. Prvided tht Seller ha maed
Delay Secu in acordce with Secton 11.1. i, PacifiCoip shall relea one-th of the
origial amoun of Delay Securty state in Section 11. i. i eah time Seller
accomplishes a milestone (a) or (b), below:
(a) Seller has (i) execut the Geeraon Intennecon Agrnt
with Transmission Prvider; and (ii) paid in full any interconnection and/or sys upgre
cost Seller is obligate to pay in advance of intennecon constrction.
(b) Seller ha pour the concr fOlmdaon at ea of its planed
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 writt notice (along with satfary doumentation
therf) th it ha acomplihed miestoe (a) or (b) abve.
11.1.5 .Full Relea of Delay Secur. Unless PacifCozp dis whet Seller
ha pad al Delay Liquida Damge, PacifCorp sh releae al reaig Delay
Security upon the earlier of the 30th calendar day followig commencement of
Commercial Opertion or the 60t calenda day following PacifCorp's tetion of this
Agreement.
11.1.6 Defaul. Seller's faur to post and ma Delay Securty in acrd
with Setion 11.1 will consttu an even of defaut, unes cur in acrdce with Secon
12.1. of th Agren
i 1.2 Default Security (Levelized Pricing Only). (Reserved)
28
Cedar Creek Wind LL-Fiv Pi
SECTION 12. DEFAULTS AN REMEDIES
12.1 The following events shall constitute defaults under this Agrement:
12.1.1 Non-Payment. A Par's falur to mae a payment when due uner ths
Agrment or post and maitan security in conformance with the requirments of
Secon 11 or ma inurce in conformce with the reents of Secon 14 of ths
Agren if the faiur is not cu wit te (10) business days af the non-defaulting
Par gives the defaultig Par a notice of the default.
1211 Breach of Representation. Breach by a Par ofa representation or
waty se for in th Agrment, if such falur or brh is not cur within th (30)
days following wrtten notice.
121.3 Default on Oter Agreements. Seller's failur to cur any default under th
Geeraon Inteonnecon Agement or any other agrent beee the paes relat to
ths Agrment, the Geertion Intennection Agrent, or the Facilty wi the time
allowe for a cur under such agent or inent.
12.1.4 Insolvency. A Par (a) makes an assignent for the benefit of its
creitrs; (b) files a pettion or otherse coences, authories or acqesc in the
commenceent of a pr or case of acon unr any bapt or simlar law for
the prtecon of creitors, or has such a petion filed agt it and such petion is not
withdrawn or dismissed with six (60) days after such filing; (c) becomes insolvent;
or (d) is unable to pay its debts when due.
12.15 Matal Adver Change. A Maal Advere Chage ha occur wi
respect to Seller and Seller fails to provide such pedormance assurances as are
reonably rees by PacifCoip, with th (30) days fr the da of such reues
12.1.6 Sale to Thir-Par. Seller's sale of Net Outut to an entty oter th
PacifiCorp, as prohibited by Section 4.2.
12.1.7 Non-Deliver. Unless excused by an event of Force Majeur (including
PacifCozp's breah of its obligations under ths Agrment), Seller's falur to delier any
Net Ener for th consutve caenda month.
12.1.8 A Par otherse fals to perfonn any mate obligaon (includig but not
limite to failur by Seller to meet any deadline se fort in Secton 2.2.1 thugh 2.2.9)
impose upn th Par by ths Agement if the faur is not cur wi th (30) days
afr the non-defag Par gives the defaultig Par notice of the default.
12.1.9 Seller fails to achieve the Commercial Opraon Date by the 91 st day
following the Scheduled Commerial Operation Date, provided, however, tht, upon
wrttn notce frm the defag Par deliver pror to the niet-firs (91 ~ day of delay,
ths niet (90) day period shall be extded by an additional one hundrd and fIf (150)
days if (a) Seller ha pour the conc founon at ea of it planed individu wind
tue locaons; an (b) Seller relenies Delay Default Secuty in acrdce wi
Secon 11.1.1. Seller shl contiue to accru Delay Liquida Dames in acordce
29
Cedar Creek Wind, LL-Fiv Pn
with Seon 2.5 (Dlay Prce ti the Delay Value) unl the Prjec achieves Commeria
Operation or this Agreement is terminated.
122 In the event of any default hereunder, the non-defaulting Par must notify the
defaultig Par in wrting of the cirumce incatig the default and outling the
reents to cur the defa. If the default ha not be cu wi the prcrbe tie, above,
the non-dti Par may te th Agren at it sole dicron by deliverg wr
notce to the oth Par and may pu any and al leg or equile reedies prvide by law or
puan to ths Agren The rights prvided in ths Seon 12 ar cumulate suh th the
exerise of one or more righ shl not cote a waver of any oter rights.
123 In the event ths Agreement is tem beuse of Seller's deauh and Seller
wishes to agai sell Net Ou frm the Facili using the sae motive force to PacifiCoip
following such termination, PacifiCorp in its sole discretion may require that Seller do so
subject to the tenus of th Agent, includg but not li to the purhae prce as set fort in
(Secton 5), unti the Expiron Dat (as set fort in Secon 2.1). At such tie Seller and
PacifiCorp agree to execute a wrtten document ratifyng the terms of this Agreement.
12.4 If ths Agrent is ted as a reult of Seller's default, in adition 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), Seller shall pay
PacifiCorp Ouut Shortl Dam for a peod of eigh (18) mont frm the da of
teinon plus the estimated administative cost to acquire the replacement power. The
Paries agree that the daes PacifiCorp would incur due to termnation reltig frm Seller's
defiult would be difficult or impossible to predict with cerainty, and that the daages in this
Secton 12.4 are an appropriate approximation of such damages.
12. Recoupment of Damages.
(a) Default Securty Available. If Seller has posted Default
Security, PacifiCorp may draw upon tht security to satisfy any daages, above.
(b) De Secty Unavailable. If Seller ha not post Defult
Seity, or ifPacifCorp ha exusted the Def Securty, PacifCorp may collec any reing
amount owig by parally witholdig fu payments to Seller over a reonable peod of tie.
PacifCorp and Seller shall work togeer in good fath to estlish the period and monthly
amounts, of such witholdig so as to avoid Seller's default on its commercial or ficin
agen necsa for its contue opon of the Facilit.
12.6 Upon an event of default or mnevent resulting from default under this
Agreement, in addition to and not in limitation of any other right or reedy under this
Agreement or applicable law (including any right to set-off, counterclaim, or otherwise
withold payment), the non-defà Pa may at its option set-off ag any amounts owed to
the defaulting Pary, any amounts owed by the defaulting Pary under any contrct(s) or
agrent(s) be the Pares. The obligations of the Pares shall be deed safied and
dihage to the exnt of any such se-off The non-dfiultig Par sha gie the defaultig Par
wrttn notice of any set-off but faiur to give such notice shall not afec the validity of the set-
off.
30
Ceda Creek Wind UC-F Pi
12.7 Amounts owed by Seller pursuant to this Section 12 shall be due within five
(5) business days aftr any invoice frm PacifiCorp for the same.
SECTION 13.INDEMNCATION: LIAn.ITY
13.1 Indemnities.
13.1. Indemnity by Seller. Seller shal relea, indefY and hold haess
PacifiCorp, its directors, offcers, agents, and representatives against and from any
and all loss, fies, pealties, clais, actons or suits, including co and atrney's fee,
both at tr and on appe, resul frm, or.arin out of or in any way conn wi (a)
the energy delivered by Seller under this Agrment 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) aring frm Seller's breh of this Agrement,
includig wiout litaon any loss, cla acon or suit, for or on acunt of injur, bodily
or otherise, to, or death of, persons, or for damage to, or destrction or economic
loss of prpert belongig to PacifiCorp, Seller or other, excepting only such loss,
claim, action or suit as may be caused solely by the fault or gross negligence of
PacifiCorp, its directors, offcers, employees, agents or representatives.
13.12 Inde by PacifCoip. PacifCorp shal relea, inemnfy and hold
haless Seller, its dirrs, offcers, agents, lenders and reseves against and frm
any and all loss, fines, penties, clais, actions or suits, includng cost and atey's
fees, both at trl and on appe reultig frm, or arsing out of or in any way coec
with the energy delivere by Seller unde this Agnt af the Point of Deliver,
inludig withut limon any loss, clai acon or sui for or on acun of injur, bodily
or otheiwse, to, or death of, pes, or for daag to, or descton or ecnomic loss of
propert, excepting only such loss, clai, action or suit as may be caused solely by the
fat or grss negligence of Seller, its dirs offce, emloyee, agents, lenders or
representatives.
132 No Dedication. Nothing in this Agrement shall be constred to create any
duty to, any stada of car with referece to, or any liabilty to any peon not a Par to this
Agrment. No undertng by one Par to the other under any provision of this Agren shall
constitute the dedication of that Par's system or any portion thereof to the other Par or to
the public, nor afect the st ofPacifCoip as an indepde public utli corpration or Seller as
an independent individual or entity.
133 No Warrty. Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confiration by
PacifiCorp and PacifiCorp makes no warties, exprsed or implied regarng any aspet of
Seller's design, specifications, equipment or facilties, including, but not limited to, safety,
duilty, reliabilty, stgt caacit, adequay or economic feaibil.
13.4 CONSEQUENTIA DAMAGES. EXCEPT TO THE EXTET SUCH
DAMGES ARE INCLUDED IN THE LIQUIDATED DAMGES, DELAY DAMAGES,
OR OTH SPECIE MEUR OF DAMGES EXRESLY PROVIED FOR IN TIS
AGREEMT, NElIHEPARlY SHA BE LILE TO 11 OT PARTY FORSPECIA, PUN lNlR, EXlAY OR CONSEQUE DAMGE,
31
Cedar Creek Wind LL-Fiv Pin
WHTHR SUCH DAMGES AR ALLOWED OR PROVIDED BY CONTCT,
TORT (ICLUDING NEGUGECE, S1Cf LIILIT, STA1U OR OTIWIE.
SECTION 14.INSURACE
14.1 Certficates. Prior to connection of the Facilty to the System, Seller shall
secure and contiuously ca inurce in compliance with the requirmen of ths Secton.
Seller shall provide PacifiCorp inurce cerificates) (of "ACORD Fonn" or the equivalent)
certfying Seller's compliance with the insurance requirments hereunder. Commercial
General Liaili covere wr on a "clamade" bas, if any, sh be spifcaly identied on
th certca. If requested by PacifCorp, a copy of each ince policy, ceed as a tie copy
by an authorized representave of the issuing inurce company, shall be fuished to
PacifiCorp.
142 Required Policies and Coverages. Without limiting any liabilties or any other
obligations of Seller under this Agrement, Seller shall secure and continuously car with
an insurance company or companies rated not lower than "A-:VII" by the A.M. Insurace
Report the insurance coverage specified below:
1421 Commerial Geeral Liabilty in, to include contrliilty,
with a minimum single limit of $1,000,000 per occurence to protect against and
frm all loss by ren of injur to pens or dae to prope based upon and aring
out of the activity under this Agreement.
1422 All Risk Prrt inurance providing coverage in an amount at least
equa to 80010 of the relaceent value of the Facilty agai "all risks" of physica loss or
daage, including coverge for ea movement, flood, and boiler and mahier. The
Pr policy may cont se subli an deucbles subjec to ince
compay undertig guidelines. The Risk Policy wil be maitaed in accordce with
tes available in the insurce market for similar facilities.
143 The Commercial Gener Liabilty policy requird herein shall include
(i) prvisions or endorsents namg PacifCorp, its Boa of Dirrs Offcers and employees
as additional insurds, and (ii) cross liabilty coverage so that the insurance applies
separately to each in ag whom clai is mae or suit is broug even in instce wh
one in claims against or sues another insurd.
14.4 All liabilty policies requird by ths Agrement shall include provisions that
such insurce is primar insurce with respec to the interest ofPacifiCorp and that any
other insurce maintained by PacifiCorp is excess and not contributory insurance with the
insurance reuire herunder, and prvisions tht such policies sha not be canceled or their limits
of liabili reuced without (i) te (i 0) business days prior wrttn notce to PacifCorp if caceled
for nonpayment of premium, or (ii) thirt (30) business days prior wrtten notice to
PacifiCorp if canceled for any other reason.
14.5 Commerial Geeral Liability ince coverge prvided on a "clais-mae"
basis shall be maintaned by Seller for a miimum period of five (5) years afr the
completion of this Agemen and for such other lengt of tie necessa to cover liabilities arsin
out of the activities under this Agreement.
32
Cedar Creek Wind LL-Fiv Pi
SECTION 15.FORCE MAJEUR
15.1 As used in this Agreement, "Forc Majeure" or "an event of Force
Majeure" mea any caus bend th renable col of the Seller or ofPacifCo whch,
despite the exercise of due diligece, such Par is unable to prevent or overcme. By way of
exaple, Force Majeure may include but is not limited to acts of God, flood, storms, wars,
hostlities, civil ste, stes, and other lar dists, eaqu, fi, lightning, epideics,
sae, restnt by cour ord or other delay or failur in the peomice as a ret of any acton
or inaction on behalf of a public authority which is in eah case (i) beyond the reasonable
control of such Par, (ii) by the exercise of reasonable foresight such Par could not
reasonably have been expeed to avoid and (iii) by the exerise of due digenc, such Par shl
be unable to preent or overme. Force Majeu, however, spifically excludes the cost or
availabilty of fuel or motive force to operate the Facilty or changes in market conditions tht
afect the prce of energy or trsmission. If either Par is reder wholly or in par unble to
perform its obligaon under this Agrent beuse of an event of Forc Majeur, both Pares
shal be excused from whatever performance is affected by the event of Force Majeure,
provided that:
15.1.1 the non-peormg Par, sh as so as pracale but no la th within
tw (2) weeks af the occurce of the Force Majeur, give the other Par writtn
notice describing the pariculars of the occurnce, including the sta date of the
Force Majeure, the cause of Force Majeure, wheter th Facil re paally
operation and the expeted en date of the Force Majeur;
15.12 the suion of perormance shall be of no greater scope and of no
longer duration than is required by the Force Majeure;
15.13 th non-peormg Par us its be effom to reed its inil to
perform; and
15.1.4 the non-peorg Par sh prvide promp wr noce to the oter
Par at the end of the Forc Maeur even deling the en da, cae therf, dage
ca ther by an any re th wer reui as a re of th Force Majeur even and
the end date of the Force Majeure.
15.2 No obligations of either Par whch arse before the Forc Majeu causing the
suspension of performance shall be excused as a result of the Force Majeure.
15.3 Neither Par shall be reuire to settle any stke, walkout, lockout or other
labor disp on terms which, in the sole judgmen of the Par involved in the dispu ar cont to
the Par's best interests.
SECTION 16.SEVERA OBLIGATIONS
Nothing contained in this Agreement shall ever be constred to create an association, trust,
paerp or joint ventu or to impose a trt or paership duty, obligaton or liabilty
between the Paries. If Seller includes two or more paries, each such part shall be jointly
and severally liable for Seller's obligations under this Agrement.
33
Cedar Creek Wind, lL-Fiv Pi
SECTION 17.CHOICE OF LAW
This Agrent shal be interpted an enorced in accrdance with the laws of the stte ofIdaho,
excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 18. PARTIAL INVALIDITY
It is not the intion of th Pares to violat any laws gover the subjec mat of th
Agemen If any of the te of the Agrent ar finly held or detrmined to be invalid, ilegal
or void as being cont to any aplicale law or public policy, all other tes of the Agreement
shal reai in effec. If any tes ar finly held or detined to be invalid~ ilega or void, the
Pares shl enr in negotation conceg the te afec by such decision for the puse of
achieving conform with requients of any applicable law and the intent of the Paries to this
Agrement.
SECTION 19.WAIR
Any waiver at any time by either Par of its rights with respect to a default under this
Agrment or with respec to any other maer arsin in connection wi this Agrent mus be in
wrtig, and such waiver shal not be deemed a waver with respe to any subseqent default or
other mattr.
SECTION 20.GOVERNNTAL JURISDICTON AND AUTHORIZATIONS
PacifiCo's compliance with the te of ths Agren is codioned on Seller's submion to
PacifiCorp prior to the Commercial Opon Dat of coies of al loca, st and feder liceses,
permits and other approvals as then may be requir by law for the consction, operation and
mantece of the Facilty. Failur to mainta such lawf st afr the Commeria Opon
Date shl be an event of defa sujec to Secon 12.
SECTION 21.SUCCESSORS AN ASSIGNS
21.1 Th Agrment and all of th te an provisions hef shl be bindig upn an
inur to the benefit of the respective successors and assign of the Paries hereto, except tht
no assignent herfby eiter Par sh bee effecve wiout the wrtt consen ofbo
Pares being :f obted. Such cons sh not be imnably witheld; provided that the
Paries agre that commercially reasonable written amendments to the Exhibits to this
Agrement and such other wrttn updates to the information contaned 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.Notwthg the firs sece of ths Seon, (a) any entty with which
PacifiCorp may consolidate, or into which it may merge, or to which it may conveyor transfer
substantially all of its electric utilty assets, shall automatically, without furer act, and
without need of consent or approval by the Seller, succeed to all ofPacifiCorp's rights,
obligations, and interests under this Agreement and (b) Seller shall have the right to assign
this Agreement, subject to PacifiCorp's writtn consent, which consent shall not be
unreaonably witheld or delayed, for collateral securty purposes to one or more financing
entities (or a collateral agent acting on their behalf) providing financing to Seller for the
Facilty, in which event PacifCorp agrees to provide a wrtten consent in favor of Seller's
34
Ceda Creek Wind LL-Fiv Pi
financing entities in form and substce similar to consents executed by PacifCorp in
connection with non-recourse project financings. This arcle shall not prevent a financing
entity with recorded or seur rights frm exerising all rights and remedies available to it under
law or contract. PacifCorp 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 wrttn
consent.
21.2 Notwithstading Section 21.1, Seller shall have the right to hold in abeyance,
subject to termination as provided in this Section, this Agrement and may authorize
Ridgeline Energy, LLC or its designated afliate (such assignee referred to here in this
Agrement as "Ridgeline") to execute the agreement in Addendum M (the "Amended and
Restated Power Purchase Agrement") at any time prior to Janua 31,2012 by the delivery
of a wrttn notice to PacifiCorp designating such abeyance of this Agrement and execution
of the Amended and Restated Power Purchase Agreement (the "Assignment Notice").
Within five (5) days of receipt of the Assignment Notice, PacifCorp shall execute and
deliver to Ridgeline the Amended and Restated Power Purchase Agreement with the
insertion of the nae of the seller and the effective date of such Amended and Restated
Power Purhase Agreement, which shall be the later of (a) the date the notice was provided
to PacifiCorp or (b) the Effective Date. Upon execution of the Amended and Restted Power
Purhase Agreement by Ridgeline as provided in this Section, this Agreement shall be held
in abeyance (during which time CCW shall have no rights hereunder). IfRidgeline
terminates the Amended and Restated Power Purchase Agreement on or before Janua 5,
2013, then this Agreement shall be reinstated and offull force and effect. IfRidgeline fails
to terminate the Amended and Restted Power Purchae Agreement on or before January 5,
2013, this Agrement shall be automatically terminated.
SECTION 22.ENTIRE AGREEMENT
22.1 Th Agrent sues all prior agents, proposals, rereons,
negotiations, discussions or lettrs, wheter ora orin wrting, regaring PacifiCorp's
purchase of Net Output from the Facilty. No modification of this Agrement shall be
effective unless it is in wrting and signed by both Paries.
22.2 By executg ths Agrement, eah Par releases the other from any Claims,
known or unkown, that may have arsen prior to the executon date of this Agreement with
respe to the Facil and any prsor failty prpose to have be cons on th site of the
Facilty.
SECTION 23.NOTICES
All notice except as oteise provided in ths Agrent shal be in wrtig, shal be di as
follows and shall be considere delivered if delivered in person or when deposited in the
U.S. Mail, postage prepaid by certifed or registered mail and retu receipt requested.
Notices PacifiCorp Seller
All Notices PacifiCorp Ceda Creek Wind, LLC
825 NE Mulom Str Portan
3S
Ceda Creek Wind, UC-Fiv Pi
OR 97232
Att: Cotr Admon
Suite 600
Phone:[phone]
Facsimile: [phone]
E-mail:
Att: Richard W. Burkhdt
Phone: [phone]
Facsimile: [phone]
E-mail:
rburkhardt~ummitpower.com
Duns: 00-790-9013
Fed Tax ID Numbe 93-046
Duns: 83-297-9483
Fed Tax ID Num: 800326531
Notices PacifiCorp Seller
All Invoices:Att: Back Offce, Suite 700 Att: Vici Hall, General Accountig
Phone:( 503)813-5578 Manager
Facsimile: (503) 813 -5580 Email:
accounting(ã)summitpower.com;
vhal1Ø&summitpower.com
Phone:[phone]
Scheduling:Att: Reur Plag, Su 60 AU: Thoma Caer
Phone: (503) 813 - 6090 Facsimile:[phone]
1(503) 813-6265 tcern(âßurtowe.com
Payments:Att: Back Offce, Suite 700 Att: Vici Hall, General Accounting
Phone:[phone] Manager
Facsimile: [phone] Email:
accounting(aummitpower.com;
vhall(tsummitpower.com
Phone:[phone]
War Traer Ban One N.A.Bank Wells Fargo
To be prided in sete let frm To be prvided in sete let frm
PacifiCoro to Seller Seller to PacifCoro
Credit and Att: Crt Ma, Suite 700 Att: Richard W. Burkhardt, Chief
Collections:Phone:[phone] Facsimile:Financial Offcer
[phone] Email: rburkhardt(tsummitpower.com
Phone:[phone]
Wit Adona At: PacifCozp Geer Counl Att: Vici Hall. General Accounting
Notice of an Phone:[phone] Facsimile:Manager
Event ofDenl [phone] Email:
or Potentil Event accountingØ&summitpower .com;
of Deult to:vhall(ßummitpower .com
Phone:[phone]
The Paries may change the person to whom such notices ar addressed, or their addrsses,
by providing wrtten notices thereof in acordance with this Section.
36
C8Oø Wia uin,
In WITES WHEF. th Pas have caus this Ap: to be duy exoc as ofth da fi abve wr:
pc,
CEAR CR WI. LtC
. DeWB limit Ii çoy
By:
Nau: ~ c.. i.TITitlo ~.I-
Â- i
Cedar Creek Wind UCiv Pi
EXHIT A
DESCRITION OF SELLER'S FACILITY
Seller's Facilty consists of 24 wind turbine generator(s) manufactured by Siemens. More
specifically, each generator at the Facilty is described as:
Type (synchronous or inductive): Asynchrnous with Invertr
Model: Siemens SWT-2.3-101
Number of Phas: The
Rated Ontput (kW): 2,300 Rated Outpnt (kVA): 2,555
Rated Voltage (line to lie): 7S0V
Rated Current (A): Stator: Convertr Supply Curnt: 1953A; Rotor: 2070 A
Maximum kW Output: 2300 kW Maximum kVA Output: 2555kVA
Minimum kW Output: _40_ kW
Manufacturer's Published Cut-in Wind Spee: 4 meters/second
Facility Capacity Rating: 55,200 kW at or above rate wind speed and below cut-out
speed
Mamum Facilty Delivery Rate: _54,648 kW at PacifiCorp Goshen
Substation at 345 kV
Maximum GIA Delivery Rate 133,400 - instataeous kW (combined with the other Ceda
Creek Project describe in Addendum LJ
Identify the maximwn outut of the generator(s) and describe any differences between that
output and the Nameplate Capacity Ratig: Maximwn generator output is 2300 kW (same as
Nameplate Capacity Rating)
Station service requirements, and other loads served by the Facilty, if any, are described
as follows: Station service requirements consist of Ceda Creek Wind Operations and
Maintenance building loads, tubine stadby loads, and turbine cutout loads. Average turbine
stadby load for Five Pine is approximately 125 kW. Cutout loads would be infrquent and not
concurent with stdby loads.
Location of the Facilty: The Facilty is located in Bingham County, Idaho. The location is
more paricularly described as follows: 430 19.420' Latitude, 11202.552' Longitude WGS84.
Locations of each turbine tower relative to other qualifying facilties owned by Cedar Creek
Wind showing Ceda Creek Wind's compliance with the spacing requirements in 18 C.F.R. §
292.204 are attached hereto.
Power factor requirements:
Rated Power Factor (PF) or reactive load (kV AR): 0.9 Leading to 0.9 Lagging
Seller has provided a copy ofmanufactur's Power Cure (Rev. 4, June 2010) for the Siemen SWT -2.3-101.
PacifiCorp maintains the power cure in its files puruat to a Non-Disclosure Agreement beteen PacifiCorp and
Seller.
A-2
Cedar Creek Wind LL-Fiv Pin
EXHIBIT A - Attchments
1. Cedar Creek Wind Farm Site Map
2. Distance Beteen Wind Turbines of Adjacent Qualing Facilities
A-3
Ceda Crek Wind I.-F Pr
Cedar Crek Wind Farm Site Map
A-4
Ceda Creek Wind, LL-F'iv Pi
The tale below list th dice beee tubines in se Qu Faciles.
Five Pine
TUIN #
T36
T36
T36
T37
T37
T37
Tl2
T12
T12
T12
T32
Nort Point
TURBINE #
T22
T23
T24
T22
T23
T24
T25
T27
T30
T32
T24
DISTANCE (FT)
5558.5
6057.0
6504.5
5378.4
5629.7
5898.8
5799.5
5397.2
5401.6
5358.6
7534.9
A-S
Cedar Creek Wind LL-Fiv Pi
EXHIBITB
POINT OF DELIVRY / PARTIES' INTERCONNCTION FACILITIES
Seller has provided the following single line drwing of the Facilty interconnection facilties
including meterig points used to calculate Net Output and any transmission facilties on Seller's
side of the Point of Delivery.
The Metering Point and the Point of Delivery is the PacifiCorp 345kV bus at the Goshen
substtion.
The Project wil be shared by a 34.5kV-345kV collector substation. Each project wil have one
or more 34.5kV breakers that will connect to a common 34.5kV bus. The bus wil connect to a
centrl 34.5kV main breaker, 34.5-345kV Power Transformer, 345kV breaker, line disconnect
switch and a 5.1 mile 345kV trnsmission line to the Goshen Substation.
B-1
EXHIBIT B - Attachments
1. Substation Meterig One-Line Diagram
B-2
Ceda Creek Wind LL-Fiv Pim
Cedar Creek Wind LL-F Pin
~------------------------------------~-_._._----------------~---------: W8I Pu: ~(3_T.ill-i
i.,II
:.iiI
:I.i.I.IIIII
iII~---- -.- .... ---._-...... ...._.__.. ..- ...._--......__. .--
~, T_II
~lllio_U~-U-'"
~1T..~~
IIIII
I...i
I,.I.------_....j
....I.....
Ii
: Ceda Crk Wind. LLC
; Coletor Sulletio
=...._... _...---. ......__ _._. _.._ _______J
C4
os
_ÜlAt,.s...
.. _._.. ........... ...- _.- ....... .-..-.. r: i· ThmMil¥~: -Knol: ;: l: ~: XJJl i. l(Ìfor IIII
iI. :; MkV GOln sub8iion :,._ w_. ____ _ ._...._ ... _. _.... __________._
r--------- --------------------- ---------1i(IH..,,'* (12T.. i
iiIII..I.IIIIIIIII
IlIII
I.IIll FlfPlne :i _tJTui i,.....-.......---.....__......--_...-..._-~
DATE:
RE:.~1~\W~'3W'
D
cepAR CREEK WIND, LLC
Norh Point & FI.. Pi
ONE-UNE DIAGRA
~
ADO
B-3
EXHIBITC
REQUID FACILITY DOCUMENTS
Quaifying Facilty Number from to be obtained from FERC: QFlO-536-000
The following Documents are required prior to delivery of any output from the Facilty:
Generation Interconnection Agrement
Agreement permitting Seller access to shared interconnection facilties
Propert rights reuired to maintain and operate the Prject in accordance with this
Agreement (site leases, transmission easements, etc).
The following Permits are required on or before the milestone date specified in Section 2.2.1.
Federal Aviation Administration Determinations of No Hazard
Bingham County Special Use Permit
Crossing agreements with paries other than PacifiCorp Trasmission
C-l
Cedar Creek Wind LL-FivPi
EXBITD
SUBSEQUENT ENERGY DELIVERY SCHEDULE
Coyote Hill Wind Protect
Scheduled Monthly
Ener2Y Delivery AvekW/mo
Januar
Februar
Marh
April
May
June
July
August
September
October
November
December
TOTAL:
Planed Outages. Seller will provide a Planed Outage schedule annualy not to exceed 150
hours per year (150 hours excludes first year "break in" or similar stap period outages).
D-l
EXHBITE
START-UP TESTING
Required factory testing includes such checks and tests necessar to determine that the
equipment systems and subsystems have been properly manufactud and installed, function
prperly, and are in a condition to permit safe and effcient st-up of the Facilty, which may
include but ar not limited to:
1. Test of mechanical and electrical equipment;
2. Calibraton of al monitoring intrents;
3. Operating tests of all valves, operators, motor stars and motor;
4. Alans, signals, and fail-safe or system shutdown control tests;
5. Point-to-point continuity tests;
6. Bench tests of protective devices; and
7. Tests required by maufacrer(s) and designers) of equipment.
Required st-up tests are those checks and tests necessar to determine that all featues
and equipment, systems, and subsystms have been properly installed and adjusted, functon
properly, and ar capable of operatng simultaneously in such condition that the Facilty is
capable of continuous delivery into PacifiCorp's electrical system, which may include but ar
not limited to:
i. Turbine/generator mechanical nins and fuctionality;
2. System operation tests;
3. Brae tests;
4. Energization of tranformers;
5. Synchroning tests (manua and auto);
6. Excitation and voltage regulation operaton tests;
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 Instalation Checklists are
required documents to be signed off by Manufactur or Subcontract Category Commissioning
Personnel as part of the Commissioning and stap testing:
Turbine Inallation
Foundation Inspection (by Owner's independent inspector)
Controller Assembly
Power Cables
Cable Installation Checklists includi: Contrller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E-l
Ced Creek Wind, LL-F Pin
EXHBITF-l
MOTIVE FORCE PLAN
WIN SPEED DATA SUMMIES & HOURLY WI PROFILE
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Ceda Creek Wind LL-Fiv Pi
FI.4
Cedar Creek Wind ll4iv Pi
EXIBITG
SAMPLE ENERGY PURCHASE PRICE CALCULA nONS
The calculation for the non-levelized purhae price durng an On-Peak 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 $6.501M (the wid integration cost), which equals
$52.35/Mh.
Table 1: Sample calculations for non-Ievelized On-Pea Conforming Energy in 2012: Purhase
Price = (anual rate'" monthly On-Peak multiplier) - wind integration cost.
Conforming
Energ Calculated Purchase
Annual Rate On-Peak Wind Price for 2011 On-
for 2011 Hour Integration Peak Conforming
Month (perMWh)Multiplier Cost Energ (per MWh)
Januar $63.97 103%$6.50 $59.39
Februy $63.97 105%$6.50 $60.67
Marh $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 Conforming Energy in 2012: Purchase
Prce = (anual rat * monthly Off-Peak multiplier) - wind integration cost.
Conforming
Energ Calculated Purchase
Annual Rate Off-Peak Wind Price for 2012 Off-
for20ii Hour Integration Peak Conforming
Month (perMW)Multiplier Cost Energ (per MW)
Janua $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
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
G-l
Cedar Creek Wind lL Pin
Conforming
Energy Calculated Purchase
Annual Rate Off-Pea Wind Pnee for 2012 Off-
for 2012 Hour Integration Peak Conformig
Month (perMW)Multiplier Cost Energ (per MWh)
September $63.97 99%$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
0-2
EXHIBITH
Seller Authoriation to Release Generation Data to PacifCorp
H-l
;á'(
WEST~RNENERGY
May 7, 2010
Pacifcorp
Att: Kenneth Huston
825 NE Multnomah, Ste. 1600,
Portand, Oregon 97232
RE: Cedar Creek Wind, LLC PacifCorp Transmision
Dear Mr. Huston:
Ceda Creek Wind, LLC hereby voluntaly authores PacifiCorp's Trasmission business unt
to share Ceda Creek Wind, LLC's generator interonnection information and genertor meter
data with market fuction employees of PacifiCorp, including, but not limited to the those in the
Commercial and Trading group. Ced Creek Wind, LLC acknowledges tht PacifiCorp did not
provide it any prefernces, either opertional or rate-related in exchange for ths volunta
consent.
Síncerely,
~~~ ?t
Dana C. Zentz, P.E.
Vice President
Suit Power Grup, Inc.lCeda Creek Wind, LLC
[phone] (Offce)
[phone] (Mobile)
Cedar Creek Wind, LLC
701 Winslow Way E., Suite B
Bainbridge Island, WA 98110
1
206.780-3551
fax: [phone]
CONFIDENnAL
Cedar Crek Wind, LL-Fiv Pi
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 clarfies certin terms in, the Power Purchae
Agreement between Cedar Creek Wind, LLC relating to FIVE PINE, and PacifCorp
("Agreement") entered into the _day of December, 2011. Capitalized terms not defined
herein shall have the meaning set fort in the Agrement. Cedar Creek Wind, LLC ("Seller")
and PacifCorp ar at times referred to herein individually as a "Part" or collectively as the
"Partes" .
Cedar Creek Wind, LLC shall own a complex of two (namely, Five Pine and North Point)
separate, Idaho Qualifying Facilties (each, a "Cedar Creek Projec" and collectively, the
"Cedar Crek Projects") that share collector wires, a 34.5/345 kV substaion (Cedar Creek
Substaion), and related equipment, which connect the Qualifyg Facilties to the Point of
Delivery ("Share Interconnection Facilties").
PacifiCorp has agred to buy (and Seller has agreed to sell), at the Point of Deliver, Seller's
tota 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 share of the trsformation losses; and (4)
Seller's share of the line losses between Seller's Facilty and the Point of Delivery (together
Seller's "Station Auxilary Load and Losses"). However, Seller andPacifiCorp agree that it is
impossible to measure Seller's Station Auxilar Load and Losses separate and apar from the
Station Auxilar Load and Losses of the other Cedar Creek Projec. Therfore, in order to
implement an objective, practicable, and equitable process by which PacifiCorp may quantify
energy delivered by Seller to the Point of Delivery (net of its Station Auxilary Load and
Losses), the Paries do agre as follows:
A. Biling Formulae. PacifiCorp shall determine Seller's Net Output in kWh for puroses of
the Agreement using the method specifed below.
1. Definitions
NR¡ = the nameplate rating (ala Facilty Capacity Rating) of Cedar Creek Project i.
NRT = the sum of all the nameplate ratings of Cedar Creek Projects (i = 1 to 2).
PALLr = the accumulated purchased energy frm Utilty Supplier, as determined at the Point
of Delivery, to supply the net total station auxilar load and losses for the Shared
Interconnection Facilties for Cedar Creek Projects i = 1 to 2 whenever such total
load and losses exceeds total generation output.
P ALL¡ = the allocated shar of P ALLT for Project i as determined by multiplying PALLT by
NR¡ and dividing by NRr. .
OP¡ = for a given integration interval, the metered output energy of Ceda Creek Project i,
as determined by PacifiCorp's meter at the point where Ceda Creek Project i
connects to the Shard Intercnnection Facilties. For any integrtion interval
during which any energy is delivered to a Project frm the Shad Interconnection
Facilties, such delivered energy is accumulated in a separate meter register and
does not decrement the registr used to measure accumulated OP¡. Therefore OP¡ is
by definition always grater th or equal to zero, and in the event the meter records
OP¡ less than zero, OP¡ shall be deemed to equal zero.
L -I
OPT
NOT
Cedar Creek Wind lL-Fiv Pi
= the sum of all OP¡ (i = 1 to 2).
= for a given integration interval, the tota energy delivere to the Point of Delivery
(345 kV bus at Goshen Substation). NOT shall be as measured at PacifiCorp's
meter ncar the Point of Deliver (kWh, in 10-minute intervals), adjusted for any
transformation losses between the meter and the Point of Delivery. For any
integration interval during which any energy is delivered to the Point of Delivery
from PacifiCorp's system, such delivered energy is accumulated in a sepaate mete
register of the PacifiCorp meter and does not decrement the register used to
measure accumulated Net Output energy. Therefore NOr is by definition always
greatr than or equa to zero and in the event the meter records NOT less than zero,
NOT shall be deemed to equal zero.
= the net energy sold to PacifiCorp by Cedar Creek Project i durig the integration
intervaL.
SALLr = the total of all sttion auxilar load and losses for the Shared Interconnection
Facilties for Cedar Creek Projects (i = 1 to 2) when NOT is positive.
SALLi = the allocated share for Ceda Creek Project i of SALLT.
2. Calculations
Calculations shall be reconciled and seted 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 instllation PacifiCorp specified ("integration
interval"). Calculations shall be rounded to the nearest kilowatt-hour in the fina step.
(a). When Total Generation Output ~ Station Auxiliary Load and Losses
When, for any integration interval, the total of all OP¡ Projec output amounts of energy among
all Cedar Creek Projects (OPT) is less than or equal to the tota sttion auxilar load and losses
for the Shard Interconnection Facilties, the meters at the Point of Deliver wil 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 frm that which accumulates NOT and NOT shall equal zero or
if negative, be deemed to equal zero. The "Utility Supplier" shall be the utility providing retail
electric service at the Facilty (Rocky Mounta Power). PacifiCorp shall have no obligation to
serve any of the Cedar Creek Projects' retail electrc needs absent a separate written agreement
with PacifiCorp and then only with the permission of Seller's Utility Supplier. None of the costs
associated with provision of retail electic service to Seller shall be borne by PacifiCorp.
(b. When Total Generation Output :: Station Auxiliary Load and Losses
When, for any integrtion interval, the tota generation of energy among all Cedar Creek Projects
is greater than the total station auxilar load and losses for the Shared Interconnection Facilties,
the meters at the Point of Delivery wil accumulate in a separate register PacifiCorp's receipt of
the total combined energ frm all the Projects (NOT)' The difference between OPT and NOT for
that interval (SALLT) is allocated to each Cedar Creek Project in proportion to its generation
output (OP¡) in the same integration interval to determine NO¡ by the formulae:
NO¡
Let SALLT = ( OPT - NOT land
SALLi = (SALLr J * (OP¡ I OPT 1
The Net Outut energy sold by each Project i is then determined as:
L-2
Cedar Creek Wind, I.iv Pi
NO¡ = (OP¡ - SALL¡ J and substituting for SALL¡ ;
NO¡ = NOT * i OP¡ I OPT J
B. Limitation of PacifiCorp Purchase Liabilty. PacifiCorp's total purchase obligation to the
Ceda Creek Projects shall at no time excee total energy delivered by the Cedar Creek Projecs
to the Point of Delivery. Therefore, in the event the sum of the Net Output energy (calculated
according to the preceding formulae) for all the Cedar Creek Projects is greater than NOT, then
PacifiCorp shall reduce calculated Net Output energy from each Cedar Creek Project, pro rata
each Cedar Creek Project's shae of the OPT, such that the total energy purhased from all the
Ceda Creek Projects at the Point of Delivery by PacifiCorp equals NOT.
C. PacifCorp Right to Offset. In the event PacifiCorp determines it has underpaid one or
more Cedar Creek Projects (due to metering error or otherwise) and, as a result of underpaying
one or more Ceda Creek Projects, has overpaid Seller, PacifiCorp may adjust Seller's futue
payment(s) accordingly in order to recaptue any overpayment received by Seller in a reasonable
time.
D. Condition Subsequent. This Addendum L was negotiated jointly among the Cedar Creek
Prjects and PacifiCorp and is intended by all of the Cedar Creek Projects and PacifiCorp to be
one of five identical bilateral agreements, each between PacifiCorp and a Ceda Creek Project,
but each related to the other. Therefore, in the event one or more Ceda Creek Projects does not
agre to be bound by the terms and conditions set forth in this Addendum L, PacifiCorp may,
upon thirt days writtn notice, cancel all Addendum L agreements. In the event PacifiCorp
cancels ths Addendum L in accordace with this Section D, PacifiCorp may satisfY its
obligation to pay Seller by depositing when due, with an escrow agent chosen by the Cedar
Creek Projects, the total payment due to all Cedar Creek Projects under their respective Power
Purhase Agreements, less offset (if any) calculated based upon NOT and the Contract Price.
(EN)
L-3
Ceda Creek Wind, UC-FivPi
EXmIT 4.7(A)
GREEN TAG ATTESTATION AN BILL OF SALE
("Sellet') hereby sells, trsfers and delivers to PacifiCorp the Grn Tag
(including all Environmenta Attbutes and Gren Tag Reporng Rights) associate with the generaon of Net
Ouut under the Power Purchase Agrement (Renewable Energy) betn Seller and PacifCorp dated
r 1 (the "PP AU), as described below, in the amount of one Gren Tag for each megawatt hour
genered. Defined term (as indicated by initial caitization) used in ths Green Tag Atteston and Bil of
Sale shall have the meang set fort in the PP A.
Facilty name and location: Fuel Type: Wind
Capacity (M): _ MW Operational Date:
Energy Admin. il no.:
Dates MWh generated
Seller fuer attests, warants and represents, under penalty of perjur, as follows:
i) to the best of its knowledge, the information provided herin is tre and correc;
ü) its sale to PacifiCorp is its one and only sale of the Green Tags and associated Environmenta
Attibutes referenced herein;
ii) the Facilty generated Output is th amount indicat above; and
iv) to the best of Seller's knowledge, each of the Green Tags and Envirnmenta Attibutes
associated with the Facilit's Ouut ar being sold to Buyer.
This Green Tag Attestion and Bil of Sale ~nfirms, in accordance with the PP A, the trfer from Seller to
PacifCorp of all of Seller's right, title and interest in and to the Green Tags (including Green Tag Reportng
Rights and Environmenta Attributes), as set fort above.
Exh. 4.7(A) - i
Ce Crk wm IL-F Pi
Seller's Contact Person: r 1
WITSS MY HAND,
a
By
Its
Date:
This Attstation may be disclosed by Seller and PacifiCorp to others, including the Center for Reource
Solutions and the public utiity commissions having jurisdiction over PacifiCorp, to substatiate and verify the
accurcy ofPacfiCorp's advertising and public communicaton clai, as well as in PacifiCorp's advertsing
and other public communications.
Ex. 4.7(A). 2
CeOek Wì UC-Flì~
EXHBIT 4.7(ß)
QUALIFD REPORTING ENTITY SERVICES AGREEMENT
C & T Master vL.l; 071411
Ths Qualified Reportg Entity Servces Agreement (ths "Agreement") is ente into by and between
PacifiCorp ("PacifiCorp") and ("Coutterpar"; PacifiCorp and Counterpar may be referrd
to individually herin as "Par" and collecvely as "Pares") as of , with refeence to the
following:
WHAS, Counterpar represents to PacifiCorp that it owns or otherise has the rights to all or par of the
non-energy attrbutes of the generation frm tht certn electrc generation facilty more paricularly described
on Exhibit A hereto (the "Facilty"), or other rights respecting the Facilty itself enabling it to lawfuly enter
hereinto; and
WHAS, The Wester Renewable Electcity Generaion Infrmation Systm ("WRGIS") is a system
trkig quatities of renewable energy generation generated by electric generatig facilties in the nature of the
Facilty, as a Facility puruat to WRGIS Terms of Use ("TOU"); and
WHAS, WRGIS rees tht eah Facilty have a designate Quified Reporting Entity; and
WHREAS, Counerpar is an Account Holder in WRGIS and wishes to register the Facilty with WREGIS;
and
WHAS, Counrpar wishes to retai PacifCorp to act as its WRGIS-defied Quaified Reportng Entity
("QRE") for the Facilty;
NOW THREFORE, in considertion of the mutl promises herein contaned, the Paries agre as follows:
i. Definitions; Rules of Constrction.
i. i Initially capitaize term used and not otherwse defined herin are defied in the in the Operaing
Rules or in Attachment 1 Defiitions of the WRGIS TOU.
1.2 "Afliate" mean, with respect to any entit, each entity that directly or indirtly contrls, is
contrlled by, or is under common contrl with such designate entity, with "control" meanng the possession,
directly or indirly, of the power to dirct maagement and policies, wheter through the ownership of votig
securties or by contrct or otherise. Notwthstading the foregoing, with respec to PacifCorp, Affliate shall
only include MidAmerica Energy Holdings Company and its dirct, wholly owned subsidiares.
1.3 "Business Day" mean a day of the week other th Satuday, Sunday, or a federal holiday.
1.4 "Electrc System Authority" mea each ofNEC, WECC, WRGIS, an RTO, a regional or sub-
regiona reliabilty council or authority, and any other simiar council, corporaion, orgation or body of
recognze standing with respect to the operaions of the electc system in the WECC region.
1. "PEC" mea the Federal Energy R.eguatry Comms.sion.
1.6 "Geeration hiteronnection Agreemen" means the agreement entered into separtely between
Counterpar and hiterconnection Prder conceing the Intennection Facilties.
1.7 "Facilty" is defined in the Preable.
1. "Inteconnecon Facilties" mean all the facilties instaled, or to be inled, for the purøse of
interconnecting the Facilty to the Systm, including electical trsmission lines, upgres, trsformers and
associated equìpment, substtions, relay and switchig equipment, and safet equipment
i.9 "Interconnection Prvider" means the FERC-regulate or Unite States Deparent of Energy entity
with whom the Facilty ha contrted for internnection to the electrc transmission grd; in the event
Interconnection Provider is PacifiCorp, PacifiCorp would be the Interconnection Provider operatg in its
regulated transmission function, and not as the par hereto.
Exh. 4.7(B) - i
Ce Oæ Wi IL-Fiv Pi
i.O "Metering External Webpage" mea a website owned and operted by PacifiCorp that PacifiCorp
may at its option, but without being obligate to do so, make available and operate fur the display of all data
that will be included in the Monthly Generaion Extct File.
1.11 "Monthly Generaton Extt File" means a data file tht contains generation data from Counterpar's
Points of Metering and conforms to the charactstics and requirements set forth in the WRIS Interce
Contrl Document.
1.12 "NERC" meas the Nort American Electrc Reliabilty Corpration.
1.13 "Points of Metering" means the points at which electrc generation is measurd.
1.14 "Prudent Elecca Practices" means any of the praices, methods and acts engaged in or approved by
a significant porton of the electcal utility industr or any of the pracces, methods or act, which, in the
exerise of reasonale judgment in the light of the fa known at the time a decision is made, could have bee
expected to accomplish the desird result at the lowest reasonable cost consistent with reliabilty, safety and
expedition. Prudent Electrical Practices is not intended to be limited to the optimum practce, method or act to
the exclusion of all others, but rather to be a spect of possible practices, methods or acts.
1.15 "QRE" mean a WRGIS-defined Quified Reportng Entity.
1.16 "Renewable" is defined in section 2 of the WRGIS Oprating Rules.
1.17 "Requirements of Law" mea any applicable federal, state and local law, sttute, regulation, rue,
code or ordnance enacte, adopted, issued or promulgated by any federa, state, local or other Goverental
Authority or reguatory body (including those pertg to electcal, building, zoning, environmenta and
occupational safety and heath requiments).
1. 8 "Settement Estaton Procedures" means a calculation based on stadard utilit estiation rules
using algoriths develope and approved by PacifCorp's biling deparent.
1.19 "System" mea the electc transmission substation and trsmission or distbution fuilties owned,
operatd or maitaned by Transmission Provider, which shall include, afr consction and intalation of the
Facilty, the ciruit reinforcements, extensions, and associated termin fuilty reinfurcements or additions
requied to interconnect the Facilty, all as set fort in the Generation Interconnection Agreement
1.20 "Tar' means PacifiCorp FERC Elecc Tariff Fif Revised Volume No. 11 Pro Form Open
Access Transmission Tarff
1.21 "Tramission Provider" means the FERC-regulted or United States Deparent of Energy entity
with whom the Facilty ha contracd for electc transmission at and away from the Facilty to any point on, or
internnecton with, the electrc tranmission grd; in the event Tranmission Provider is PacifiCorp,
PacifCorp would be the Interconnection Provider operang in its regulated trsmission functon, and not as
the par hero..
1.22 "Wholesle Generaion Also Servg On-Site Loads" is defied in section 2 of the WRGIS Operati
Rules.
1.23
1.24
1.25
Rues.
1.26 "WRGIS Operating Rules" means the operg rules and requirements adopt by WRGIS,
including the TOU.
1.27 Qeneral Rules ofInretion. Unless otherwse requir by the context in which any term appears,
(a) the singular includes the plur and vice versa; (b) references to "Aricles," "Sectons," "Schedules,"
"Anexes," "Appendices" or "Exhbits" are to arcles, sections, schedules, anexes, appendices or exhibit
hereof; (c) all refereces to a parcuar entity or an electricity market price index include a reference to such
entity's or index's successors; (d) "herein," "heref' and "hereunder" refer to ths Agement as a whole; (e) all
accounti ters not specifically defied herin shall be consted in accordance with generaly accep
accounting priciples consistenty applied; (f) the masculine includes the feminine and neuter and vice versa;
"WECC" means the Westrn Eleccity Coordiatig CounciL.
"WRGIS" mean the Western Renewable Energ Generation Informtion System.
"WRGIS Cerificae" or "Certifica" means "Certficate" as defied by the WRGIS Operatig
Exh. 4.7(B) - 2
CeOæk Win UC-F"iv Pin
(g) "including" means "including, without limitaion" or "including, but not limited to"; (h) all references to a
parcular law or state mea tht law or statute as amended frm tie to time; and (i) the word "or" is not
necessarily exclusive.
1.28 Interpretation wi FEC Orders. Each Par conduct and shall conduct its operations in a maner
intended to comply with FERC Order No. 717, Stadards of Conduct for Tramission Providers, requiring the
separon of its trission and merchant functons. Morever, the Pares acknwledge that eah of
Tranmission Providets and Interconnecton Prvider's trsmission fucton offers tranmission serice on its
system in a maner intended to comply with FERC policies and requirements relating to the provision of open-
access trsmission servce. Counterar ages to conduct itself and operate the Facilty in accordance with
all Requirements of Law, all requirements of all applicable Electc System Authorities, and all reuiments of
the Interconnection Agrment.
1.28.1 Counterpar agrees to enter int the Genertion Interconnection Agreement with the Interconnection
Provider. The Generaion Interconnecon Agrement shall be a separate and fre standing contrct and the
tenns hereof ar not binding upon the Interconnection Prvider or Trasmission Provider, although both are
express thir par beneficiaries hereof.
1.28.2 Notwthstading any other provision in this Agrement, noth in the Generation Intercnnecon
Agrment, nor any other agment beten Counterpar on the one hand and Tranmission Provider or
Intercnnecon Prvider on the other hand, nor any alleged event of defat thereunder, shal alter or modifY
the Pares' rights, duties, and obligaion hereunder. Likewise, nothng herein or connected with the
perfrmce by PacifiCorp hereof shall affect or impa the rights of Interconnection Provider or Trami~sion
Provider, under the Interonnecton Agrement or otherse. Ths Agrement shal not be consted to creat
any rights between Counterpar an the Intennecion Provider or between Counterpar and theTrasmission Provider. '
1.28.3 Counterpar expressly recgnizs that, for purses herof, the Interconnection Provider and
Tranmission Provider each shall be deemed to be a separe entity and separate contrng par from
PacifiCorp wheter or not the Genertion Interconnection Agrment is entered into with Intennection
Prvider or an afliate therof. Counterar acknowledges tht PacifiCorp, acti in its merhant capacity
fucton lI purhaer hereunder, has no reponsibilty for or contrl over Interconnection Provider or
Trasmission Provider, and is not liable for any breach of agrement or duty by Intercnnecton Prvider or
Transmission Provider. Nothing in ths Agreement shal opere to diminsh, nor shal this Agreement extnd
to, Interconnecton Provider or Transmission Prvider's use, retention, or disclosure of Counterar or Facility
information (includig informaton with the scope of this Agreement) in connecton with PacfiCorp
operating in its trsmission fucton, including its cag out of its obligatons and business pracces as a
Balancin Authority or acivities underten pursuant to the Tar
II. Term and Termination.
2.1 This Agrement shall be effective upon execution by the Pares and shall continue in effect until such
time as either Par, upon providing 60 days writtn notice to the other Par, chooses to terminate. PacifiCorp
may initiate any regulatory proceedings it deems appropriate to termnate this Agrment pnor to the
effctiveness of such termnation. Notwthtading the foregoing, (a) Counterpar may tenninate this
Agreement upon an event of default by PacifiCorp ifPacifiCorp does not cure such event of default withn 10
days of wrtten notice; (b) PacifiCorp may tennmate ths Agreement upon an event of default by Counter
if Counterpar does not cue such event of defalt within 10 days of writtn notice, (c) PacifiCorp may
terminate this Ageement if the Facilty fails to meet the reuiments of Secton 3.1 hereof and such falure is
not cured within 30 days; and (d) Either Par may tenninate this Agrement immediatly upon notice to the
other if Counterpar or the Facilty fail to coinply with Secon 1.28. This Agrement may als be tenninated
as otherwise set forth herein.
III. QRE Services.
3.1 ORE Services. PacifiCorp will, on the terms set fort herin serve as a QRE for the Facilty so long
as the Facilty meets the definition of Renewable, is withn the metered bounares of both PacifiCorp's
Balancing Authority and is equipped with either: (i) Transmission Provider or Interconnection Provider (as
Exh. 4.7(B) - 3
Cet Ot Win UC-Fiv Pi
applicable) owned and operated meters; or (2) meters that meet the Interconnection Providets requirements and
(3) meet all applicable WREGIS requirements.
3.2 Compensaton to Pacifirp. In exchage for the servces performed by PacifiCorp hereunder,
Counterpar shall pay PacifiCorp as follows: Counterpar shl pay PacifiCorp a one-time initial setup fee of
$280, which shall be due upon execution of this Agreement. The Counterpar shall pay PacifiCorp a monthly
reporting fee of $50 per generating unt for which PacifiCorp report outut to WRGIS, provided that
PacifiCorp may, in its discron, assess and biI for all fees due hereunder on an anual, raer th monthy,
basis. Oter than the initial setup fee, which shall be due in advance, all other fees due hereunder shall be due
withn ten days ofPacifiCorp's issuance of an invoice for such fees. PacifiCorp wil review cost associated
with this serice on an annua basis, and may make necessar adjustment to the monthly reportng fee charged
herein. Any change in the monthy reporting fee wil become effective only aftr a miimum th (30) days
prior wrn notice to Counterpar. In the event WRGIS, WECC, or any other entity with the abilty or
jursdiction to modify the QRE reporting process requires a change that materially increases the cost to
PacifiCorp of providing QRE serces, PacifiCorp may pass those costs to the Counterpary by increasing the
monthly reportng fee. PacifiCorp will us best effort to provide Counterpar with prior notice before biling
Counterpar for such increased costs. The fee set fort herein relate to PacifiCorp servng as a QRE for
Countear puruat to the term of ths Agrement. The necesar metering is a prerequisite for this service
and is not covere in the fees described above.
3.3 Points of Meterig. The Points of Meteing that PacifiCorp will use ar set forth in Exhibit A.
Counterpar cerfies that all Points of Metrig list in Exhbit A measure data only from Facilty that meet
the definition of Renewable. Counterpar shall notify PacifiCorp at least thirty (30) Business Days prior to
mag any proposed material chages to the Points of Meterg. Following such notification, the Paries will
decide wheter such changes ar mutually acceptale. If such changes ar not acceptale to PacifiCorp,
PacifiCorp may tenninate ths Agreement.
3.4 Expens. Except as otherwse provided in the Interconnection Agrement (and in such case, only vis-
à-vis Interconnection Provider), Counterpar shall bear all cost and expnses, including those incured by
PacifiCorp, relating to all meterng or other equipment intaled to acmmodate Counterar's Facilty.
3.5 Reportin. Counterpar herby grts to PacifCorp sole and exclusive perssion and autority to
report Data and Outut to WRGIS and warants and represents that neither Counterpar nor any other persn
or entity actng on behalf of Counterpar ha grted, or will heaf grt durg the tenn herf any similar
data reportg autority or pennission to any oter QRE or WREGIS Accunt Holder or to any other par or
Agent for use in WRGIS, or any other energ tracking system, for the Facilty. As a prendition for
PacifiCorp to be able to perfrm hereunder, Counterpar shall submit Counterpar's Outut dat to PacifiCor
by allowig PacifCorp to collect such data at the Points of Meteg, and report such data in the maier set
fort herein.
3.5.i Monthy Generaon Extct File. Once a month PacifiCorp shal submi a Monthy Generation
Ex File to WREGIS on Counterpar's behalf, which will confonn to the chacteritics and dat
reuiements set fort in the WRGIS Interfce Contrl Document.
3.5.2 Reportng Cyc!e. PacifiCorp shal submit the Monthly Generation Ext File to WRGIS no sooner
th the las business day of each month for data collected durg the previous month, Or previous porton of
mönth. PacifiCorp shall submit such data no later th the end of the calendar month followig the end date of
the output being reported.
3.5.3 Verificaion. Should PacifCorp choose at its option to opere and make available a Metering
Extern Webpage, PacifiCorp may in its reasnably exercised discretion grt Countear access for
Counterpar to verify such informaton as precribed by PacifiCorp from tie to tie, and to timely noti
PacifiCorp in writing of any errrs Counterpar detects.
3.5.4 Agjusent§. Aftr PacifiCorp submits the Monthly Generation Extt File to WRGIS, any
inormtion contained in the Monthy Generaon Ext File shall be fmal for purposes of WRIS reportng,
subject only to the adjustment procedur set fort in the WRGIS Operaing Rules, which shal be
Counterpar's ~sponsibilty to implement if necessar.
3.6 Obligatons ofCountetar. Counterpar shal report and provide to PacifCorp accur and
complete generation Data and Ouut information for the Facilty. Countear sha send the Data and other
Exh. 4.7(B) - 4
Ce Oæ Wur UC-Fiv Pi
Outut Informtion in a format and in compliance with any protocls which PacifiCoip may specify to
Counterar. Counterpar has a continuing dut to immediately notify PacifiCorp, if and when any
generation Data or Output information has been sent in errr or ceases to be trthful, accurte, or complet and
to supply the corrected data as soon as practca, but not late than five (5) Business Days frm the date
Counterpar discover that discrepancy in the Data or Output inormation.
3.7 WRGIS Fees. Counterpar is solely responsible for the payment diectly to WRGIS of any and all
WRGIS fees and costs that ar reuir to registe Counterar's Facilit and, to the extent the Generator
Owner is a WRGIS Aecount Holder, Counterpar is responsible for the payment directy to WRGIS of all
other WREGIS fees incident to the reportng of Genertor Dat and Output to WROIS. Counterpar
acknowledges and ages tht PacifiCorp shall have no obligation to advance or make payment ofWRGIS
fees or costs on Counterpar's behalf. Upon request by PacifiCorp mae ifPacifiCorp ha received such a
request frm WREGIS or any regulator or thir par, Counterpar shal provide PacifiCorp with evidence of
payment ofWRGIS fees and costs; falur to provide such information to PacifiCorp, upon request, shall
constitute an event of default under this Agrement.
3.8 WRGIS Accoun. Counterpar will be solely responsible to make argements and registrons
and for entering into any such agments that ar necessa to estblish tranfer of Certficates dirctly to
proper Accounts or Subaccounts of Counterpar. Counterpar ages that such argements shal preclude
the nee for PacifiCorp to act as custodian of such Certificaes or to be responsible in any way to hold such
Certficates in any Account or Subaccount ofPacifiCorp or bear any reponsibilty, possession, obligation, or
nsk of loss with respect to Certficates crated, held, or owned, with respec to the Facilty. Counterar
acknowledges that pursuat to section 11 of the WRGIS TOU, any generation data tht PacifiCor, actig as
a QRE, provides to WRGIS shal reside in WRGIS and Countear will have no control over such data's
use other th that provided for under the WRGIS TOU.
3.9 Obligaions ofPaçifiCoip. PacifiCorp shall specify for Counterpar the prtools, reprtng
fruency, data fie formats, and communicaon protocols for reportg generating Dat, or Outut as
necessa. PàCifCorp shal timely report to WRGIS Counterpar Data and/or Output informon as
specified in the most curt WREGIS Inteac Contl Document (ICD). PacifiCorp shal not use or disclose
Counterpar generation Dat for any other purose than report the Data to WRGIS, except as may be
required by law, the Public Utilty Commssion of Oregon, any other stat, federal, municipal or other
regulator or governental authonty with jundicton over PacifiCorp or any of its assets, or a cour of
competent jurisdicton or as required under the ten of an existig agement beteen the Pares. PacifiCorp
shal not use Generaor Ower generaion Dat for any other purse. Notwthstandig the foregoing,
PacifiCorp shall not be respnsible for handlg, account administration, trfer, evidence of, or any
detination of Counterpar Certificate ownerhip or any oter obligations for Certificates ofCounteary
with regard to Certificates; and Counterpar shall bea all responsibili for such handling, account
adinstrtion, evidence of, or any determination of Counterar Certficate ownership and all other
obligations pertinig to creation and ownership of such Cerificates.
3.10 Measurement.
3.10.1 Met Dat. Counterar authonzes PacifiCorp's metering serces organtion to provide
'Counterpar's meter data diry to WRGIS in the form of the Monthy Generation Extact File.
Counterpar authorizs PacifiCorp to gaer daa frm the Points of Metering liste in Exhbit A. Al suchdata is considered data which Counterpar has created and submitted to PacfiCorp, notwthstading that
PacìfiCorp, raher than Counterpar will gather it.
3.10.2 Wholesale Generaion Also Servng On-Site Loadi. IfCounterar has any Wholesale Generation
Also Seiving On-Site Loads (as defied in Arcle One abve), such Facilty will need to have the on-site load
generation metered (and registered) separately from the generation tht is supplied to the grd, in acrdce
with the WREGIS Operating Rules. Oterwise, PacifiCorp will not report any data frm such Facilty. Ifsuch
Facilty exist, they must be specifed in Exhbit A.
3.10.3 Estimates. When meter rengs ar not available due to mete hardwae falur or dat tht is
deterined to be invalid due to meter malfuction or caibration or confgution err, to the extnt deemed byPacifiCorp to be appropriate and permitted pursua to WRGIS TOU, PacifiCorp wil, if possible, rely on
readings from redundant meters whether such meters are PacifiCorp owned or not. If readigs frm reundat
Exh. 4.7(B). 5
CediCr Wtn UC-FPi
meter are not possible, PacifiCorp wil estimate and report meter daa accrding to PacifiCorp's Setlement
Estimation Procedures.
3.10.4 Responsibilty. Counrpar is solely responsible for the data creaed and submittd to PacifiCorp,
acing as a QRE, to forward to WRGIS.
3.11 Regulatoi; Requirements. PacifiCorp may release information provided by Counterar hereunder,
or gatered by PacifiCorp in connection herewith, to comply with any regulatory requirements applicable to
PacifiCorp or if requested by a PacifiCorp regulator or if required by any other federa Jawor cour order.
Counterpar waives all applicable provisions of the Tarff which requir PacifiCorp to hold confidential
information with respec to the Generator Owner and the Facilty, to the extent necessar for PacifiCorp to
report as a QRE, generation Data and Output regarding the Generaton Unites) and to car out PacifiCorp's
obligations undertbs Agreement. Ths provision shal surve any termion of this Agrement.
3.12 Grant by Counterpar. Counterpar hereby grants to, permts, and authrize PacifiCorp the
following:
3.12.1 PàcifiCorp is herby autorid to communcae and tranac wi WREGIS as Counterpar's sole and
exclusive reporting source of generon data for the Facilty, and WRGIS is hereby authori to
communicate and trac directly with PacifiCorp regarding any generation dat issues for the Facilty.
PacifiCorp is hereby authrized to ac on behalf ofCounterpar, but only to the extnt tha PacifiCorp has
lawfl, contrtual access to WREGIS.
3.122 PacifiCorp is hereby authorized to provide WREGIS with all generation data for the Facilty that
WRGIS requires, includig, but not limited to, dat require for preparaton of required report and biling.
3.12.3 PacifiCorp is autorid to undere al actions which are reasnable and necessar to car out the
obligations set fort in the subsections above.
3.12.4 Counterpar retais all other righ and responsibilties and all other obligations to WRGIS.
iv. Indemnity and Hold Harless by Counteipart.
4.1 Indemnity. To the extt permitt by Requiments of Law, Counerpar hereby indemnifies and
ags to hold PacifiCorp~ its offcers, employees, agents, or representatives, haess for any and all liabilty
that is in any way associated with PacfiCorp's perormance hereunder. This includes liabilty arsing frm: the
data contaned in the Monthly Generation Exac File, or any oter financial injur, or damage to persons or
proper. Without limiting the geeraity of the foregoing:
4.1. Waiver of Causes of Actn and Claims for Damages. Counterpar herby waives any and all causes
of acton arsing under or in respect to this Agrment, whether in contrct, tort or any other legal or equitable
theory (including strict liabilty) against PacitiCorp. In no event shall PacifiCorp be liable to Countear its
board of dirtors, employees, agents, or representatives for any demads, direct cost, lost or prospective
profits or any other losses, liabilties or expenes, wheter special, puntive, exemplar, consequential,
incidenta, or indirect in natue, that are in any way assoated with PacifiCorp's performance of the QRE
fucton or oterwise under or in respect of this Agreement.
4.2 Indemnity by Counterpar. Counterpar shall releae, indemnify and hold haless PacifiCorp, its
Afliats, and eah ofits and their respective directrs, offcer, employees, agent, and representatives
(collectively, the "PacifiCorp Indemnities") agai and frm any and all losses, fies, penaties, claims,
demands, damags, liabilties, actons or suits of any natu whatsever (including legal costs and atomey's
fees, both at trial and on appea, whether or not suit is brough) (collectvely, "Liabilties") resulting frm, or
arsing out of, or in any way connected with the perfomiiice by Counterpar ofits obligations hereunder, or
relating to the Facilty, for or on account of (i) injur, bodily or otherwse, to, or deat ofo or (ii) for damage to,
or desction or economic loss of proper ofo any person or enti, excepting only to the extnt such Liabilties
as may be caused by the gross negligence or willfu misconduct of any person or entity with the PacifiCorp
Indemnities.
4.3 NOTWITSTANING AN OTH PROVISION OF THS AGREEMNT, COUNARTY
ASSUMS FULL RESPONSIBILITY AN RISK OF LOSS RESULTIG FROM (1) TI FAIUR TO
SEND DATA IN A FORMT SPECIFIED BY PACIFICORP, (2) TH FAIUR TO USE PROTOCLS
SPECIFIE BY PACIFICORP OR (3) TH SENING OF ERRONEOUS, UNUTIUL, INACCURTE,
Exh. 4.7(B) - 6
Ce Cr Win IJ-Fiv Pi
AN/OR INCOMPLETE GENETING DATA TO PACIFICORP OR TH SENING OF ERONEOUS,
UNUTH, INACCURATE, AND/OR INCOMPLETE DATA BY PACIFICORP TO WRGIS. IN NO
EVENT SHA PACIFICORP BE LIALE FOR ANY CONSEQUE, INCIENTAL, SPECIAL,
EXELARY, OR OTHR INIRCT LOSS OR DAMAGES RESULTIG FROM AN BREAæ OF
THS AGREEME, WHTHR CAUSED BY TH NEGLIGENCE OR INONAL ACTIONS OF
PACIFICORP (AN/OR ITS CONTCTORS, AGENS, AN EMLOYES), REGARLESS OF
WHTHER SUCH CLAI FOR DAMGES is BASED IN CONTCT, TORT, STRCT LIAILITY OR
OTHWISE. IN NO EVENT SHAL PACIFICORP BE LIABLE FOR AN LOSS OR HA
SUFERE BY COUNARTY OR AN TH PARTY DUE TO AN ACTION OR INACTION BY
PACIFICORP TAKN HEREUNER THT CAUSES A FACILITY TO LOSE AlY CREENTS,
REGISTRTION OR QUALIFICATION UNER TH REW ABLE PORTFOLIO STANAR OR
SIMAR LA W OF AN STATE OR OTH JUSDICTION.
4.4 PACIFICORP WIL NOT BE RESPONSIBLE FOR AN DAMGES RESULTIG FROM
ECONOMIC WSS, WSS OF USE, LOSS OF DATA, LOSS OF BUSINSS, LOSS OF PROFIT, LOSS OF
PRODUCTION TAX CREDITS, LOSS OF SAVIGS OR REVENU, LOSS OF GOODWli, TH
CLAIS OF THI PARTIES (INCLUDING CUSTOMERS AN SHAHOLDERS OR OTHR
EQUlrv OWNRS), PERONAL INJUS OR PROPERTY DAMGES SUSTAID BY TH
COUNARTY OR ANY TI PARTfS, EVE IF PACIFICORP HAS BEE NOTIFIED BY
COUNRPARTY CORBY AN TI PARTY OF SUCH DAMAGES.
4.5 PACIFICORP DISCLAIS AN LIAILITY FOR AN COUN ARTY WAIS ANY
CLAI FOR LOSS OR DAMGE RESULTING FROM ERRORS, OMISSIONS, OR OTHR
INACCURCIES IN AN PART OF WRGIS OR TH REPORTS, æRTIFICATES OR OTH
INORMTION COMPILD OR PRODUCED BY AND FROM OR INUT INO WREGIS USING
COUNRPARTY SUPPLIE GENETION DATA, WHTH OR NOT SUCH ERRORS,
OMISSIONS OR INACCUCIES AR DUE TO ERRONEOUS, UNTRUmF, INCOMPLETE, OR
INACCURTE INORMATION INUT BY PACIICORP INO WRGIS.
4.6 COUNERARTY HEBY REASES PACIFCORP AND AN OF ITS CONTCTORS,
AGENTS, AN EMPLOYEES FROM ANY AN AL LIAILITY WIT RESPECT TO DAMGES OR
INRJRS INCURD BY GENERATOR OWNR AS RELATES TO TH FOREGOING, EXCLUDING
AN ARSING AS A RESULT OF TORTIOUS AN INNTONALLY KNOWIG OR RECKLSS
CONDUCT BY PACIICORP.
4.7 COUNTERP ARTY ACKNOWLEDGES AN AGRES THT, IN TH EVE OF BREACH OF
THS CONTCT OR AN OTHER ACTON RESULTIG IN LOSS OR POT LOSS OR
DAMGE TO COUNARTY, TH SOLE RECOURE TO GENERATOR/OWN IS
TERMATION OF THIS AGREMENT.
4.8 Counterpar agrees to defend, indemnifY, and hold harless PacifiCorp and its dirctors, offcer,
employees, and agents from and against any and all claims (including th-par claims); causes of action,
whether in contact, tort, or any other legal theory (including strct liabilty); demands; damages; costs;
liabilties,; losses and expenses (including reasonable atrney's fee and court costs) of any natue whatsoever,
whenever arsing, arsing out o~ resulting frm, atibutble to, or related to Counterar genon Data our
Outpt for: any inaccuracy, err, or delay in or omission of (i) any Data infomition, or servce, or (ii) the
tranmission or delivery of any Data, information, or servce; any interrption of any such Dat Outut,
informaton, or service (whether or not caued by PacifiCorp); or any financial, business, commercial, or other
judgment, decision, act, or omission made by any person or entity based upon or related to the informtion.
4.9 Interconnection. Counterpar shal have no claims herunder againt PacifCoIp, acting in its
merchant fuction capacity, with respect to any requirements imposed by or damge caused by (or allegedly
caused by) act or omissions of the Trasmission Provider or Interconnection Prvider, in connecon with the
Generaion Inteconnection Agrement or otherwise. Countear shall defend, indemnifY and hold
PacifCorp haless agaist any liabilty arsing due to Counterpar's perormce or failur to perorm under
the Generation Interconnection Agrement. Counterpary's failur to obtan, or perrm under, the Generation
Intercnnection Agreeent, or its other contr and obligatons to, Tranmission Provider or Interconnection
Provider is not a Force Majeue.
Exh. 4.7(B)-7
Ce Oek Wiw LL-FivPi
4.10 THS ARTICL SHAL SURVI AN lERMATION OF TIS AGREEM, WHR
SUCH TERMATION is BY PACIFICORP OR COUNRPARTY, AN WHTH OR NOT SUCH
TERMATION IS ON ACCOUN OF A DEFAULT.
V. Furer Counteroar Obligations.
5.1 ~. Nothng herin constis a sale or purchase of energy or renewable energy certficats to Or
by PacifCorp.
5.2 PTCs. Counterpar shal bear all risks, ficial and otherwse thughout the Term, associated with
Counterpar's or the Facilty's eligibilty to reeive production ta creits ("PTCs")or qualif for acceleratd
depreciation for Counterp's accunting, reort or ta puroses.
5.3 Furter Assurances. At PacifiCorp's reuest, the Pares shall execute such documents and intrents
as may be renably requird to effect the essental intent and purose hereof.
5.4 Staon Servce. Counterp shall be reponsible for arangig and obtaning, at its sole risk and
expense, any staion service required by the Facilty.
5.5 Cas of Ownership and Operation. Without limtig the generaity of any othr provision hereo~
Counterar shall be solely responsible for paying when due (a) all costs of own and operatig the Facilty
in compliance with existing and futue Requiements of Law and the terms and conditions hereot and (b) all
taes and charges (however characerized) now existing or hereinafter imposed on or with respect to the
Facilty, its operation. or on or with respect to emissions or other envinmental impact of the Facilty,
including any such ta or charge (however charerid) to the exnt payable by a generator of such energy or
renewable energy cerüicates. '
5.6 Coordinatio wi Syste. Countear shall be responsible for the coordination and synchrnition
of the Facilty and the Interconnection Facilties with the System, and shall be solely responsible for (and shall
defend and hold PacfiCorp haess agait) any damage that may occur as a dirct result of Counterpar's
breach of the Generation Inrcnnecton Agrment.
5.7 Dat Request. Counterpar shal, prmptly upon writtn request frm PacifiCorp, provide PacifiCorp
with data reaonably requird for information requests frm any Governmenta Autrities, stte or federal
agency intervener or any other par achievin intervenor stat in any PacifCorp rae procing or other
proceeding before any governmenta authori. Counterpar shall use best effrt to provide thi information
to PacifiCorp sufciently in advance to enable PacifiCorp to review it and meet any submission dealines.
5.8 Additional Information. Counterpar sha provide to PacifiCorp such other informtion respectng
Counterpar or the Facilty as PacifiCorp may, frm time to time, reasnably request.
5.9 No Dedicatin. Nothing herein shall be constred to create any duty to, any stdad of cae with
refence to, or any liabilty to any person not a Par her. No undertaking by one Part to the other under
any prvision herof shall constte the dedication ofPacifCorp's failties or any porton thereof to
Countear or to the public, nor afect the status ofPacifCorp as an independent public utility corporaton or
Counterpar as an independent individual or entity.
5.10 Requied Policies and Coveraes. Without limiting any liabilties or any oter obligaions of
Countear hereunder, Counterpar shall secure and contiuously car with an insurance company or
companes raed not lower th "B+" by the A.M. Best Company the insurance coverage specifed in the
Generation Intercnnection Agreement.
VI. Representations and Warrties.
6.1 Mutual Rmresentations and Warties. Each Par represents and wats to the other that (i) it is
duly organzed and validly existing under the laws of the jurisicton of its incorporation or orgaizon; (ii) it
has the corporae, governmen and other legal capacity and authority to enter hereinto and to perform its
obligatons hereunder; (iü) such execution and performance do not violate or confict with any law, order or
agement applicable to it, (iv) it has all goverenta and other autrions tht are reuire to have beenobtaed or submitt by it with respect heret, and they are in ful force and effec; (v) its obligatons
hereunder are vald, binding and enforceable in accordance with their tes (subjec to banptc or similar
laws afecg creditors' rights generly); and (vi) no Event of Default, or event which with notice and/or lapse
Ex. 4.7(B) - 8
Ceá (: Win I.-Fiv Pi
of tie would constitute such an Event of Default, has ocured and is contiuing or would occur as a reult of
its entering into or performng its obligations hereunder.
6.2 Representations and Wartis ofCountemar. Counterpar hereby represents and warrats to
PacifiCorp: (i) it is not relying upon any representations ofPacifiCorp other than those expressly set forth
herein; (ii) it has entred herinto with a ful undernding of the mateal terms and risks of the same, and it is
capable of assuming those risks; (il) it has made its tring and invesent decisions based upon its own
judgment and any advice frm such advisors as it has deemed necessar an not in reliance upon any view
exressed by PacifiCorp; (iv) it has not received frm PacifiCorpany assuraces or promises regaing any
finacial results or benefits hereunder; (v) servce hereunder is not a utility service within the meanng of
Secton 466 of the United States Banptcy Code; and (vi) Counterpar holds legal title to the Facilty or
oterise holds the legal right to cause the Facilty to enter ino ths Agrement.
VII. Financial Responsibilty.
7.1 Adequate ASSUraces. Without limitig PacifiCorp's rights uner Arcle VLL hereof. ifCounterar
ha faled to mae a timely payment hereunder, and PacifiCorp has reaonable grounds for insecity regarding
the performce of any obligation of Counterpar hereunder (wheter or not then due), PacifiCorp may
demand Adequate Assurances of Performance. "Adequat Assuraces of Perfrmance" means suffcient
security in the form, amount, by an issuer or guar, and for the term reasonably acceptable to PacifiCorp,
including, but not limite to, cash, a standby irrevocble letter of credit, a prpayment, a security interèt in
governen securties, an asset or a perfonnance bond or guaranty. Such Adequate Assurances of Perfrmance
shl be provided withn thee business days afr a wrttn demad is made by PacifiCorp.
VIII. Events of Default: Remedies.
8.1 Event of Default. "Event 9fDefault" mea, with respec to a Par (the "Defaulting Par"):
8. i.1 the failur to render when due any payment or performce hereunder, if such failur is not remedied
withn five days af wrtten notice;
8. i.2 the failure to timely provide adequate asurances required pursuant to Arcle VI herf;
8. i .3 any such Part's representation or waranty proves to have been incorrec or misleading in any material
respect when made;
8. i .4 the failure to perform any other covenant set fort herein if such failure is not reinedied within five
days after writtn notice; \
8.1.5 its banptcy, if adequae assurces acceptble to PacifCor and approved by the Bankrptcy Cour
ar not provided;
8.1.6 the expirtion or teination of any credit support of Counterpar's obligaions hereunder (other th
in acrdance with its tenns) prior to the satisfation of all obligatons of Counterpar wiout the wrttn
consent ofPacifiCorp; or
8.1.7 In the case ofCounterpar:
8. i .7. i Countear fails to report genertion Dat or Output inonnaton to PacifiCorp for the Facilty or
Counterparfails to send the dat in a form and use the protocols specified by PacifiCorp as detered by
PacifCorp to be required to meet the reuiements of the WRGIS Operg Rules;
8.1.7.2 Counterpar is delinquent in payment to WRGIS of any WRGIS fees for registration or
maintenance of Accounts or Subaccounts, which payment impairs the abilty ofPacifiCorp to report Generator
Dat Output or other infonnation to WRGIS regaring the Facilty, which delinquency continues for a perod
of thir (30) days;
8.1.7.3 Counterpar fails to comply wit a request by PacifiCorp to provide evidence of payment of
WRGIS fee pertg to the Facilty; or
8.1.7.4 Countear knwingy or intentionally fasifies or misrepresents any Dat Output infonnation, or
other informtion required by WRGIS.
Exh. 4.7(B) - 9
Ce Cr lJ UC..ivPi
8.2 Remedies Upn Event of Default. In the Event of Default by a Par and for so long as the Event öf
Default is continuing, the non-defaultig Par (the "Performing Par") shall have the right to do any or all of
the following: (1) upon tw business days' wrtten notice to the Defaulting Par, termate ths Agrement; (2)
withold any payments or performance due in respect of this Agrement; and (3) exercise such other remedies
as may be available at law or in equity or as othere provided for herein to the extnt such remedies have not
been otherise waived or limited puruat to the terms hereof.
8.3 Setff. If an Event of Default occurs, the Performing Par may, at its election, set off any or all
amounts which the Defaulting Par owes to it or any Affliate of the Performng Par (whether under this
Agrement or otherwise and whether or not then due) agast any or all amounts which it or any Afliate oftle
Performing Par owes to the Defaulting Par (whether under ths Agreement 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 Pars receipt of the Performing Par's wrttn termintion
notice setng forth the termination payment due.
8.5 Limitation ofLiabilty. TI EXPRESS REMEDIES AN MEASURS OF DAMAGES
PROVIED HEREIN SATISFY TH ESSENTAL PUROSES HEOF. FOR BREACH OF AN
PROVISION FOR WHCH AN EXPRESS REDY OR MEASUR OF DAMGE is PROVIED, sum
REY OR MEASUR SHAL BE TH SOLE AN EXCLUSIV REY THOR. LIABILITY
TIT HAS NOT BEEN OTIWISE EXCLUDED PURUANT TO TH TE HEOF SHA 13E
LIMTE TO DIR ACTAL DAMGES ONLY AS TH SOLE AN EXCLUSIVE REY.
EXCEPT AS OTIWISE SPECIFCALLY SET FORTH HEIN, NO PARTY SHA BE REQUID
TO PAY OR BE LIALE FOR SPECIAL, CONSEQUE INCIDENAL, PUNTNE, EXEMPLAY,
OR INDIRCT DAMGES, LOST PROFIT OR BUSINSS INTERRUPTION DAMAGES, BY STATUTE,
IN TORT, CONTRCT OR OTIRWISE.
8.6 Surival. Ths Arcle surives the expiration or ternation hereof.
IX. Force Majeure.
9.1 Except with regard to a Par's obligaton to make payments hereunder, in the event either Par here
is rendered unable, wholly or in par by Fore Majeure to car out its obligations with respec here, th
upon such Par's (the "Claimig Par") giving notice and ful pariculars of such Force Majeur as soon as
reasably possible afr the occuence of the cause relied upon, such notice to be confrmed in wrng or by
facsimile to the other Par, then the obligation of the Claiing Par shall, to the extnt they are afec by
such Force Majeure, be suspended durng the continuance of said inailty, but for no longer perod, and the
Claiming Par shall not be liable to the other Par for, or on acunt of, any loss, dame, injury or exnse
resulting frm, or arsing out of such event of Force Majeue. The Par reciving such notice of Force
Majeure shall have until the end of the Business Day follo\\ing such receipt to notify the Claig Par that it
objec to or disputes the existence of an event of Force Majeur. "Force Majeure" means an event or
circumstance which prevents one Par from perforing its obligations hereunder, which event or circumstance
was not anticipated, which is not within the reasonable contol of, or the reult of the negligence of, the
Claiing Par, and which, by the exercise of due dilgence, the Claiming Par is unable to overcome or avoid
or caue to be avoided. Counterar's falur to obta, or perform under, the Generation Interconnecon
Agrement, or its other contracts and obligations to, Tramission Provider or Intercnnection Provider is not a
Force Majeure.
9.2 Force Majeure Does Not Affect Oter Obligatjons. No obligations of either Pary tht arse before the
Force Majeure causing the suspension of perormance or tht arse after the cessaton of the Force Majeure
shall be excused by the Force Majeur.
9.3 Stnkes. Notwthtading any oter provision herof, neither Par sl;l be required to settle any
str, wakout, lockout or other labor dispute on terms which, in the sole judgment of the Par involved in the
dispute, ar contr to the Part's best interests.
x.Miscellaneous.
\,Exh. 4.7(B)-1O
CeCr~ UC-FPin
10.1 CHOICE OF LAW. Ths Agrement shall be interpreted and enforced in accordance with the laws of
the stte of Oregon, excluding any choice of law rules tht may direct the applicaton of the laws of another
jursdiction.
10.2 Restriction on Assignments. Neither Par may assign this Agrment or any of its rights or
obligations herunder without the prior wrtten consent of the other Par, which consent shall not be
unreasonably witheld. Any purortd assignent in violation hereof shall be void ab initio. Ths Agreement
inurs to the benefit of and is binding upon the Paries and their respective successors and permitted assigns.
10.3 Notices. AIl notices, reuest, statements or payment shall be mae to the addresses set out on the
Notices Exbit. Notices require to be in wrg shall be delivered by letter, faimile or other documenta
form. Notice by facsimile or had delivery shal be deemed to have been given when received or hand
delivere. Notice by overnight mail or courer sha be deemed to have been given on the date and time
evidenced by the delivery receipt. The Pares may change any of the persons to whom notices are addressed,
or their addrses, by providing writtn notice in accordance with ths Secton.
10.4 Entire Agrment Counteipar. This Agrement constitues the entie agreement beten the Pares
with respect to its subject matter. This Agrement may not be amended, changed, modified, or altered unless
such amendment, change, modificaton, or alteration is in writing and signed by both Pares. This Agmen
may be execute in counterp, including by telefacsimile tranmission, each of which is an Original and all of
which taen togeter constitute one and the same origin intrent. Ths Agrement completly and fully
superedes all other prior understadings or agreements, bo wrttn and ora, betn the Pares relatng to
the subject mattr hereof If any provision of ths Agreement is deterined to be invalid, void or unenforcable
by any cour of competnt jursdiction, such deterinaton shall not invalidate, void, or make unenforcable
any other provision, agreement or covenat of ths Agment, provided the basic purpses of this Agrement
and the benefits to the Paries are not substatially impai.
1 0:5 No Waiver. Waiver by a Par of any default by the other Par shall not be consted as a waiver of
any other default, nor shall any delay by a Par in the exerise of any right under this Agreement be considered
as a waver or relinquishment thereof.
10.6 ,Tsdiçtion. Any judicial action arising out of, resulting frm or in any way relating to this
Agreement shall be brought only in a state or federal cowt ofMultnomah Coun, Oregon. In the event such
judicial proeedings ar insttuted by either Par, the prevailing Par shl be entitled to awad of its costs and
attrneys' rees incurred in connection with such procedis.
10.7 Jur Trial Waiver. TI PARTIS EACH HEY IRVOCABLY WAIVE AL RIGHT TO
TR BY JUY IN AN ACTON, PROCEDING OR COUNCLAIM ARSING OUT OF OR
RELATIG HERETO, AN GRE TAGS OR TI TRNSACTONS CONTLATE HEY.
EACH PARTY FUTH W AlS ANY RIGHT TO CONSOLIDATE AN ACTON IN WHCH A JUY
TR HAS BEEN WAID WI AN OTHR ACTION IN WICH A JUY TR CANOT BE OR
HAS NOT BEEN WAIVED.
10.8 No Third Par Beneficiares. With the exception of Trasmission Provider and Interconnection
Provider, who are express thrd par beneficiares hereof, ths Agreement confer no right whaever upon
any person other th the Pares and shall not crate, or be intereted as creating, any stadar of car, duty or
liabilty to any person not a Par heret.
10.9 Relationship oftbe Parties. Nothing contaned herein shall be construed to create an association, joint
venture, trust, or parership, or impose a tr or parership covenant, obligation, or liabilty on or with regard
to anyone or more of the Pares. Each Par shall be individualy responsible for its own covenants,
obligations, and liabilties under this Agrement.
Ex. 4.7(B) - 11
CeOw Wi UC-FivPi
IN WITNSS WHREOF, the Paries have execute this Agrement by their duly authorized representatives
as of the date first above wrtten.
PacifiCorp (Counterpar )
BY:
NAM:
TITLE:
BY:
NAM:
TITLE:
Exhibit A )
Facilty and Generation Data to be sent by QRE
For Facilty enter the following infonnation:
Facilty Name and Address
Resource ID and Meter Number (Device ID) as listed on the Meter Service Agreement for
the iso Metered Entities (MSAlSOME) Schedule 1
WRGISID
Meter Points
Exh. 4.7(B) -12
ADDENDUMM
Amended and Restted Power Purchas Agreement
(InsertJ, LL-Fiv Pi
AMED AN REATE POWEPUCHAGRBEI
(ISERT NAME OF RlGELIE AFFILITE
AN
PAClCORP
Retig to Fie Pies Prjec an up to 40 MW Wind Turbine Geern Projec
a non-fuled on-ste, In Reour wi Mechaca Avaiabilit Gute,
Idao Qug Facilit
#45442 (i)
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
SECTIONS.
SECTION 6.
SECTION 7.
SECTIONS.
SECTION 9.
SECTIONlO.
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.
SECTION 24.
#45442
(I1Iertj, LL-Fiv Pi
Table of Co
DEFINITIONS............................................................... ............................... 1
TERM; COMMRCIAL OPERATION DATE........................................... 9
REPRESENATIONS AND WARNTIES .......................................... 13
DELIVRY OF POWER; AVAILABILITY GUARNTY .....................15
PURCHASE PRICES .................................................... ............................. 18
OPERATION AND CONTROL ................................................................ 20
MOTIV FORCE ........ .................................................. .............................24
GENERATION FORECASTIG COSTS................................................. 24
METERIG: REPORTS AND RECORDS ...............................................24
BILLINGS. COMPUTATIONS AN PA YMNTS.............................27
SECURIY .............................................................................................27
DEFAULTS AND REMEDIES .............................................................29
INEMNIFICATION: LIAILIT....................................................... 31
INSURCE............ .............. ............................................ .................... 32
FORCE MAJEUR ................................................................................33
SEVERAL OBLIGA TIONS...................,................................................ 33
CHOICE OF LAW.................................:........................ ....................... 34
PARTIA INALIDITy....................................................................... 34
WAIVR ................................................................................................34
GOVERNNTAL JUSDICTION AND AUTHORIATIONS .....34
SUCCESSORS AN ASSIGNS ............................................................ 34
REEWABLE ENERGY CREDITS ..... Error! Bookmark not defined.
ENTIR AGREEMENT......................................................................... 35
NOTICES................................................................................................35
(i)
(Insert). LL-P Pin
AMED AN RETATE POWE PUCH AGR
THS AMED AN RETATE POWE PURCHASE AGRE, rela to FIV
PIN, an up to 40 MW wi tuine geeron projec entere into ths _ day of (Insert Monthand Yea of Signing1 is beteen (Insert Name of Ridgeline Afliate), a Delawa limite
liilit compay (the "Seller'') and PacifCorp, an Orgon corporon acti in its merchat
fucton cait ("Pacorp"). Seller an PacifiCorp ar refe to collectively as the
"Parties" and individually as a "Part".
REAl
A Ceda Cre Wind, LLC ("CCW') and PacifCorp ente into tht cert Powe
Purha Agrent da as of Debe -J 2011 (the "Orial PPA"), purt to which CCW
ha bee grted the right to assign the Origi PPA to an afliate of Ridg line Energ, LLC.
B. CCW ha elec to exerise its right to assign th Orgil PP A to Seller, an afat
of Ridglie Ener, LLC, and puruat to the te of the Orgial PPA, efve upn suh
assignent, the Orgina PPA is to be amende and re on the tenn se fort in ths Agrent
C. Seller inds to cons own op and maita a wi facilty, includig
Seller's Interconnecton Facilties, for the genertion of electc power located in Id, wi an
ex Facilit Ca Rag of up to 40 megawa as fur describe in Exhibit A and
Exhibit B ("Facilty").
D. Seller has se rights to deliver outut fr its Facilty to PacifiCorp acss the
interconnection and other facilties as fuer descbe in Addendum L.
E. Seller intends to opera the Facility as a Quifyng Facilty, as such te is
dened in Section 1.59 below, and to sell Net Ouut to PacifiCorp in Idao.
F. Seller est th the aver anua Net Ou (b on the mamum capait
of 40 megawatt) to be deliver by the Faciity to PacifCorp is 109,011,621 kilowatt hours (kWh)
("Avere Annual Net Output) pur to the In Yea Ener Deliver Schede in Secon
4.3.1, which amoun of en PacifiCorp will include in its resource planing.
G. Seller inteds to sell an PacifiCozp inds to purha all the Net Outpt frm th
Facilty in acrdance wi the te and conditions of th Agrent
H PacifiCoip inteds to deigte Seller's Facili as a Netork Reur for the
puroses of serving Network Load.
1 Ths Agrment is a "New QF Contract" under the PacifiCoip Inter-Jursdictona
Cost Allocation Revised Protocol.
J. Seller has authorized Trasmission Prvider to release generation data to
PacifiCorp. If yes, the authorization is attched as Exhibit H.
NOW, 1HFORE, the Pares muty ag to amen and re the Orgi PPA to
re in it enti as follows:
i
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(Insert), LL-Fiv Pi
SECTION 1.DEFINITIONS
When us in ths Agren the followi tenn sh have the followig meags:
1.1 "Asbuil Supplement' shl be a supplemen to Exibit A, provided by Seller
following completion of constction of the Facilty, accurately describing the complete
Facilty.
1.2 "Availabilty" means, for any Biling Period, the ratio, expressed as a
percentage, of (x) the aggrgate sum of the tubine-minutes in which each of the Wind
Turbines at the Facilty was available to genera at the Maxmum Facilty Delivery Rate
during the Biling Period over (y) the product ofthe number of Wind Turbines tht comprise
the Facilty Capacity Rating as of Commercial Operation multiplied by the number of
minutes in such Biling Period. A Wind Turbine shall be deeed not available to operate
durg 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; unless if unavailable due solely to
(i) a default by PacifiCorp; (ii) to the extent not caused by Seller's actions, a curtilment in
accordance with Section 6.3 or (ii) insuffcient wind (including the normal amount of time
require by the generating equipment to resume operations following a period when wind
speed is below the Cut-In Wind Speed).
13 "Billng Period" meas the tie peod betee PacifiCorp's readg ofits
power purhase 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
Protecton Agency or successor adinisttor, or any state or federal entity given jurisdiction
over a program involving Green Tags or any attbute theref.
15 "Commercial Operation" means that not less than the 90% of the expected
Facilty Capait Rag is fuly opona an reliable and the Facilty is fuly inte fully
ingr, and synchr with the Sys al of whch shl be Seller's respibilty to receive
or obta, and which occurs when all of the following events (i) have occured, and (ii)
reai simultaeously tre and acur as of the da and moment on which Seller gives
PacifiCorp notice that Commercial Operation has occured:
1.5.1 PacifiCorp has received a certificate addressed to PacifiCorp frm a
Licensed Professional Engineer (a) stting the Facilty Capacity Rating of the Facilty at the
anticipated time of Commercial Operation and (b) stting that the Facilty is able to geerat
elecc power reliably in amoun reui by ths Agrent and in acrdce with all other terms
and conditions of this Agreement.
1.5.2 Sta-Up Testing of the Facilty has been completed ir accordance
with Exhibit E.
1.5.3 PacifiCorp has received a cerificate addressed to PacifiCorp frm a
Licensed Professional Engineer, an attrney in good stding in Idaho, or a lettr frm
Tramission Provider, stating that, in accordace with the Generation Intercnnection
2
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(Insert). IL-Fiv Pin
Agrement, all required interconnection facilties have been constrcted, all required
interonnection tests have been completed and the Facilty is physically intercnnected with
the System in conformance with the Generation Interconnection Agrement and able to
deliver energy consistent with the terms of this Agreement, and the Facilty is fully
integrate and synchronized with the System.
1.5.4 PacifiCorp has received a certificate addrssed to PacifiCorp from a
Licensed Professional Engineer, or an attorney in good stding in Idaho, stating that Seller
has obtaed all Required Facilty Documents and, if requested by PacifiCorp in writig,
Seller shall have provided copies of any or all such request Requird Facilty Doçuments.
1.55 Seller has complied with the secunty reuirements of Section 11.
1.5.6 Network Resource Designation and Trasmission Serice Request,
(i) PacifiCorp has reeived confirmation from the Transmission Provider that the Facilty hå
be deign as a Netrk Reur and (ii) PacifCo hå reved confnmon frm the
Transmission Provider tht the trmission service request has been granted in suffcient
capacity to meet or exced the Maximum Facilty Delivery Rate and the Seller has pad all
cost asia wi any reuient of the trsmission servce rest.
1.6 "Commercia Operation Date" mea the da, as design by PacifiCoip
pursuant to Section 2.4, the Facilty first achieves Commercial Operation.
1.7 "Commission" meas the Idao Public Utilties Commission.
1.8
Energy.
"Conforming Energ" meas all Net Energy except Non-Conforming
1.9 "Conforming Energ 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 Pacifc Prevailing Time ("PPT") on Janua 1 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 las Contract Yea shall end on the Expiration Dat, unless earlier terminated as provided
herein.
1.11 "Cut-in Wind Speed" means the wind speed at which a stationar wind
tubine begins producing Net Enery, 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 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
Agrement.
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f/nsertj. lL-Fiv Pi
1.14 "Delay Period Commencement Date" mean October 1, 2013.
1.15 "Delay Security" shall have the meaning set fort in Section 11.1.1 of this
Agreement.
1.16 "Effective Date" shall have the meaning set fort in Section 2.1 of thisAgreeent.
1.17 "Energ Delivery Schedule" shall have the meaning set fort in Section 4.3
of this Agreement.
1. i 8 "Environmenta Attbutes" meas any and all claims, credits, emisions
recton, off, and aloWGce, howsover entled asiat with the geeron of Outut
frm the Facilty or th avoidace of the emission of any ga, chemical, or other substce to the
air, soil or wat, tht is caple of being meaurd, verfied or caculate. Envirmnenta
Attbut include but ar not lite to: (1) any avoided emissions of pollutats to the ai, soil, or
war such as (subject to the foregoing) sulfu oxides (SOx), nitrgen oxides (NOx), carbon
monoxide (CO), an oter pollut; (2) any avoided emissions of cabon dioxide (C02), methane
(CH4), and other greenhouse gases (GHGs) th have be deined by th Unite Natons
Inteveren Panel on Clim Chan to contrbut to the actu or potential th of alrig
the Ea's climate by trppin heat in the atospher; and, (3) al WRIS Cerficas.
Envien Attbus do not include (i) Prducon Tax Crets or cert other ta incentives
exstg now or in the futu associad with the cons1cton, ownership or opeon of the
Facilty, or (ii) adverse wildlife or environmental impacts.
1.9 "Environmental Contamintion" meas the introducton or presence of
Hazarous Materials at such levels, quantities or location, or of such form or cbaracter, as to
constitu a violaton offed, sta or local laws or regulatons, and prent a material risk unr
feder, st or loc laws and reguons that th Pr will not be available or usable for the
purposes contemplated by this Agreement.
1.2 "Expected Facilty Capacity Ratig" shall be between 10 and 40 MW but
shall not exceed 40 MW in any event, nor shall the sum of the Facilty Capacity Ratig of
this Agreement, the facilty capacity rating under the amended and restated power purchase
agreement between PacifiCorp and Ridgeline relating to Nort Point, and the facilty
capacity rating under the power purchae agreement between PacifiCorp and CCW relating
to Coyote Hil exceed 133.4 MW.
121 "Expiration Date" shall have the meaning set forth in Section 2.1 of this
Agreement.
1.22 ''Faci'' is defined in Recita A of this Agrement.
1.23 "Facilty Capacity Rating" means the sum of the Nameplate Capacity
Ratings for all Wind Turbine generators comprising the Facilty.
i .24 "Force Majeure" has the meaing set fort in Section 15.1.
4
if5442
(lnsertj, LL-/ Pi
1.25 "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 are not Forced Outages.
i .26 "Generation Intereonnection Agreement" means the generation
interconnection agrement entere into sepately beeen Seller and Transmission Provider,
as applicable, specifying the Point of Delivery and providing for the constrcton and
operation of the Interconnection Facilties.
1.27 "Green Tags" means (a) the Environmental Attbuts associated with all
Output, together with (b) the Green Tag Reporting Rights associated with such energy and
Environmental Attibutes, however commerially trsferrd or tred under any or other
product names, such as "Renewable Energy Credits, II "Green-e Certified," or otherwise. One
Green Tag represents the Environrental Attibutes made available by the generation of one
MWh of energy from the Facility.
1.28 "Green Tag Reporting Rights" meas the exclusive right of a purchaser of
Environmental Attibutes to report ownership of Envirnmental Attibutes in compliance
with federal or state law, if applicable, and to federal or state agencies or other pares at such
purchaser's discretion, and include reporting under Section 1605(b) of the Energy Policy Act
of 1992, or under any present or futu domestic, international, or foreign emissions tradg
program or renewable portolio stadad.
1.29 "Governmental Authority" mean any supranational, federal, state or other
political subdivision thereof, having jursdiction over Seller, PacifiCorp or this Agrement,
including any municipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or administrative fuctions of or pertining to government,
including any corpration or other entity owned or controlled by any of the foregoing.
1.30 "Hazrdous Materials" means any waste or other substance that is listed,
dermed, designated or classified as or determined to be hazardous under or pursuant to any
environmental law or regulation.
1.31 "Inadvertent Energy" mea ener deliver to the Point of Delivery at a rate
exceeding the Maximum Facilty Delivery Rate on an hour-averaged basis. Inadvertnt
Energy is not included in Net Energy.
132 "Index Price", for eah day, sh mea the weigh avere of th aver Pea and
Off-Peak firm energy market prices, as published in the Intercontinental Exchange (ICE)
Da Ahe Power Price Report for the Palo Ver Hub for such day. For Suny and NERC
holidays, th 24-Hour Index Prce shal be us uness ICE sha publish a Fir On-Pea an Fir
Of.Pea Price for such days for Palo Vere, in whch event such indice shall be utli for such
days. If the ICE index or any replaent of tht inex ces to be published durg the te of th
Agreement, PacifiCorp shall select as a replacement a substtially equivalent index tht,
afer any appropriate or necssar adjustments, provides the most reasonable substitute for
the index in question. PacifiCorp's selection shall be subject to Seller's consent, which Seller
shall not unreasonably withold, condition or delay.
5
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IInsert), LL-Fiv Pi
133 "Initial Year Energ Delivery Schedule" shall have the meaning set fort in
Section 4.3. L
1.3 "Intercnnecn Facti" mea all the failes and ancilai equipmen us to
interconnect the Facilty to the System, as defined in the Generation Interconnection
Agrement.
135 "Lettr of Creit' mèas an irvocable stadby letr of cret in a fonn
reonably accepble to PacifiCorp, naming PacifiCorp as the par entitled to demand
payment and preent drw reuest therewider. Such letr of cr shl be prvided by an
intuon th is a Uni Stas offce of a commerial ba or 1n copay org wide the
laws of the Unite Sta of Amerca or a politica subdvision therf: with a cret rang on its
long-te seor unsecur debt of at leat "A" from Stada & Poor's and "A2" frm Moody's
Inves Sece an (wiess oter aged hag asse of at lea $10,00,00,000 (net of
reseres).
1.36 ''Lic Profesiona Engeer" mea a pen acle to PaifCoip in its
reasonable judgment who is licensed to pratice engineering in the stte ofIdaho, who has
trg and experience in the engieeg discipline(s) relevant to the mattrs wi rect to whch
suc pen is caled to prvide a ceficaon, evaluation anor opinon, who has no ecnomic
relationsp, assoiaton, or nexu with Seller, and who is not a reve of a consultig
eneer, contrr, designer or other indiidu involved in the development of the Facilty, or of a
manufactur or supplier of any equipment inlled in the Facilty. Such Lice Prfesiona
Engiee shall be license in an appr eneeg disciplie for th reui certficaon bein
made. The engagement and payment of a Lice Prfessiona Enginee solely to provide the
certifications, evaluations and opinons reuired by this Agren sha not constu a
prhibite ecnomic relatonsp, asociaton or nex wi Seller, so long as such engiee ha no
other ecomic relaonshi, assoiaton or nexus with th Seller.
1.37 "Maintece Outae" mea any outa of one or more Wind Turines th is not
a Forced Outage or a Planed Outage. A Maintenance Outage is an outage that can be
deferred until after the end ofthe next weekend, but that requires that the Wind Turbine(s) be
reoved frm sece before the ne Planed Out. A Maitenance Oue may ocur any time
during the year and must have a flexible sta date.
1.38 "Materi Advers Cbange" sh mea with respect to the Seller, if the Seller
has experienced a change in facts or circumstances related to development or operation of
the Facilty that materially and adversely impac Seller's abilty to fulfill its obligations
under this Agrement.
1.39 "Maximum Facilty Delivery Rate" means the maximum instataneous rate
(kW) at which the Facilty is capable of deliverig Net Output at the Point of Delivery, as
specified in Exhibit A, and in compliance with the Generation Interconnection Agrement.
1.40 "Maximum GIA Delivery Rate" means th mawn ra (kW) at which the
Generator Inteconnecon Agrment allows the Facilty to deliver energy to the Point of
Delivery and is set fort in Exhibit A.
6
ff5442
llnsert), LL-Fiv Pin
1.41 "Nameplate Capaci Ratig" mea 1h maum ineous gener
capacity of any qualifying small power or cogeneration generatig unit supplying all or part
of the ener sold by the Facilty, exrese in MW or kW, when opera consint wi the
maufa's reommended power facr and opeg paet, as set fort in a notice frm
Seller to PacifiCorp delivere before the Commerial Opon Da and, if applicale, updated in
the As-built Supplement.
1.42 "NERC" means the North America Electric Reliabilty Corporation.
1.43 "Net Energ" means the energy compnen in kWh, of Net Output. Net
Energy does not include Inadvertnt Energy.
1.44 "Net Output' mea al en an cait pruce by 1h Faclit, les ston use
and less transformation and transmission losses and other adjustments, if any. For purposes
of caculating payment under ths Agrment, Net Outut of ener shal be caculat as set fort
in Addendum L. Net Ouut does not inlud Inadver Ener.
1.45 "Network Resource" shall have the meaning set fort in the Tariff.
lA6 "Network Service Provider" mea PacifiCorp Trasmission, as a provider
of network service to PacifiCorp under the Tar.
1.47 "Non-enfonnEnermeaNet Output produced by the Facilty prior to
the Commercial Operation Date.
1.48 "Nou-Conforming Energ Purchase Price" means the applicable price for
Non-Conforming Energy and capacity, specified in Section 5 .1.
1.49 "Off-Peak Hours" means all hours of the week that are not On..Peak Hours.
1.50 "On-Peak Hours" means hour from 6:00 a.m. to 10:00 p.m. Pacific
Prvailing Time, Monday though Saturday, excluding Western Electricity Coordinatig
Council (WECC) and Nort American Electric Reliabilty Corpration (NRC) holidays.
LSI "Output ShortaU" and "Output Shortall Damages" shall have the
meanings set fort in Section 4.5 of this Agreement.
1.52 "PacifCorp" is defied in the first paragraph of ths Agreement, and
excludes PacifiCorp Trasmission.
1.53 "PacifiCorp Transmission" means PacifCorp, an Oregon corporation,
actig in its interconnection and trsmission function capacity.
1.54 "Planned Outae" means an outage of predetermined duration tht is
scheduled in Seller's Energy Delivery Schedule. Boiler overhauls, tubine overhauls or
inspections are tyical planed outge. Maice Outaes and Forced Oues ar not Planed
Ouges.
1.55 "Point of Delivery" meas the point of interconnection between the Facilty
and the System, as specified in the Generation Interconnection Agrement and in Exhibit B.
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1.5 "Premises" mean the re propert on which the Facilty is or wil be
located, as more fully described on Exhibit A.
157 "Prime Rate" meas the rate per annum equal to the publicly anounced
prime rate or reference rate for commercial loans to large businesses in effect from time to
time quoted by JPMorgan Chase & Co. If a JPMorga Chase & Co. prie ra is not available,
the applicable Pre Ra shal be the anounce prie ra or reernce rate for commeral loan
in effect frm time to time quote by a ba with $10 bilion or more in assets in New York Cityt
N.Y., selected by the Par to whom interest baed on the prime rate is being paid.
1.58 "Pructn Tax Creit" mea pron ta crts under Secon 45 of th
Internal Revenue Code as in effect frm time to time durig the ter hereof or any successor
or other provision providing for a federal ta credit determined by reerece to renewable
electric energy prduce frm wid resoures and any corrlative stte ta credit deteined by
referenc to reewle elecc energ prduce frm wind reour for which the Facilty is eligible.
Pructon Tax Crdits do not include any ta creit determined by refernce to investment.
159 "Prudent Electrcal Practces" meas any of the practices, methods and acts
engaged in or aproved by a signficat porton of the elecca utilty indust or any of the
practices, metods or acts, which, in the exercise of reasonable judgment in the light of the
facts known at the time a deision is mad, could have be ex to acomplish the desir
reult at the lowest reasonable cost consistent with reliabilty, safety and expedition. Prudent
Electcal Prce is not inded to be lite to the optiwn prce, metod or act to the
exclusion of all others but raer to be a spec of poible prace metod or ac.
1.60 "QF' meas "Qualig Facilty", as that ter is defined in the verion of
FERC ReRulations (codified at 18 CFR Par 292) in effect on the date of this Agreement.
1.61 "Required Facilty Documents" means all deeds, titles, leases (including
Wind Le), liceses, pets autorions, an agen deonsttig that Seller contrls
the necessa prope righ and govenent authorion to cons opra, an mata the
Facilty, including without limitation those set fort in Exhibit C.
1.62 ''Ruirements of Law" meas any applicable and mandatory (but not
merely advisory) federal, state and local law, statute, regulation, role, code or ordinance
enacted, adopt isued or prmulgat by any federal, sta, loca or other Governenta Autority
or reatry body (includi those peg to elecca, buildin zonig, envirnment and
occupational safet and health requirements).
1.63 "Scheduled Commercial Operation Date" means Decmber 31, 2012, as
such date shall be extended frm time to tie as a result of Force Majeure; provided, that the
Scheduled Commercial Operation Date shall not be extended beyond September 30,2013.
1.64 ''Sedul Monthly Energ Deliery" mea the Net Energy scheduled to be
delivere during a given calenda month, as specified by Seller in the Energy Deliver
Schedule.
8
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1.65 "Share Interconnection Facilties" means that portion of the
Intercnnection Facilties used by the Facilty and one or more other Qualifying Facilties as
fuer described in Exhibit B.
1.66 "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.
1.67 "Subsequent Energy Delivery Schedule" shall have the meaning set fort in
Section 4.3.3.
1.68 "System" means the electrc transmission substation and transmission or
distibution facilties owned, operated or maitaed by Transmission Provider, which shal
include, afr constction and installation of the Facilty, the circuit reinforcements,
extensions, and associated terminal facilty reinforcements or additions required to
interconnect the Facilty, all as set fort in the Generation Interconnection Agreement.
1.69 "Tarif' means the PacifiCorp Transmission FERC Electric Tariff Seventh
Revised Volume No. 11 Pro Forma Open Access Transmission Tariff or the Tramission
Provider's corresponding FERC taiff or both, as revised from tie to tie.
1.70 "Transmission Provider" mean PacifCorp Transmission or a successor,
including any regional transmission organization ("RTO").
"Wind Leases" means the memorada of wid lease and redacted wind leases recorded in
the county in which the Facilty is located in connection with the development of the Facili,
as the sae may be supplemente amended ex, rest or rela frm tie to time.
1.71 "Wind Turbine" me the tye of wid turbine specified and more fully
described in Exhibit A as such Exhibit A may be updated puruant to Section 2.2.7.
1.72 "WREGIS" means the Western Renewable Energy Generation Information
System.
1.73 "WRGIS Certificate" means "Certificate" as defined by WREGIS in the
WREGIS Operatig Rules.
1.74 "WRGIS Operatig Rules" means the operating rules and requirements
adopted by WRGIS.
SECTION 2.TERM; COMMRCIAL OPERATION DATE
2.1 This Agreeent shall become effective after execution by both Paries and
afer apval by the Commission pursuat to a final and non-appealable order ("Effece
Date"), that the pnces to be pad for energy and capaity ar just and renable, in the public
inst and tht the cost incur by PacifCozp for purhaes of capaity and energy from Seller
are legitimate expenses, all of which the Commission wil allow PacifCorp to recover in
rates in Idaho in the event other jursdictions deny recovery of their proportionate shar of
said expenses. Unless earlier te as prvided herin th Agren shl rema in effect
9
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(Insen), LL-F Pi
un th twentiet (20th) anivers of the earlier of the Commercial Operation Date or the
Scheduled Commercial Operation Date ("Expiration Date").
2.2 Time is of th essece of th Agrent, and Seller's abilty to mee cer
requirements prior to the Commercial Operation Date and to achieve Commercial Opertion
by the Scheduled Commerial Opon Dat is crticay import Therefore
2.2.1 By the date that is four (4) months prior to the Scheduled Commercial
Operation Date, Seller shall obta and provide to PacifiCorp coies of al govenenta pe
and auons lis in Exhibi C.
222 By the date that is th (30) days aftr the Effective Date, Seller shall
provide one hundrd percnt (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 Tranmission Provider requires to designate the Facilty as a Netork
Resource in acrdce with the Tar (OA TI; and (ii) ha provide al inonnon reasnably
reuired by PacifiCorp to submit a trsmission service request for the Facilty to the
Transmission Provider pursuant to the Tarff.
2..4 PacifiCorp, within ten (10) days of receiving frm Seller the
information identified in Section 2.2.3, shall (i) withdraw the request with respect to the
facilty (as defined in the Original PPA) and (ii) request designation of the Facilty as a
Network Resource for the purpses of serving Netork Load.
2..5 Seller shall provide wrtten confirmation of the expected Facilty
Capacity Rating for the Facilty on or before Janua 31, 2012. This notice shall definitively
establish a single Capacity Rating for the Facilty within the rage contemplated in the
Expected Facilty Capacity Rating.
22.6 At lea te (10) business da pror to deliery of any ene fr th
Facilty to PacifCorp, Seller shall provide PacifiCorp with an executed Generation
Interconnection Agrement.
22.7 Within one hundr eighty (180) days prior to the Scheduled
Commercial Operation Date, Seller shal provide PacifiCorp with amended Exhibit, which
may include the designation ofaltemative Wind Turbines for the Facilty, and such other
updates to the information contained therein.
2.28 Prior to the Commercial Operation Date, Seller shall provide Default
Security required under Section i 1.2, if applicable.
22.9 Prior to the Commercial Operation Date, Seller shall provide
PacifiCorp with an As-built Supplement resonably acceptable to PacifiCorp.
2.2.10 Seller shall use commercially reasonable effort to achieve
Commercial Operation by 00:00 PPT December 31, 2012.
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2. Beginning on Januar 6,2012 and on the fift (5th) business day of each
month thereafer until the Commercial Operation Date, Seller shall providePacifiCorp with a
one-page monthly update bye-mail on the progrss of finacing and/or constrction of the
Project and status of completion of the milestones in Section 2.2.
2.4 Esblishig Commercial Opration. Seller shall provide wrttn notice to
PacifCo sæ when Seller believes that th Facilty ha achieved Commeria Opration.
PacifiCorp shall have ten (10) business days afer reeipt either to confirm to Seller that all
of the conditions to Commerial Operon have been satsfied or have ocur or to st with
speificity wha PacifCorp reonaly believes ha not be sasfied. If with such ten (10)
busines day peod, PacifiCorp eit dos not rend or else confs tht the Facilit ha
achieved Commercal Opertion, the origial da of rept of Seller's notice shl be the
Commerial Operaon Date. IfPacifiCorp notifes Seller within such te (10) busines day period
that PacifiCorp reasonably believes the Facilty has not achieved Commercial Operation,
Seller may, if it ha a goo fath belief th Coeria Opon ha be achieved submt a
Technca Disput Notce, or else Seller shal adss the concern st in PacifiCozp's notice to
the mut sacton of both Pares. If Seller submits a Teclmca Disput Notice and the
Technical Expert determes that Commercial Opeation has been achieved, then the
Commercial Opon Dat sha be the da, as detnned by the Technica Expe th the Facilty
fir met al the requments of Commerial Opon; otherw the dat upon whch Seller ha
addrss the concerns sta in PacifiCorp's notice to PacifiCorp's reonable satfaction, as
spcified in a notice frm PacifiCorp to Seller, shall be the Commercial Operaon Da. If
Commerial Opration is achieved at less than one hundr pet (I00Ai) of the exct Facilit
Capacit Ratig and Seller inonn PacifiCorp th Seller inteds to br the Facilit to one
hundr pernt (100%) of the ex Facil Cait Ratig, Seller sha prvide PacifCorp with
a lis of al ite to be complet in order to achieve the exct Facilty Capacity Rating.
2.4.1 Techncal Expert. If, and only if, a dispute regards (i) whether or not
Commercial Opetion has bee achieved, and/or (ii) the da when Commercial Operation was
achieved, the Paries may have such dispute, and only such dispute, relved puruat to th
Section 2.4.1. Any such dispute wil be detnned by an indede teica expe who shal be
a mutuly acle thii pa with trg and exence in the disciplines relevant to the
matrs with respect to which such person is caled upon to provide acertfieaon, evaluaton or
opinion (the ''Tecnical Expert"), which determination shall be (X) made (subject to the
terms in this Section 2.4) in acrdce with the Constrction Indus Aritron Rules and
Mediaton Produrs (Icluding Pro for Lage, Complex Conson Dispus) of the
AA, as amended and effective on Octobe 1,2009 (the "Technical Dispute Proure"),
notwthstading any dollar amounts or dollar litations contaed therein, and (Y binding
upon the Parties.
(a) Either Par may commence the dispute process as to the
matters set fort in pargraph 2.4.1, above, with the American Arbitrtion Association
("AA') by notig AA and the other Par in wrti (''Tecnica Dfipute Notice") of such
Part's desire that the dispute be resolved though a determination by a Technical Expert.
(b) The deinaton shall be conduct by a sole Teclmca Ex
The Pares may selec any mutly actale Tecical Ex If the Paries caot agr on a
Technica Exprt with five (5) days afer the da of the Teclmca Di Notice, then the AA's
11
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IInsertj, LL-Fwe Pi
Ariton Aditor shl sed a li and reumes of th (3) availe tehnca expei1 mee
the auacaon set fort in Seon 2.4.1 to the Pares, eah of whom shl st one nae, and the
reaining peon shl be appointe as the Techncal Exp. If more th one na re,
eiter beca one or bo Pares have filed to rend to the AM's Aritron Admisttor
within five (5) days afer reivig the list or bese one or both Pares have failed to ste a name
frm the list or beus both Pares str the same nae, the AM's Aritron Adminstrtor
wi choose the Technica Expert from the remaning names. If the designte Techncal Ex
sha die, beme incaple or, unwilling to, or unble to see or proceed with the detnnination,
a substtute Techncal Expert shall be appointe in acrdce with the selecon pr
deribe abve, an su subs Techncal Exp shl have al suh power as ifhe or she ha
be originally appointed herein.
(c) With th (30) days of the apintmen of the Technca Ex
purua to the foregoing sub-secon, eah Par shall submit to the Technica Ex (an copy the
oter Par) a wrtt rert contag it position with respect to the dispute, and arents
therefor together with supprting documentaon and cacuatons. Dicovery shl be limite to
Facilty documenton relag to the disput ma. With six (60) days frm reeipt of such
submissions, the Technca Exrt shal select one or the other Par's position with resp to the
dispute arbitrle issues set fort in Seon 2.4.1 above, whereupon such selecion shall be a
binding deterination upon the Pares for all pu herf. The co of the Technca Expeincludg his or he fee and exse, shal be borne by th Par wh position wa not selec by
the Technca Ex; eah Par sha otheise be its own expeses. If the Technica Ex fato reder a decsion wi niet (90) days frm rept of eah Par's submissions either Par
may, prior to the Technica Expe's fi decision, initiate litgaon, in which cas the Technical
Exrt's final decision shall not be binding on the Paries unless otherwise agreed.
2.4.2 Al verl and wr communcaons beee the Pares and ised or
prepared in connection with this Section 2.4.1 shall be deemed prepared and communcaed in
fuerace, and in the conte of dispute setement, and shall be exempt frm discvei and
prducton and shal not be adible in evidence (whet as adsion or other) in any
lion or other prcein for the reluton of the dispute.
2.4.3 All deadlines specified in this Section 2.4 may be extended by mutual
agreement of the Paries.
2.5 Delay Damages. Seller shal cause the Facilty to achieve Commercial
Operation on or befor the Scheduled Commerial Opon Dat. If Commeria Opon ocur
afthe Scheduled Commercial Operation Date, Seller shall be liable to pay PacifiCorp
delay dage for the numbe of days ("Dela Period'") tht th Commeria Opon Date oc
af Octobe 1, 2013, until the ealier of occurce of the Commercia Opon Da or th
teon of th Agrent (''Delay Liquidate Daages'");prd tha Seller shl not acrue
any Delay Liquida Damages aft: (i) Seller has tiely achieved the milesone in Secon 2.2.3;
and (ii) Seller has satisfied all reuirents of Commercial Operaon excet for one or more
reuients in Section 1.5.6. Billigs and payments for Delay Liquida Dam shal be ma
in acrdce wi Secton 11.1.
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2.5.1 Delay Liquida Damages. Delay Liquidate Dages equas the su of:
for each day in the Delay Period, the grater of (1) the Delay Daily Minimum or (2) the
Delay Price times the Delay Volume,
Wh:
"Dela Dail Mium" equas (a) for the fi fort-five (45) caenda days
followig th Scheduled Comia Opon Date: onninetet (1 /9) of fort-
five doll ($45) multiplied by the Maum Facilty Deliver Ra with the
Maimum Facilit Deliver Ra bein meaur in kW; (b) af the fort-fift
(45th) caenda day followi th Sceded Coeria Opon Dat: th Delay
Price times the Delay Volume.
''D Pnce" eqs the posie dice, if any, of the Index Prce minus theweigh averge of the On-Pea and Of-Pea monthy Conorg En
Purchase Prices; and
"Delay Volume" equa the aplicale Scheded Monthy Ener Deliver
divided by the number of days in that month.
2.5.2 Appropriateness of Damages. The Paries agr that the damages
PacifCorp would incur due to delay in the Facilit achievin Commercial Opraon on or before
the Scheduled Commerial Operation Date would be diffcult or impossible to preict with
ce, and th th Delay Liquida Damages ar an appropriat approximation of suchdaages.
SECTION 3.REPRESENTATIONS AN WARIES
3.1 PacifCorp represents, covenants, and warants to Seller tht:
3.l.l PacifiCorp is duly organize and validly existing under the laws of the
State of Oregon.
3.12 PacifiCorp has the reuisite corporate power and authority to enter
into ths Agent and to peorm acrding to th te of th Agent.
3.1.3 PacifiCorp has taen all corporate actions required to be taen by it to
authorie the execution, delivery and performance of this Agrement and the consumation
of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agrement dÒes not contrvene any provision of, or constitute a default under, any
indentue, mortgage, or other matrial agreement binding on PacifiCotp or any valid order of
any cour or any regulatory agency or other body having authority to which PacifiCorp is
subject.
3..5 Subject to Commission approval, this Agrement is a valid and legally
binding obligation ofPacifCorp. enforceable against PacifiCorp in accordance with its terms
(except as the enforceabilty of this Agrent ma be liited bybapty, insolvency, ba
moratorium or similar laws afecting critors' rights generally and laws restctig the avaiabilty
13
if5442
(Insert), U£-Fiv Pi
of eqtale reedes and excet as the enorcilty of th Agren may be subjec to geer
prciples of eq, wheter or not suh enforceabilty is considered in a proceeding at equity or
in law).
3.2 Seller represents, covenants, and warants to PacifiCorp that:
3.2.1 Seller is a limited liabilty company duly organized and validly
existing under the laws of Delaware.
3.2.2 Seller has the requisite power and authority to enter into this
Agrement and has, or wil have at the date of Commerial Opration of the Facilty, all
reuisite power and authority to pedorm according to the terms heref, including all reuired
regulatry authority to make wholesale sales from the Facilty.
3.2.3 Seller's shareholders, directors, and officers have taen all actions
required to authoriz the execution, delivery and pedormance of ths Agreement and the
consummation of the trnsactions contemplate herby.
3.2.4 The execution and delivery of this Agreement does not contravene any
provision of, or constitute a default under, any indenture, mortgage, or other material
agreement binding on Seller or any valid order of any court or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agrement is a valid and legally binding obligation of Seller,
enforceable agait Seller in accordace with its terms (except as the enforceabilty of this
Agrement may be limited by banptcy, insolvency, ban moratorium or similar laws
afecting creditors' rights generally and laws restricting 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 shl for the term of ths Agment contiue to be a
QF. Within thirt (30) days aftr the Effective Date, Seller shall provide the appropriate QF
certfication, which may include a Federal Energ Relary Commssion self-ccaon to
PacifiCorp. At any tie thereafr tht PacifiCorp has ren to believe durin the te of ths
Agrent tht Seller's sta as a QF is in queon, PacifCorp may reuir Seller to provide
PacifCorp with a wren legal opinion frm an atrney in good stdig in the st ofIdao and
who has no ecnoc relaonsp, asiaon or nexu with the Seller or the Facilty (other than
in a capacity as counsel providing such requeste legal opinion), stating that the Facilty is a
QF and providing suffcient prf (including copies of all documents and data as PacifiCorp
may request) demonstrating that Seller has maintained the Facilty as a QF.
3.2.7 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankrptcy 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 abilty to own and
operate the Facilty in accordance with the ters of this Agreement.
3.2.8 Seller has not at any tie defaulted in any of its payment obligations
for electricity purhased from PacifiCorp.
14
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(Insert). IL-Fiv Pi
3.2.9 Seller is not in default under any of its other material agreements that
would result in Seller's failure to perform its material obligations hereunder.
3.2.10 Seller owns all right, title and interest in and to the Facilty, free and
clea of all liens and encumbrances other th liens and encumbrances created by or though
Seller related to third-par fiancing of the Facilty, and Seller (or its successor in interest)
wil continue to own for the term of this Agrement, all right, title and interst 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 undertg by Seller of the
obligations set fort herein, Seller has investigated and determined that it is capable of
perorming hereunder and has not relied upon the advice, experience or expertise of
PacifiCorp in connection with the transactons conteplated 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 undering the
transactions contemplated by this Agrement have been solely those of Seller.
3.2.13 All leases ofreal propert required for the opeation of the Facilty or
the performance of any obligations of Seller hereunder are set fort and accurately described
in Exhibit C. Upon request by PacifCorp, Seller shall provide copies of the Wind Leases to
PacifiCorp.
3.2.1 4 All inormaton about the Facilty set fort in Exhibit A, Exhibit B, and
Exhibit C ha bee verfied by Seller and is acurte to th be of it knowlede.
3.3 Notice. If at any tie durg th Agrent, any Par obtas act knowledge
of any event or information which would have caused any of the representations and
waranties in this Secon 3 to have be matrially une or misleaing wlíen made, such Par
sh provide the other Par with wrtten notice of the event or information, the
representations and warties afecd, an th acon if any, which such Par inteds to tae to
mae the repreentations and warties tre and correct. The notice reuir puruat to ths
Secon shal be given as so as pracale af the occur of ea such even
SECTON 4.DELIVRY OF POWER; AVAILABILITY GUARY
4.1 Delivery and Accce of Net Ouut Except for any culment spified in
Section 6.3, unless otherwise provided herein, PacifiCorp wil purchase and Seller wil sell
all Net Output from the Facilty.
4.2 No Sales to Third Paries. During the term of this Agreement, Seller shall not
sell any Net Output from the Facilty to any entity other than PacifiCorp.
43 Energy Delivei Schedle. Seller shl prear and prvide to PacifCoip, on an
ongoing basis, a writtn schedule of Net Energy expected to be delivered by the Facilty
("Energy Delivery Schedule"), in accordance with the following:
15#442
(Insert), LL-Fiv Pi
4.3.1 Dug the fit twelve fu caenda month followig the Comerial
Operation Date, Seller predicts that the Facilty wil produce and deliver the following
monthly amounts ("Initial Year Energ Delivery Schedule"):
Month
Januar
Februar
March
April
May
June
July
August
September
October
November
December
TOTAL:
Energ Delivery (kWh)
9,881,887
8,191,635
11,360,594
9,085,733
10,185,738
8,069,166
7,384,339
8,155,779
7,590,732
8,615,123
10,166,694
10,324,201
109,011,621
AveragekW
13,247
12,170
15,282
12,608
13,686
11,212
9,935
10,933
10,574
l1,61l
14,125
13,885
12,439
432 Seller may revise the Initial Year Energy Delivery Schedule any time
prior to the Commercial Operation Date.
433 Begig at the end of the ni fu caenda mon of operation, and at the
end of every th month ther, Seller shal suplemen the Ener Deliver Schede with th
adona month of forw es (whch shal be aped to th Agen using the foim
spifed in Exibit D) ("Subsuent Ener Deliery Scedule'), such th the Ener Deliver
Scede will prvide at lea th month of scheed energy esmat at all ti. Seller sh
prvide Subseent Ener Deliver Schedules no lat th 5:00 pm PPT of the 5th day af the
due da. If Seller do not prvide a Subuet Ener Deliver Schedule by the abve de,
scheuled ener for the omtt peod shall equa th amotm scheduled by Seller for th sae
th-month period during the previous year.
4.3.4 Upon and af the Coerial Opon Dat, Seller may no longe
rese th Ener Delivery Schedule for the fi six ful caenda mont of Commeral Opon.
Aft 5:00 p.m. PPT of the fi business day followig the end of the th fu caen mont of
Commerial Opon and the end of ea th caenda mont th, Seller may no longe
revise th Energy Delivery Scede for th six caenda month imedialy followi such th
mont. Subject to the foregoin rectons in ths Secon 4.3.4, Seller may reis the En
Delier Schedle for any unct mont by providi wr noce to PacifiCo. Faiur to
provide tiely wr notice of changed amoun wil be deeed to be an elecon of no ch.
4.4 Minimum Availabiltv Obligation. Seller shall cause the Facilty to achieve an
Avaabili of at lea 85% dug eah mon ("Guate Avabil').
16
tf4840.408-42
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4.5 Liguidated Damages for Output ShortalL. If the Availabilty in any given
month falls below the Guaranteed Availabilty, the resulting shortall shall be expressed in
kWh as the "Output ShortfalL." The Output Shortfall shall be calculate in accordance with
the following formula:
Ontput Short = (Gute Avaiilty. Availabilty) *
Scheded Monthly Ener Delivei
Seller shall pay PacifiCorp for any Ouut Shortl at the lower of (1) the positive differece, if any,
of th Inde Prce mius the weighted average of the On-Pea and Of.Pea monthy Confomling
Ener Puhas Prces; or (2) the weighte avere of the On-Pea an Of-Pea monthy
Conn Ener Pu Prce ("Ontput Short Dama'').
Output Shortal Damm = Ouut Shor * OUut Shortall Prce
Wh:
Output Shortall Prce =(Idex Price. Weighted Averae CEPP), except
that if Output Shortall Price .0 0, then Output
Shortall Prce = 0, and except that if Output
Shortall Price ;: Weighted Average CEPP, then
Outut Shortall Prce = Weighted Average
CEPP
Weighted Average CEPP = the Weighted Average On-Peak and Off.Peak
Conforming Energy Purhase Prices for the
month of Output Shortall
If an Output Shortall occurs in any given month, Seller may owe PacifiCorp liquidated
damages. Each Pary agres and acknowledges that (a) the daages that PacifiCorp would
incur due to the Facilty's failure to achieve the Guaanteed Availabilty would be diffcult or
impossible to predict with certinty, and (b) the liquidated daages contemplated in this
Section 4.5 are a fair and reasonable calculation of such damages.
4.6 Audit Rights. In addition to data provided under Sections 9.3 and 9.4,
PacifiCorp shall have the right, but not the obligation, to audit the Facilty's compliance wit
its Guateed Availabilty using any reasnable methods. Seller agres to reta all
performance related data for the Facilty for a minimum of thee years, and to cooperate with
PacifiCorp in the event PacifiCorp decides to audit such data.
4.7 For a period often (10) yeas 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 Green Tags. On the tenth (10th) aniversar of the
Commercial Operation Date though and including the Expiration Date, PacifiCorp shall
have title to the Gren Tags immediately upon the generation of the Output at the Facilty
that gives rise to such Green Tags. Each Par shall execute all additional documents and
instrents reasonably requested by the other Par in order to furter document the
ownership of the Green Tags durig the respective Par's ownership. Without limiting the
generality of the foregoing, Seller shall, on or before the 10th day of each month during
17
1f5442
(Insert), LL-F Pi
which PacifiCorp has ownership rights to the Gren Tags, deliver to PacifiCorp a Gren
Tags Attstation and Bil of Sale (in the form attched as Exhibit 4.7(A)) for all Green Tags
delivered to PacifiCorp hereunder in the preceding month, along with any verification that is
in conformance with the then-curent Center for Resoure 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 requireents ofWREGIS relating to the Facilty
or Green Tags. The Seller shall ensure that the Facilty will paricipate in and comply with,
during the Term, 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, during the Term, all aspect of WREGIS. The Grn Tag Ower shall, at its sole
expense, use WRGIS as reuired puruant to the WREGIS Operating Rules, including but
not limited to those rules related to effectuating the transfer of WRGIS Certficates and
transfering such WRGIS Certficates in accordance with WRGIS reporting protocols and
WRGIS Operating Rules and as requird under this Agreement. Seller may either elect to
enter into a Qualified Reporting Entity Services Agreement with PacifiCorp in a form similar
to that in Exhibit 4.7(B) or elect to act as its own WRGIS-defined Qualified Reporting
Entity. Seller shall upon wrtten request from PacifiCorp provide copies of all
documentation submittd to WREGIS in connection with the Facilty. Furer, upon
notification by WRGIS or CAM that any transfers of Gren Tags contemplated by this
Agreement have not been recorded, the Paries shall promptly cooperate in taing all
reasonable actions necessar so that such transfers can be recorded. Seller shall at its
expense cause the Facilty to maintain its registration in good stading with the Center for
Resource Solution's Green-e program, or any successor program, thoughout the Term;
provided, however that each Par shall (a) not tae any action (other than the provision of
trthful information) to impai the Facilty's good stading with such program and (b) shall
provide such informtion as is reonably requested to mainta such registation. The
Paries shall reasonably cooperate iii any registrtion of the Facilty in the renewable
portolio stadard or equivalent program in all such fuer states and progrs in which the
Paries may wish to register or maintained registered the Facilty by providing copies of all
such information a.') reasonably required for such registration. Neither Part reprsents or
warants that the Gren Tags can be used for any purpse. The Paries acknowledge that the
Green 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 Gree
Tags tht is not a result of a breach of this Agreement.
SECTIONS.PURCHAE PRICES
5.1 EneraY Puchase Price. Excep as provided in Section 5.3, PacifiCorp wil pay
Seller Conformg Energy Purchase Prices or Non-Conforming Energy Purchase Prices, as
applicable, for Net Output adjusted for the month and On-Peak Hours or Off.Peak Hours and
the wind integration cost using the following formulae:
Confotling Energ Purchase Price = (AR * MPM) - WIC
Non-Conforming Energ Purchase Price = (Ance * MPM) - WIC
Where:
18
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flnsertj, lL-Fi Pin
AR
AR =
Conforming Energy anual rate from Table 1, below, for the
year of the Net Output.
the lawero!
85% of the Conforming Energy anual rate frm Table
1 below, for the yea of Net Output
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 wheter
the Net Output occurd during On-Pea Hour or Off-Peak
Hours.
WIC =$6.50IMh, the wind integration cost prescribe in
Commission Order No. 31021.
Exle caculaton ar prvide in EDit G.
Table 1: Conform Energ Annual Rate
Year Conforming Energ
Annual Rate (AR")
SIMWh
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
2021.97.05
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
19
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(Insert). LL-FivPù
12034 I 136.92
Table 2: Monthly On-PeaklOt.Pea Mulplier
Month On-Pea Off-Peak
Hours Houri
Januarv 103%94%
Februar 105%97%
Marh 9S%ROOk
Anril 95%76%
Mav 92%63%
June 94%65%
Julv 121%92%
AUilust 121%106%
Sentmbe 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 ofCoim Ener
Paymt = (CEni.Pea * CEce1'/ioo) +
(CE-Pc * CE-P1 100)
For deliver ofNon-Confonn Fner
Payment =(NCEerOn.Pca * NCEPrOC-pe 1100) +
(NC&Pca *NCirl'IlOO)
Wh:
CEer =Confor Ener in kWh
CEPce =Conor Fner Pu Prce in $I
NCEer =Non-Confon Fner Puas Prce in kWh
NCEPrce =Non-Confor Fner Pu Prce in $I
On-Pea =the corrndi value for On-Pea HoW'
OOPea =th corrnding value for Of-Pea HoW'
5.3 Inadvert Ener. So long as acce of Invert Ener does not caus
PacifiCorp to violate the terms of its Network Transmission Service and is consistent with
. Pnent Elecca Prctce, PacCozp wi ac Inert Ener, but will not pur or pay
for Inadvernt Energy.
20#442
(lnsertj, LL-Fiv Pr
5.4 Additional Compensation. Seller shall not be entitled to any compensation
over and above the Conforming Energ Purchase 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 constction afecting the
Facility, Seller shl provide PacifiCorp an As-built Supplement beg the stp of a Licensed
Professional Engineer that accurately depicts the Facilty as built. The As-built Supplement
must be reviewed and approved by PacifiCorp, which approval shall not unasonably be
witheld, conditioned or delayed.
62 Qperation. Seller shall operate and maintain the Facilty in a safe maner in
accordance with the Generation Interconnection Agrement, Prudent Elecical Practices and
in acrdce with the reuients of all applicale feder, sta an loc laws an the Natona
Electric Safety Code as such laws and code may be amended from time to time. PacifiCorp
shall have no obligation to puha Net Ouut frm the Facilty to the ex the intercnnecon
beeen the Facilty and PacifCorp's electc syte is dinnec, supeed or inpt in
whole or in par puruant to the Generation Interconnection Agrement, or to the extnt
geertion curent is reui as a resut of Seller's non-cpliance wi the Geertion
Innnection Agreement. PacifCorp shal have the right to inspect the Facilty to confirm that
Seller is operating the Facilty in accordance with the provisions of this Section 6 upon
renale notice to Seller. Seller is solely rensible for the opeon and mace of th
Facilty. PacifCorp shal not, by reon of its decision to in or not to inpe the Facil, or by
any acton or inaction taen with respect to any such inpection, assume or be held reposible
for any liabli or occurce arin frm th opon and matece by Seller of the Facilty.
63 Curailment. PacifCorp shall not be obligated to purchase, reeive, pay for, or
pay any daages associated with, Net Output (or associatd Pruction Tax Creits or
Environmenta Attbutes) if such Net Output (or associat Producton Tax Crets or
Envirnmen Attbu) is not deliverd to the Sys or Poin of Deliver due to any of the
following: (a) the interconnection beteen the Facilty and the System is disconnectd,
susnde or interrpt in whole or in par consst wi the tes of the GeeronInon Agent, (b) the Trasion Prder or Netor Serce Prvide di a
geer cuent, reucton, or resph of generaon in the ar (which would include the Net
Out) for any reon, even if such curent or redisph d.ve is caed out by PacifiCorp,
which may fulfill such directive by acting in its sole discretion; or ifPacifiCorp cur or
otheise reuces the Net Output in ord to mee it obligatons to the Tramission Provider or
Netork Service Pròvider to operate within system limitations, (c) the Facilty's Output is not
received beause the Facilty is not fully integrate or synchrniz with the Sys or (d) an
event of Fore Majeur prevents either Par frm deliverig or reeiving Net Ouut Seller shall
renaly detine the MW amoun ofNet Ouut curled pur to this Secon 6.3 af the
fa bas on the amount of energ that could have been geerte at th Facilit and deliver to
PacifiCotp as Net Out but that was not gener and deliver be of the curent Seller
sha dete the quatity of suh cued ener ba on (x) the time and duron of the
curilmen period and (y) wind conditions rerded at the Facil durg the perod of curilment
and the power cure speified for the Wind Turines as shown in Exhibit A Seller sh prmptly
prvide PacifCotp wi acss to such inormation and data as PacifiCorp may resonably
21
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fInsertj. LL-Fiv Pi
reui to conf to its reonable safaon the amount of ener th was not gene or
delier be of a curen describe in this Section 6.3.
6.4 PacifiCorp as Merchant. Seller acknowledge that PacifiCorp, acting in its
merchat caacity fuction as puha under ths Agrent, ha no responsibilty for or contl
over PacifiCorp Trasmion or any sucso Tramission Prvide. .
6.5 Outges.
6.5. i Planed Outa. Except as otherwse prvided here Seller shl not
schedule Planed Outge durg any portion of the months of November, December, Januar,
Febru, June, July, and Augut, excet to the ext a Planed Ouge is renaly re to
enle a vendor to sa a gu reuient in a situon in whch the vend is not oter
able to pemi th gu WOiK at a tie oter th durg one of th mon specified abve or toth ex suh Plaed Ouge is re in acrdce with Pm Electrca Prces. Seller
sh, in Exibit D, provide PacifCozp with an an fore ofPla Outa for eah Cont
Yea at lea one (l) mon but no more that three (3) months, before the first day of that
Contrat Year, and shall promptly updte such schedule, or otherwse change it only, to the
extent that Seller is renably reuire to cha it in order to comply with Prudent Eleccal
Prces. Seller shal not schee more th one hun fift (150) hour of Plaed Oues for
each calendar yea. Seller shall notify PacifiCorp of any deviation to the annual Planed
Ouge schede, abve, on the Monday pr the schedg week in which the sooner of the
following wil occur: (a) the outage as predicted in the Planed Outage schedule; or (b) the
outage per Seller's revised plans. Such notice shall consist of a Monday-Suny, hourly
spreee showig the revis to Facili curen (M for th scheduling week. Seller
shl not schedue any mainace of Shar Inteonnecon Facilites durg November,
Debe, Janua, Feb, June, July, or Augu without the prior wrtten apprval of
PacifiCorp, which appval may be reasonably witheld by PacifiCorp.
6.5.2 Maintece Ous. If Seller renably detnnes tht it is necssa to
schedule a Maitenace Outae, Seller shall notif PacifCorp of the propose Manace
Outage as son as practicale bu in any even at lea five (5) days befor the outge begi (or such
shortr peod to which PacifCoi may reonaly coen in light of then existi wid conditions).
Upon suh notice, the Pares shll plan the Mace Ou to muty acmmod the
renale reuient of Seller and the sece obligation ofPacifCo. Seller sh tae all
rele mea an us commerially reonale effort consistet with Prudent Eleccal
Praces to not schedule any Mace Ou durg the followi peod: June 15 thug June
30, July, Augu and Sepbe 1 thugh Sepbe 15. Seller shl include in such notce of a
proposed Maian Ou the expe st da an tie of the outge, the amoun of
generon caity of the Facil th wi not be availe, and the exed completon date and
tie of the out. Seller may prvide notice under this Section 6.5.2 oraly. Seller shall confi
any such ora notificaon in wrtig as soon as practicable. PacifiCorp shall promptly respond
to such notice and may request renale modifications in the schedule for the outae. Seller
shll us all renable effort to comply with PacifCorp's reue to mod the schedule for a
Matenace Outge if such modfication ha no substtial impa on Seller. Seller shal noti
PacifiCorp of any subseuent chages in geeron caity of the Facilit dur such Mace
Ouge and any chages in the Mace Out completon da and tie. Seller shl ta al
22#442
(Insert), LL-Fiv Pi
renale meas and exeris it commerially reonale effort consist with Pndet
Elecca Pratices to min th fruency and durtion of Mace Outages.
6.53 Forc Outes. Seller shall promptly provide to PacifiCorp an ora
rert via telephone to a numbe spifed by PacifCorp, of any Forc Ou of th Facilit. Such
report shl inlud th amount of geeron caity of the Facilty th wil not be availe be
of the For Ou and the ex re date and tie of such generaon caacity. Seller shall
promptly updàte the report as necessa to advise PaifCorp of cha cice. If the
Forc Ou reul in more than 15% of th Facilit Cait Ra of th Facil being
unvailable, Seller sh conf the ora rert in wrtig as soon as prcale. SelJer shall tae all
renale mea and exerise its coerially renable effort consiiite with Prdent
Electrcal Prtice to avoid Forc Outages and to minimize their durtion.
6.5.4 Notice of Deratings and Outages. Without limiting other notice
requirements, Seller shall notify PacifiCorp, via telephone or via electronic mail, to a number
or email address specifed by PacifiCorp, of any limitation, restriction, derating or oute
know to Seller th afec th geon caity of the Facilty in an amount grater 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 Planed
OUs and Maitece Outges that Seller reasonably expts to encounter in the ord
coure of operatig the Facili in the Scheduled Monthy Ener Deliery amounts in the Energy
Delivery Schedule set fort in Exhibit D.
6.6 Scheduling.
6.6.1 Coopeaton and Stadas. With re to any and al scheduling
reirents in th Agren (a) Seller shal cope with PacifCo wi resp to schedingNet Outut and (b) eah Par shl designate auoried retaves to communca wi rega
to schedulg and relate mat arin herun.
6.62 Schede Cordinon. If as a result of ths Agrment, PacifCorp is
deemed by an RTO to be ficially responsible for Seller's peonnance under the Geeron
Interconnecon Agremen due to Seller's lack of stding as a "scheduling cordatt' or other
RTO regnizd designon, quaificaion or oterse, then (a) Seller shl acir such RTO
regniz stding (or shall contrac with a thir pa who ha such RTO regn stang)
such th PacCo is no longe respible for Seller's perormce under the Generaon
Inteonnection Agrement, and (b) Seller sh defend, inem and hold PaciCo hales
ag any liabilty arin du to Seller's pedormce or failur to pedonn under the Generation
Internnection Agreement or RTO requirment.
6.7 Deliver Exceeding the Maximum GIA Deliyery Rate. Seller shall not deliver
energy frm the Facilty to the Point of Deliver at a ra th exceds the Mamum GIA
Delivery Rate. Seller's failur 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 an subjec to the pr saet
reuirments of Seller, and Requirements of Law relating to workplace health and safety,
23
#4549742
(Insert), UC-P Pi
Seller shall provide PacifiCorp and its authoried agents, employees and inspectors
("PacifCorp Represntaties") with rele acc to the Facilty: (a) for the purse ofre
or teg metrig equipment, (b) as necssar to witns any acceptce tes, (c) for purose of
implementing Section 4.6, and (d) for other reasonable puroses at the reasonable request of
PacifCorp. PacifCorp shall release Seller ag and frm any and all any and all loss, fies,
penalties, claim, actions or suits, including costs and attrney's fees, both at tral and on
appeal reg frm acons or omssion by any of the PacifiCorp Reenves in coecon
wi their access to the Facilty, except to the extent th such damages are caused or by the
intentional or grossly negligent act or omission of Seller.
SECTION 7.MOTIVE FORCE
Prior to the execution of ths Agrment, Seller provided to PacifiCorp Wind Leases and a
motive force plan including an hourly wind profile acceptable to PacifiCorp in its reasonable
discretion and attched hereo as Exhibit F-L. Within the (3) months after the Effective
Date, Seller wil provide a wind report from any of OL Gar Hassan, A WS Truepower,
LLC, or DNV Global Energy Concepts, Inc. certifying that the implementation of the fuel or
motive force plan can reasonably be expected to provide fuel or motive force to the Facilty
for the durtion of ths Agreement adequate to generate power and energy in quatities
necessar to deliver the Average Anual Net Output. Seller will provide an updated estimate
of Average Annual Net Output at the time it provides an amended Exhibit A pursuant to
Section 2.2.7 if Seller has selected different Wind Turbines.
SECTION 8.GENERATION FORECASTING COSTS
8.1 Foreas Service Election. PacifiCorp may, in its discron, ad foreg
services for Seller's Facilty to PacifiCorp's existig contract with a qualified wind-energy-
prcton foreg vendor, whch cont and ven may chage dug the te of th
Agreement.
82 Seller's Forecast-Cost Share. Puuant to Commission Order No. 30497,
Seller sha be reponsible for 50010 ofPacifiCozp's co of adding suh forasg seice
C'Seer's Foreast-Cost Share") up to Seller's Capped Forecast-Cost Shae.
83 Ca on Seller's Fore-Cost Sha. Seller's Fore-Cost Sha for a given
Contract Yea is capped at 0.1 % of total payments made by PacifiCorp to Seller for Net
Output durg the previous Contract Yea ("Seller's Capped FOret-C08t Share"). If the last
Contract Year of this Agrement is shorter than a full calenda year, the cap wil be prorated
for tht shortned year. For the years) prior to the second Contrt Year of this agrment tht
equa a full caenda year, Sellers Fore-Cst Sh is capped at 0.1 % of esat payments for
Net Output based on the Energy Delivery Schedule.
8.4 Payment. Seller shall pay to PacifiCorp Seller's Forecast-Cost Share
uncappe by Section 8.3 for each Contract Year in equal payments for each month of such
year except the last month of such year. (For example, in a Contract Year equaling a full
calendar year, Seller would pay 1/1 lth of Seller's Fore-Cst Sha durg eah of the fi 11
monts.) hi the las mont of each Contrac Year, PacifiCozp sh refud to Seller the amount paid
by Seller under ths Secon in excess, if any, of Seller's Capped Foreas-Cost Shae. For a
Contrct Yea encompassed by just one calen. month Seller's payment to PacifiCorp and
24
ff5442
IInsertj, LL-Fiv Pm
PacifCorp's refud to Seller shall be calculated and paid simultaneously. To the extent
practicable, payments and reds uner th Section sh be inlude in month paymnt and
invoice un Seon 10.
SECTION 9.METERIG: REPORTS AND RECORDS
9.1 Metering Adjustment. Meterig will be performed at the location specified in
Exhibit B and in the manner specified in the Generator Interconnection Agreement. All
quatities of en pur heer sh be aaus in acrdce wi Addendum L, so that
the puhad amoun reflects th ne amoun of power flowig in the Sysem at the Point of
Deliver.
12
92 Metg Errrs. If any inpeons or te mae pu to the Geerr
Interconnection Agreement discloses an errr exceeding two percent (2%), either fast or
slow, proper corrction, based upon the inaccuracy found, shall be made of previous readings
for the actual period during which the metenng equipment renderd inaccurte
meaurements if that penod ca be asered. If the ac penod caot be ased the
pr corrtion sha be mae to the meaents taen dug the tie the mete equipmen
wa in sece sin last tested, but not exceeing thee Biling Periods, in the amount the
metering equipment shall have be shown to be in errr by such test. Any corrcton in bilings
or payments resultig frm a coiron in the met record shll be mae in the nex montly
biling or payment rendered.
93 Telemetin. In aci:ce wi the Geeraon .Intennection Agrent,
Seller shall provide telemetering equipment and facilties capable of transmitting to
Tramission Prvider (who wi sha it with PacifiCo as autori by Exhibit H, "Seller
Authtion to Relea Geeron Dat to PacifCorp') the followig inonntion concerng the
Facilty on a re-tie basis, and wil ope such eqpmen when reuest by PacifiCorp to
indicate:
(a) instataeous M W output at the Point of Delivery;
(b) Net Output;
(c) the Facilty's total instataeous generation capacity; and
(d) wind velocity at ùibine hub height.
Seller shall also transmit to PacifiCorp any other data from the Facilty that Seller receives
on a real-time basis, including meteorological data, wind speed data, wind dirction data and
gross output data. Seller shall provide such real-time data to PacifiCorp in the sae detil
that Seller receives the data (e.g., if Seller receives the data in four second intervals,
PacifiCorp shall also receive the data in four second interals). PacifiCorp shall have the
right from time to time to reuir Seller to provide adona telemetg equien and failites
to the ex nec and reasonable.
2 If ston seice is supplied via se fati, PacifiCo will deuc ston sece frm the met 1àilty
outut to calculate Net Output.
2S
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fI1'ert). ILFiv Pi
9.4 Monthly Report and Logs and Oter Information.
9.4.1 Repo. Witin th (30) calenda days after the end of each Biling
Period, Seller shall provide to PacifiCorp a report in electronic format, which report shall
include (a) sumes of the Facilty's wid an out da for the Biling Period in inteal not to
exced one hou (or suh short peod as is renaly possible wi commercially available
technology), including information from the Facilty's computer monitorig syst;
(b) sumaries of any other signficant events relate to the conscton or operon of the
Facilty for the Biling Perod; (c) dels of Avaiil of the Facilty for the Biling Period
sufcient to caculate Availabilit and includig hourly average wind velocity measured at
tubine hub height and ambient air tepe; and (d) any suprtg inonnation th
PacifCorp may frm tie to tie renaly rest (includin histrica wid data for the Facilty).
9.4.2 Elecnic Fault Log. Seller shl matain an elecnic fat log of
options of the Facilty du eah hour of th te of ths Agren commenciIl on the
Commerial Operaon Date. Seller shall provide PacifiCorp with a copy of the elecc falt log
with th (30) caenda days afer th end of the Bil Perod to which the fault log applies.
9.43 Upon the reue ofPacifCorp, Seller sl prvide PacifiCorp the
manufactus' guidelines and recommendaons for maintenance of the Facilty equipment.
9.4.4 By eah Janua 10 followig the Commerial Opon Date, Seller shl
provide to PacifiCorp wrtt ceificaton that Seller ha complet all the manufacturs'
gudelines and reommendations for maitenace of the Facilty equipment applicable to the
previous calenda yea.
9.45 At any tie frm the Effectve Dat, one (1) yea's ad notice of the
teinaton or expiron of any agrement, includi Wind Lees, put to which th Facilty
or any equipment relat ther is up the Facilty site; prvided th the foroin does no
auori any early tennon of any land lea.
9.4.6 As soon as it is known to Seller, Seller shl disclose to PacifiCozp, the
ext of any mateal violation of any envienta laws or reguation arsing out of the
constrction or operation of the Facility, or the prsence of Environmental Cotainaton at th
Facil or on the Prises, alleged to exst by any Goverent Authority havingjunsdicton over
the Preises, or the preent exstece of, or the ocurce dug Seller's ocupcy of th
Prmiss of, any enorcement, legal, or regulatry acon or pring relag to such alege
violaion or alleged prce of Envinmenta Contaaton preny occurg or havig
oc durg the period of time that Seller has occupied the Premises.
9.5 Maitece of Met Equipment TQ the ex no othse prvided in the
Generator Interconnection Agrement, PacifiCorp shall inspect, test, repai and replace the
meting equipment periodicay, or at the reues of Seller if Seller has reason to believe
met may be off an reuest an inon in wrting. To the ex not otei prvided in
the Genertor Interconnecton Agrment, all PacifiCorp's cost relating to designng, inling,
mataing, and repaig metrig equipment instled to acmmodte Seller's Facilty shall be
borne by Seller.
26
fl548-42
(Insert), LL-F Pi
9.6 WRGIS Metering. Seller shall cause the Facilty to implement all necessar
generation information communications inWRGIS, and report generation information to
WRGIS pursuat to a WREGIS-approved meter that is dedicated to the Facilty and only
the Facilty.
SECTION 10.BILLINGS. COMPUTATIONS AND PAYMENTS
10.1 PaYment for Net Output. On or before the thirtieth (30t) day followig the
end of each Biling Period. PacifiCozp shall send to Seller payment for Seller's deliveries of
Net Ouut to PacifCorp, togeer with computations supprtg such payment PacifCozp may
off any su payment to reec amoun owig:f Seller to PacifCorp pur to ths
Agen or the Generon Intennon Agrent Any such off sh be sely
iteized on the sttement accompanying each payment to Seller.
102 Anual Invoicing for Output Shortall. Thirt calendar days aftr the end of
each Contrt Yea, PacfiCozp shal deliver to Seller an invoice showi PacifCorp's computtion of
Output Shortall, if any, for all Biling Periods in the prior Contract Year and Outut
Shortall Damages. if any. In preparng such invoices, PacifiCorp shall utilize the meter data
provided to PacifiCorp for the Contract Year in question, but may also rely on historical
averages and such other information as may be available to PacifiCorp at the time of invoice
prparation if th me data for such Contr Yea is 1h incomplet or otere not avaiable. To
the extet reuire PacifiCozp sha prepa any such invoice as prompty as prctcable following
it receipt of actul results for the relevant Contract Year. Seller shall pay to PacifiCorp, by
wire trsfer of imedatly available fu to an acun speified in wrtig by PacifCorp or by
any other mea agred to by the Pares in wrti :f tie to tie, th amoun se fot1 as du in
such invoice, and shall within thirt (30) days afr receiving the invoice rase any objections
regaing any disputed porton of the invoice. Objecons not mae by Seller wi the thir-day
period shall be deemed waived.
103 Intet on Overdue Amounts. Any amounts owig afer the due date thereof
shall bear interest at the Prie Rate on the date the amount bee due, plus two percent
(2%). from the date due until paid; provided, however, that the interest rate shall at no time
exceed the maximum rate allowed by applicable law.
10A Dimmed Amounts. If either Par, in good faith disputes any amount due
pursuant to an invoice renderd hereunder, such Par shall notifY the other Par of the
specific bais for the dispute and, if the invoice shows an amount due, shal pay th porton of
the statement that is undisputed, on or before the due date. Any such notice shall be provided
with tw (2) ye oftle date of the invoice in whch the err fi ocui. Ifany amount
diut by such Par is deted to be due to tle otler Par, or if th Pares relve the
payment dispute, the amount due shall be paid within five (5) days aftr such determination
or resolution, along with interest in accordance with Section 10.3.
SECTION 11.SECURIY
11.1 Delay Security:
11.1.1 Du to Post Secur. By the da prvided in Seon 2.2.2, Seller shl
post a Leer of Credit, cash or a parental guaranty, each in a form acceptable to PacifCozp, in
27
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¡Insert), LL-FivPin
the amount caculatd puruat to Setion 11.1.2 ("Delay Securi'). To the ex PacifCorp makes
a drwig under the Delay Securty, Seller shal, wi fift (15) caenda days, rest the Delay
Seurty as if no suh dedcton had occured.
11.1.2 Calculon of Delay Securty. The doll value of Delay Securty shl
equa the grter of: (1) fort-five dollar ($45) multiplied by the Maum Facilty Delivery Ra
with the Maimum Facilty Deliver Ra being meaur in kW (b on the fi Facilty
CapaityRatig deted by Janua 31, 2012); or (2) the sum of the prduct, for each of the
fi the caenda month afr the Delay Perod Commencen Date, of:
the energy in the Initial Year Energy Delivery Schedule for the month (kWh)
multiplied by the monthly weighted average On-Peak and Off-Pea
Conforming Energy Puha Prce for the month ($) diide by 1000.
Such amount shall be fixed upon execution of this Agrement.
11.13 Righ to Draw on Secur. PacifCorp shl hae the right to dr on the
Delay Secur to collec Delay Liquda Dam. Commencing on or abut fi of eah month
PacifiCorp wil invoice Seller for Delay Liquidate Damages incurd, if any, dug the predg
mont. If insuffcient Delay Securty is avale, Seller shall pay PacifCorp for inoiced Delay
Liquda Damag no la th fie busines days afr receiving such invoice. Th Paies will
mae bilings and payments for Delay Liquidated Damages in accordance with Section 10.
11.1.4 Paial Releae of Delay Securty. Prvide that Seller has mataed
Delay Securty in acrdce with Secon 1 i .1.1, PacifCozp shal relea one-th of the original
amount of Delay Securty stated in Section i 1.1.1 eah time Seller accomplishes a milestone
(a) or (b), below:
(a) Seller ha (i) exeut the Geeron Intennecon Agrent
with Transmission Provider; and (ii) paid in full any intercnnection and/or sym upgrde
cost Seller is obliga to pay in adance of intemiecon constrction.
(b) Seller ha pour the concr foundaion at eah ofit planed
individua Wind Turbine locations.
PacifCorp shall make the parial refud of Delay Security required above within ten business
days of the date Seller provides PacifiCorp wrtten notice (along with satsfary doumenon
therf) tht it ha acomlied milesne (a) or (b) abve.
11.1.5 Ful Relea of Delay Secu. Unless PacifCo disput wheter Seller
has pad al Delay Liquida Daag, PacifiCozp shl releas all reg Delay Securty upon
the earlier of the 30t calenda day following commencement of Commeria Option or the
60t calendar day followig PacifCorp's teimon of this Agreement.
11.1.6 Defat. Seller's falur to post an mata Delay Seurty in acrdce
with Section 1 i.l will cotu an even of de uness cur in acrdce with Secton 12.1.1 of
th Agrent.
11.2 Default Security (Levelized Pricing Only). (Reserved)
28
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SECTION 12. DEFAULTS AN REMEDIES
12.1 The followig events shall consttute defaults under ths Agreement:
121. Non-Payment A Par's faiur to mae a payment when due unde tl
Agrent or post and mata securty in conformce with the requients of Secon 11 or
mata ince in confonnce with th re of Secon i 4 of ths Agen if th
faur is not cu wi te (10) businss days af th non-dfaulti Par gives the
defaulting Pary a notice of the default.
12.12 Brech of Represetaon. Breach by a Par of a representation or
waty se fort in ths Agrent, if such faur or brch is not cur with th (30) days
followig wrtten notice.
12.13 Defat on Ot Agreements. Seller's falure to cur any default unde thGeon Intennon Agrt or any ot agent be the paes relat to this
Agrent, the Geeraon Inteiion Agrent, or the Facilty with the tie alowe for a
cur mide su agen or inen
12.1.4 Insolvency. A Par (a) makes an assignent for the benefit of its
cretor; (b) fies a petition or otherw commences, auonz or acesces in the
commenceent of a pro or caus of acon tm any ba or si law for the
prteon of creditors, or ha such a pettion fied ag it and such petion is not withdrwn or
dismsse with six (60) days afer such filing; (c) beomes inolvent; or (d) is unle to pay
its debts when due.
121.5 Maal Adve Che. A Ma Adver Che ha ocur wi
respect to Seller and Seller fais to provide such pedormance assurces as ar rely
l' by PacCoip, wi th (30) days frm the da of suh re
121.6 s,eto Th-Par. Seller's sale of Net Ouut to an enty othertb
PacifiCoip, as prohibited by Section 4.2.
12.1.7 Non-Deliver. Unless excused by an event of Forc Majeur (includg
PacifCorp's breach ofits obligatons unde ths Agrent), Seller's faiur to deliver any Net
Energy for th consutve caenda mont.
121.8 A Par other fas to peor any maal obligation (includ bu not
lite to faur by Seller to meet any deine se fort in Secon 2.2.1 though 2.2.10, but
exclud Setions 4.7 and 9.6) impoed upn th Par by ths Agrent iftl faur is not cu
wi th (30) days af the non-dfaulti Par gives the defti Par notice of th defa
For th avoidace of doubt the faur of Seller to achieve the Commerial Opon Dat by
Debe 31, 2012 sh not give rise to an Event of Defat puruat to ths Seon 12.1.8 and the
faur to achieve Commerial Opon Date sh be exclusvely gover by Setion 12.1.9.
12.1.9 Seller fais to aceve the Commercial Option Date by the 91 st day
following the Delay Period Commencement Date, provided, however, that, upon wrtten
notice frm the defaulti Par deliver pror to the ni-fu (91 sl day of delay, ths niet (90)
day perod sh be extended by an additiona one hundr and fift (150) days if(a) Seller ha
29
#45442
flnsert), UC-Fiv Pm
pour th concr fowidaon at each of it pla indidua wi tuin locons; and (b) Seller
relenishes Delay Defa Securty in acrdce with Secon 11.1.1. Seller shall contiue to accru
Delay Liquidat Daag in acrdance with Seon 2.5 (Dlay Prce ties th Delay Value) unl
th Prjec acmeves Coerial Operation or this Agrement is terminated.
122 In the event of any default hereunder, the non-defaulting Par must notify the
defaultig Par in wrtig of the circe indicating the deaut and outinng the
reen to cur the defat. If the default ha not be cur with the prcrbed tie, abve,
the non-dtàu1ti Pa may te ths Agrent at its sole dion by delier wr
notice to the oder Par an may pue any an al leg or equile reedes prvided by law or
pu to this Agr The rights prvide in ths Secon 12 ar cwulatve such th the
exerise of one or more righ sh not cotu a waiver of any oder rights.
123 In the event ths Agreement is te becus of Seller's defaut and Seller
wishes to aga sell Net Outpt frm the Facilty using the same motive forc to PacifiCor
following such termination, PacifiCorp in its sole discretion may require that Seller do so
subject to the te of ths Agrent, includg but not limte to the puha prce as set for in
(Secon 5), un the Exiron Date (as se fort in Secon 2.1). At such tie Seller and
PacifiCorp agre to execute a wrttn document ratifying the tes of this Agreement.
12.4 If this Agren is teinate as a re of Seller's default, in aditon to and not
in limitation of any other right or remedy under this Agrement or applicable law (including
any right to set-off counterclaim, or otherwise withold payment), Seller shall pay
PacifiCorp Ouut Shortl Dam for a peod of eigh (18) mont frm th dat of
teinaon plus the estimated adminstrative cost to acquire the replacement power. The
Pares agree that the daages PacifCorp would incu due to teon resultig frm Seller's
detàult would be difficult or impossible to predict with cerinty, and that the damages in this
Section 12.4 are an appropriate approximation of such damages.
125 Recoupment of Damages.
(a) Default Securty Available. If Seller ha posted Default
Security, PacifiCorp may draw upon tht securty to satisfy any damages, above.
(b) Defat Secty Unavailale. If Seller ha not post Defat
Securty, or ifPacifCorp ha exaused the Defalt Securty, PacifiCoip may collec any reg
amount owig by paally wioldi fu paymen to Seller over a reonale peod of tie.
PacifiCorp and Seller sha woik togeer in go fath to estlish the peod, and monty
amounts, of such witholdig so as to avoid Seller's defat on its commercial or ficing
agements nec for its contued opon of the Facilit.
12.6 Upon an event of default or tm event resultig frm default under this
Agreement, in addition to and not in limtation of any other right or remedy under this
Agrement or applicable law (including any right to set-off, counterclaim, or otherwe
withold payment), th non-dtig Par may at its opton se-off ag any amowi owed to
the defaulting Pary, any amounts owed by the defaultig Par under any contract(s) Or
agens) beee 1he Pares. The obligaons of the Pares sh be deed sasfed and
dischaed to the extnt of any such se-off. The non-dfaultig Par sh give the detàulti Par
30
tf5442
flnsert). LL-Fiv Pin
wrttn notice of any set-ofE bu faur to give such notice sha not afec the validity of the set-
off.
12.7 Amounts owed by Seller pursuant to this Section 12 shall be due within five
(5) business days after any invoice frm PacifiCorp for the same.
SECTION 13. INDEMNIFICATION: LIABILITY
13.1 Indemnities.
13.1. Inde by Seller. Seller shl relea, indemifY and hold harles
PacifiCorp, its directors, offcers, agents, and representatives agaist and from any and all
loss, fies, peales, claims, acons or suits includ cost an atrney's fes, both at tr and on
ap, retig fr or arsing out of or in any way connec with (a) the energy delivere 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 Facility, or (d) arsing
from Seller's breach of ths Agrement, includg wiout limtaon any loss, clai acon or suit,
for or on acunt of inju, bodily or otherwise, to, or death of, persons, or for daage to, or
destruction or economic loss of propert belonging to PacifiCozp, Seller or other, excepting
only such loss, clai, acion or suit as may be caused solely by the fault or grss negligence of
PacifiCorp, its directrs, offcers, employees, agents or representatives.
13.1.2 Inde by PacifCom. PaifCoip sha releae, indefy an hold
haless Seller, its dirs, offcer, agts, lende and reseves agnst and frm any and
all loss, fies, peties, claims, actions or suits, includg cost and attrney's fes, both at tr and
on appal, resultig fr, or arsin out of or in any way connecte with the energ deliver by
Seller unde th Agreeent af the Point of Delier, inludg wiout liiton any loss, cla,
acon or sut, for or on acunt of injur, bodiy or otherse, to, or deat of, pens, or for daag
to, or decton or economic loss of prpert, exceptg only such loss, claim, action or suit as
may be caed solely by the fault or gr negligenc of Seller, its dirs offce, employes,
agents, lenders or representatives.
132 No Dedication. Nothing in this Agreement shall be constred to create any
dut to, any stadard of car with reference to, or any liabilty to any person not a Pary to
this Agreement. No undertng by one Pary 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 statu ofPacifCorp as an indepedent public utlity
corpraon or Seller as an independent individual or entity.
13.3 No Warranty. Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confiration by
PacifiCozp and PacifiCorp makes no waties, expresse or implied, regarng any aspe of
Seller's design, speifications, equipment or facilties, includig, but not limited to, safety,
dubili, reliabilty, st caacit, adeqy or ecomic feaibilty.
13.4 CONSEQUENTIA DAMAGES. EXCEPT TO TH EXTENT SUCH
DAMGES AR INCLUDED IN TH LIQUIDATED DAMGES, DELAY DAMAGES,
OR 01 SPECIFIF ME QF DAMGE EXRESLY PROVIED FORIN1H
AGRE, NEIT PARTY SHA BE LIALE TO TH OTHRPARlYFOR
31
#45442
(Insert), UC-Fiv Pin
SPECIA PUNE, lNIR, EXIAY OR CONSEQUEL DAMGES,
WHTHER SUCH DAMGES AR ALLOWED OR PROVIDED BY CONTRCT,
TORT (ICLUDING NEliGECE, STRCT LIAIL, STA TU OR OTIWISE.
SECTION 14.INSURACE
14.1 Certificates. Prior to connection of the Facilty to the System, Seller shall
secure and continuously car ince in compliance with the reirents of ths Secon.
Seller shal provide PacifiCozp insurce cerificate(s) (of "ACORD Form" or the equivalent)
certifying Seller's compliance with the insurance requirements hereunder. Commercial
General Liabilty coverae wrtt on a "clama" bais, if any, sh be speifcay idened on
the certcate. If rest by PacifCorp, a copy of each insuce policy, certfied as a tre copy
by an authorized representative of the issuing insurce company, shall be furnished to
PacifiCorp.
142 Required Policies and Coverages. Without limiting any liabilties or any other
obligatons of Seller under this Agrement, Seller shall secure and continuously carr with
an insurance company or companies rated not lower th "A-:VI" by the A.M. Insurce
Report the insurance coverage specified below:
142.1 Coer Geer Liailty ince, to includ con1rliabilty,
with a minimum single limit of $ i ,000,000 per occurnce to protect against and from all loss
. by reasn of injur to persns or daage to prope based upon and arsing out of the activity
under this Agreement.
1422 All Risk Prpert insurance providing coverage in an amount at leat
equa to 80% of the relaent value of the Facilty aga "all ri" of physical loss or damag,
including coverage for ear movement, floo and boiler and machinery. The Prpe policy may
contn sep sub-lim and dectbles subjec to ince compay undertig guidelies.
The Risk Policy will be mataed in acordce with ters available in the insuce market
for similar facilties.
143 The Commercial Generl Liabilty policy requied herein shall include
(i) prvisions or endorents nag PacifiCoip, its Boar of Dirrs, Ofcers and employes
as additional insureds, and (ii) cross liabilty coverage so that the insurance applies
separtely to ea in agst whom cla is mae or suit is brougt, even in ince wher
one in claims against or sues another insured.
14.4 All liabilty policies require by this Agrement shall include provisions that
such insurce is primar insurce with respect to the interests ofPacifiCorp and tht any
other insurance maintaed by PacifiCorp is excess and not contrbutory insurce with the
insurance reui herunder, and provisions tht such policies shl not be canceled or their lim
ofliabil rece wiout (i) te (10) busines days prior wr notice to PacifiCorp if caled
for nonpayment of premium, or (ii) thirt (30) business days prior wrtten notice to
PacifiCorp if canceled for any other reason.
14.5 Commercial Geera Liabilty inurce coverae prvided on a "clais-mae"
basis shall be maintained by Seller for a minimum period of five (5) years aftr the
32
ff5442
(Insert), UC-F Pi
completion of th Agent and for such other lengt of tie ne to cover liabilities arsi
out of the activities under this Agrement.
SECTION is.FORCE MAUR
15.1 As used in this Agreement, "Force Majeure" or "an event of Force
Majeure" mea any ca beyond the renable contrl of the Seller or ofPacifCozp whch,
despite the exercise of due dilgece, such Par is unable to prevent or overcome. By way of
exaple, Force Majeure may include but is not limited to acts of God, flood, storms, wars,
hostilities, civil ste, st, and other labor disba, eaques, fis, lightnin epidemics,
satage, restt by cour order or other delay or falur in the peonn as a resuh of any acton
or inaction on behalf of a public authority which is in each case (i) beyond the reasonable
control of such Pary, (ii) by the exercise of reasonable foresight such Par could not
reasonably have been expe to avoid and (iii) by th exerise of due diligence such Par shal
be unable to prevent or overcme. Forc Majeur, however, speifcay excludes the cost or
availabilty of ful or motive force to operate the Facilty or chages in market conditions tht
afect the prce of energy or trmission. If either Par is render wholly or in par unable to
perform its obligaon under ths Agent bese of an event of Forc Majeur, both Pares
shl be excused from whatever performance is affected by the event of Force Majeure,
provided that:
15.1. the non-peoig Par, sh, as son as prcale bu no la than wi
tw (2) weks af the ocurce of the Force Majeure, give the other Par wrtt notice
describing the pariculars of the occurrnce, including the start date of the Force Majeure, the
cause of Force Majeure, whet th Facilit re pay opeon and the ex end da
of the For Majeure;
15.12 the suenion of performance shall be of no grr scope and of no
longer duration than is required by the Force Majeure;
15.1.3 the non-peorg Par uses its best effort to reedy its inabilty to
perform; and
15.1.4 the non-perfonng Par shl provide propt wrn notice to the oter
Par at th end of the Force Majeur even deling the end da, caus therf: dage cau ther
by ~d any re th were reui as a resut of th Forc Majeu event, and the end date of the
Force Majeure.
15.2 No obligations of either Par whch arse beore the Forc Majeu causing the
suspension of perormance shall be excused as a result of the Force Majeur.
15.3 Neither Par shall be required to settle any strke, walkout, lockout or other
labor di on te whch, in th sole juden of the Par involved in the disput, ar contr to
the Part's best interest.
SECTION 16.SEVERA OBLIGATIONS
ft5442
Nothing contained in this Agrement shall ever be constred to create an association, trst,
parership or join ventu or to impose a tr or parership dut, obligation or liabilty
33
(Insertj, LL-FivPi
between the Parties. If Seller includes two or more paries, each such part shall be jointly
and severally liable for Seller's obligations under this Agrement.
SECTION 17.CHOICE OF LAW
Ths Agrent shal be interpre and enforcd in acrdce wi the laws of the state ofIdaho,
excluding any choice of law rules which may diret the application of the laws of another
jursdiction.
SECTION 18.PARTIAL INALIDITY
It is not the intetion of the Pares to viola any laws goverg the subject mar of ths
Agrement. If any of the tes of the Agrent ar fiy held or denned to be invalid,.ilega
or void as being contr to any aplicale law or public policy, all other tes of the Agrmen
shall re in effect. If any te ar finally held or detennined to be invalid, ilega or void, the
Pares shal enter in negotion conce the te afec by such decision for the puse of
achievg confonnty with reuients of any applicale law an the intent of the Paries to this
Agrement.
SECTION 19.WAIVER
Any "waiver at any time by either Par of its rights with respect to a default under ths
Agent or with ret to any other ma aring in connection with this Agrent mus be~
wrting, and such waver shall not be demed a waver with re to any subsequent default or
other matter.
SECTION 20.GOVERNMENTAL JURISDICTION AND AlJTORIZATIONS
PacifiCorp's compli with the te of ths Agent is codioned on Seller's sussion to
PacifiCorp prior to the Coeria Opon Dat of copies of all loc ste an fedra licees,
pets and other apprvals as then may be req by law for the constcton opetion and
maienance of the Facilty. Failur to mata suh lawf sts af the Commerial Opon
Dat shall be an event of defalt, suject to Seon 12.
SECTION 21.SUCCESSORS AN ASSIGNS
21. i Th Agrem and al of the te an prvision heref shal be bindi upo an
inur to the benefit ofthe respective successors and assigns of the Paries hereo, except that
no assignent herofby either Par shall beome effecve without th wr consent of both
Pares being fi obted. Such cons sh not be unly wield; provided that the
Partes agree that commercially reasonable writtn amendments to the Exhibits to this
Agrement and such other written updates to the information contained therein related to the
Facilty may be made in the event of any assignment of this Agrement puruat to the terms
of this Section 21.1. Notw1hdig the fit sece of th Secon, (a) any entity with which
PacifCozp may consolidate, or into which it may mer, or to which it may conveyor transfer
substatially all of its electric 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 Agrement and (b) Seller shall have the right to assign
this Agreement, subject to PacifiCorp's writtn consent, which consent shall not be
34
if5442
(Insert). LL-Fiv Pi
unreasonably withheld or delayed, for collateral security purposes to one or more financing
entities (or a collateral agent actig on their behalf) providing financing to Seller for the
Facility, in which event PacifiCorp agres to provide a wrttn consent in favor of Seller's
financing entiti~s in form and substace similar to consents executed by PacifCorp in
connection with non.recour project financings. Ths aricle shall not prevent a financing
entit with reorded or secur rights frm exercising al rights and reedes 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 wrtt
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 terinate this Agreement
by providing wrtten notice oftermination to PacifiCorp on or before January 5,2013. Upon
PacifiCorp's recipt of writtn notice of termintion from Seller, the Original PPA shall
automatically be deemed to be reinstated and in full force and effect. Upon such
termination, PacifiCorp shall retu the Delay Security to Seller and Seller shall have no
fuer liabilty or obligations of any kid under this Agreeent.
21.3 Seller and all successors and assigns acknowledge that this Agrement is in
par the result of a settlement stipulation between PacifiCorp, CCW and the Staff of the
Idao Public Utilties Commission that was approved by the Idao Public Utilties
Commission is Case Nos. PAC-E-ll -01 thugh PAC-E-I1-05 (the "Stipulation''). This
Agreement is subject to, and incorporates, the terms of the Stipulation.
SECTION 22.ENTIRE AGREEMENT
22. i Th Agrent supes al pror agrens, prposas, retaons,
negotiations, discussions or lettrs, whether oral or in writing, regarding PacifiCorp's
purhase of Net Output from the Facilty. No modification of this Agrement shall be
effective unless it is in wrting and signed by both Paries.
22.2 By executg ths Agreeent, each Par releases the other frm any claiis,
known or unkown, that may have arsen prior to the execution date ofthis Agreement with
repe to 1he Facilty and any prsor fail prpose to hae be coct on the site of the
Facilty.
SECTION 23.NOTICES
All notice except as otherse prvided in ths Agrent shall be in wrng, sha be dite as
follows and shall be considered delivered if delivered in person or when deposited in the
U.S. Mail, postage prepaid by certified or registered mail and return receipt requested.
Notices
All Notice
PacifiCorp
PacifiCorp
Seller
(Insert Name of Ridgeline Affliate)
Creek Wind, LLC
83 S. King Stret, Suite 200
Seattle, W A 98104
35
#45442
Notice
Al Invoices:
Scheduling:
Payments:
Wir Trfer:
Credit and
Collections
Wit Addional
Notices of an
Evt of Deult
or Potential
Event of Deult
to:
#4549742
825 NE Multnor Str Portd,
OR 97232
Att: CoAdmison
Suite 600
Phone:[phone]
Facsimile: (503) 813-
6291 E-mail:
(Insert), LL-FivPi
Att: Joan Hutchinson
Phone: [phone]
Facsimile: 503-296-5450
E-mail: jhutchinson~l-en.com
Dus: 00-790-9013 Duns: (TBD)
Fed Tax ID Num 93-046 Fed Tax ID Numbe: 80-0326448
PacifCorp
Att: Back Offce, Suite
700 Phone:[phone]
Facsimile: (503) 813 -5580
Att: Resour Plain Sui 600
Phone: (503) 813 - 6090
Facsimile: [phone]
Att: Back Offce, Suite
700 Phone:[phone]
Facsimile: [phone]
Ban One N.A.
To be prvide in se let frm
PacifiCorp to Seller
Att: Cret Ma, Suite 700
Phone:[phone]
Facsimile: [phone]
Att: PacifCo Geer Cowil
Phone:( 503)813-5029 Facsimile:
[phone]
36
Seller
Att: Lindsay Whitney
Controller
Phone: [phone]
Email: lwhitney~l-e.com
Att: Joa Huthi
SVP - Orgion & Mag
Phon: 206-2-4846jhuthin(l-eco
Att: Lindsay Whitney
Contrller
Phone: [phone]
Email: lwhitney~l-en.com
Att: Lindsay Whitney
Controller
Phone: [phone]
Email: lwhitney(ârl-en.com
~ Att: Lindsay Whitney
Controller
Phone: [phone]
Email: lwhitney(gl-en.coni
Att: Legal Deparent
Email: legal(árl-en.com
Phone: [phone]
IInsertj, LL-F Pi
The Paries may change the person to whom such notices ar addressed, or their addresses i
by providing wrttn notices theref in accordance with this Section.
37
ft5442
(Insert), LL-Fiv Pi
In WITSS WHEREOF, the Pares have caused this Agrement to be duly executed as of
the date first above wrttn:
PACICORP,
an Orgon corpration
(INSERT NAM OF RlGEUNE
AFFILIATE
a Delawar limited liabil compay
By:
Name:
Title:
By:
Name:
Title
38
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(Insertj, LL-Ft Pi
EXIT A
DESCRON OF SE.T .ars FACIIT
Sellers Facilty consst of 19 wid tuine geners) mauf by Suzon Mor
specifcally, each generator at the Facilty is described as:
Ty (sychnous or inducte): Ashrnous with hiver
Model: Suzon 897-2.1
Number of Phas: Th
Rate Output (kW): 2,100 Rated Output (lVA): 2,34 kVA
Rated Voltae (le to fie): Line side cover 600V, mahie side covert 600V
Rated Currnt Lie(A): Line side cover: 500A, mahie side conver: 435 A
Maum kW Output: 2100 kW Maum kVA Output: 2,234 kVA:Mum kW-Ouut: ~ kW
Maufactrer's Publihed Cut-in Wind Spe: 3.5 metsed
Facilty Capacit Ratig: 39,900 kW at or abve ra wid sp and below cut-outSpe
Maum Faci Delery Rate: 39,90 kW at PacifCoip Gohen
8ubonat 161 kV
Maum GIA Delvery Rate 119,700 kW (cobined wi the oter Ridgline
Prjec decrbe in Addendu LJ
Ideti the maum ouut of the generr(s) and decrbe any dier beee th
outut and the Nameplat Capaty Ra: Maum gener outut is 2100kW (sa as
Nameplate Capacity Rating)
Sttin servce reuiments, and oter loads served by the Fac, ifan, arc describe
as follows: Staon seice reuien cois of Ridg li En Opon andMatena budi loa, tue stby load and tuine cutut load. Aver tu
stadby load for Five Pie is apxiatly 45-60 kW. Cutut load would be int and
not concurent with standby loads.
Loation of the Fac: The Facil is loc in Bonvie County, Idao. The loction
is more parClarly decribed as follows: 430 31.347' Latu, 111048.313' Longtu
WOS84. Locons of eah tue tower relatve to other quaif faclities owed by the
sae entty showig complice wi the spain reents in 18 C.F.R § 292.204 are
attched hereto.
Power factor reuiments:
Rated Power Facr (PF) or reve loa (WAR): 0.94 Le to 0.94 La
Seller has prvide a cop of maufacs Power Cue for the Suzon 897-2. i. PacifCor
mata the power cure in it fies puruat to a Non-Disclosu Agreement between
PacifiCorp and Seller
A-I
39
#45442
EXIT A - Atthment
1. Five Pi Wind Far Site Ma
2 Ditace Betee Wind Turbies of Adjact Qu Facilties
A-2
40#4542
IInsert), LL-F Pi
£Insertj, LL-Fi Pin
FI PlNES PROJECT AREA BONNEVLLE CO., 10
H".
H.l.. HPZ..
.93.
!IN.HPI. HPJ.,"10..NP1Z.
"D" ....
· aft.... ...... Il~... . .¥,~ .I'N'. - ..-. ._.---.'1". .e"',.HPJ -- .---..ø..,. ... ll'U..
.fl14 :"3 rlP1$
..
FIVE PiNES PROJECT AREA &PROPOSED 40MW TURBINE LAYOUT
Leend
c: FIV "'INes PROJECT Soi'NARV II 9qp...d S.bllal.i.aiion _ H.¡I.y
o NORTH PoiìT PRO.ECT BOUNDAy..... "'",p...d Im-."".ci Roull -. MlOl Road
.. 9q_IIT.ibii.l...ti.I40MW) -.11ikV-l'lkV -l.calRo.d
P",p.'11I T.rbn.l...lins (8OM.VI
,+.I~"" 8.2'.'i;,-'.;l'&t;,t
:;n-11'/it,4,1l'"''
u
41
#4549742
(Insert), UC-PPi
Th tabl below list th disnc be tuine i" sep Qualifng Faclit.
Five PIne
TURBINE #
North Point
TURBINE #DISTANCE (FT)
2
3
10
13
2
3
10
13
29
29
29
29
38
38
38
38
560
7238
5558
5522
5350
5832
5467
5770
Fie Pie
42
#4549742
(Insert), IL-Fiv Pm
EXITB
POIN OF DEUY /PARTI' INCONNONFAil
(Seller ha prvided the follow sine lie drwi of the Facilty intemiecon faciltiesincludg metri poin us to cacul Net Ou and any trion failties on Sellers
side of the Point of Delivery.J
The Poin of Deliver is the PacCo 161kV bu at the Gosh substation. Th Metg
Point is the high side of th 34.5-161kV st up tror at Meaw Crk substation.
The metes wil be compensated for losses to the Point of Delivery.
Nor Poin and Five Pie wi sh the Mea Cr 34.5kV -16 lkV collec substaon.
Eah prjec wi have 34.5kV brer 1h wi coec to a comon 34.5kV bus. Th bus wi
coect to a sine 34.5-161kV Power Traormer, 161kV brer, metg eqpmen li
diecswitch and a 5 mile 161kV transmission line to the Jolly Hil Substation.
43
#4S49742
(Insert), LLiv Pi
Meadow Crek
To Jolly Hil Sub
- 5 mile, 161kV
------------------- ---------------------------- ---------------------------------------------_..;-..-....,.".,..""~.
Meadow Creek Sub
\V ~
To Nort Pont II
9 WT$ 9 WTs
79.811
34.5k
.10WTG'
39.9Wi
.
J¿'V
10WTs
Ncr 27. 2011
44
#4549742
'"
r------ í---=:;-------------i r---;:==~--------..-.._-------------1I.' i" ,-' r-- i..~ f', :... A I Ml,. I ~ i f I'll!~ ¡.llJ~. ¡ ¡ :"':~*~'j j . "...'1 :, I ~ ~a' i , 'i I'" I. ~ !ii,__--~ 'fUJI! 1,1 '''_'. (T)m, l i l . I ""..:;¡M'L.___~ L___J i u_~~_J ~t~.
l la!VtL, -l -l -l
~AS I 1. .11
L__________________________________..
---.iL.yili:i'iVë'¡¡æRiÐC-------------------------------- __________________===___ n
il (,-.,.~~
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--JÕU5,-HiLšrÃTi----------------------------;.-t--.:-------t~ i J ~~------~)J--------- ~. ~p~" lf-,f (t!.. r "¡ :"E l-. ~/~
t.e
.."'''..~f;,4'1O,.
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ii
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(Insert), LL-F Pi
,.
'"
..
..
ci
:i
.~ ~l l l J J
-'-t--t'-1-'-1-'-"l..~. 11~ ,~ ..~ ..~.'.l1l4 ~-ll ~c ~-;""D 0...."
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#4548-42
en
45
(Insertj. LL-Fiv Pi
EXHITC
REQUI FAClTIDOQu Facil1y Num to be obted fr ll1C
Th followig Docents ar re pror to deliver of any outut fr th Facil1y:
Geeron Inteonecon Agrent
Agent pe Seller acce to shd inection failties
Prpe rights reed to ma an ope the Prjec in acordce with th
Agreement (site leases, tranmission easements, etc).
The followi Pents ar re on or beor th mieste da spifed in Secon 2.2. i.~
Federal Aviation Adminstration Determnation of No Hazard Bonnevile County
Special Use Pennt Crssin agents with paes oter th PacifCo Tramiion
C-l
46
#4S442
(lnsertj, LL-FivPín
EXD
SUSEUEENGYDEUY SCHUI
Five Piie Wind Project
Scheduled Monthy
Energy Delivery
(kWh)AvekW/mo
Januar 9,881,887 13,247
Februar 8,191,635 12,170
March 11,360,594 15,282
April 9,085,733 12,608
May 10,185,738 13,686
June 8,069,166 11,212
July 7,384,339 9,935
Augut 8,155,779 10,933
September 7,590,732 10,574
October 8,615,123 11,611
November 10,166,694 14,125
December 10,324,201 13,885
TOTAL:109,011,621 12,439
Plaed Oues. Seller wil prvide a Plaed Oue schede anuay not to-exce 150
hour per year.
D-l
47
#45442
¡Insert), UC-Fiv Pin
EXHITE
START-UP TESTIG
Required factory testig includes such checks and tests necessar to determine that the
equipment systems and subsystems have been propely manufactued and instaled, fuction
properly, and are in a condition to permit safe and effcient sta-up of the Facilty, which may
include but are not limited to:
1. Tes of mecanca and elecca eqpmen2. Cabraton of al monrig inen;
3. Oprag te of all vales, opetors, motor st and motr;
4. Alar, signs, and fail-se or syte shutown cotrl test;
5. Point-to-point couity test;6. Bench te of prve deice; an
7. Tes re by mauf) an designers) of eqpment
Required st-up tests are those checks and tests necessa to determine that all features
and equipment, systems, and subsystems have been properly instlled and adjusted, fuction
properly, and are capable of operating simultaeously in such condition tht the Facilty is
capable of contiuous delivery into PacifiCorp's electrical system, which may include but ar
not limited to:
1. Tuiingera mechaca ru and fuctonaity
2 Sys opeon te;
3. Bra te;4. Enon oftronner;
5. S)'chrniing te (maua and au);
6. Excittion and volt reguon opeon te;
7. Auto stst seuence;
8. Completon of any st and feder envinmen teg reuients; and9. Tes reuir by manu:s) an deignr(s) of eqen
For wind projects only, the following Wind Turbine Generator Intallation Checklists ar
required documents to be signed offby Manufacter or Subcntrct Category Commissioning
Personnel as par of the Commissionig and stap testing:
Turin Inaton
Foundation Inon (by Owets inde intor)
Contrller Asbly
Powe CalesCale Inlaton Chec includ: Contller
Top Dec/ Yaw Deck Towe
Top Secon / Saddle Mid
Secon Cales or buss ba
Base Section
Tower Bas Seon
Tower Ligh an Ouets
Tower Mid Seon
Tower Top Sec
Nacelle & Rotor
48
#45442
EXHITF-I
MOT FORæPLA
WI SPEE DATA SUM & HOURY WI PROFI
FI-I
49#442
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.
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.
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.
8
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.
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33
.
9
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31
.
7
%
34
.
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%
33
.
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%
35
.
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%
38
.
5
%
35
.
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%
35
.
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%
22
37
.
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%
32
.
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%
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.
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%
36
.
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%
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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i
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T
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.
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.
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.
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.
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.
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.
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.
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51
~~
4
2
(Insert), LL-Fiv Pi
EXITG
SALE ENGY PURCHE PRICE CAL1l0NS
Th followi ar sales of caculons of ener purhae pnce usin th forul an tales
in Section 5.1.
The calc1Ùaton for the non-Ieveliz purha prce dur an On-Pea Hour in May of 2012
equa $60.24/M (the 2012 an rat for Cononng Ener) m1Ùtiplied by 92% (0.92)
(th May On.Pea Hour multilier) mius $6.50/M (th wid ingron cost), whch eq
$48.92/MWh.
Table 1: Sample cacuons for non-leveli On-Pea Coom Ener in 2012: Puhas
Prce = (anua ra'" monthy On-Peam1Ùtiplier) - wid ingron cost
Month Conform On.Peak Wind Calcute Pue
Energy Hour Inteon Prce for 2012 On.
Anua Rate MuIlier Cost Pea Conform
for 2012 Energ (per MW)
(prMW)
Janua $60.24 103%$6.50 $55.55Febtu$60.24 105%$6.50 $56.75
March $60.24 95%$6.50 $50.73
April $60.24 95%$6.50 $50.73
May $60.24 92%$6.50 $48.92
June $60.24 94%$6.50 $50.13
July $60.24 121%$6.50 $66.39
August $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 1290.1 $6.50 $71.21
Table 2: Samle cacuaton for non-leveli Of-Pea Conon Energy in 2012: Puhae
Prce = (anua ra .. monty Off.Pea multiplier) - wid ingron cot
Month Conform Of.Pea Wind Cate Pu
Energy Hour Intion Price for 2012 Of-
Anua Rate Multiplir Cost Pea Conformg
for 2012 Energ (pr MW)
(pMW)
Janua $60.24 94%$6.50 $50.13
Februar $60.24 97%$6.50 $51.93
March $60.24 80%$6.50 $41.69
53
#45442
(Insert), LL-Fiv Pi
Month Conforming Off-Peak Wind Calculated PurchaseEnergHourIntegtionPrice for 2012 Off-
AnDualRate Multiplier Cost Peak Conforming
for 2012 Energ (per MWh)
(perMW)
April 560.24 76%56.50 $39.28
May $60.24 63%56.50 $31.45
June $60.24 65%56.50 $32.66
July $60.24 92%56.50 $48.92
August $60.24 106%56.50 $57.35
Septmber $60.24 99%56.50 $53.14
October 560.24 105%56.50 $56.75
November $60.24 960/0 56.50 $51.33
December $60.24 120%56.50 $65.79
54
#45442
(Insert), LL-FivPu
EXHITH
Ser Authoritin to Relea Geeraon Data to PaciCorp
55
#4548-42
Ridgli Energy LLC
1300 N Nore Way
Seae, WA 98103
Dir, Trasion Seces
PacifCor
825 NE Multnoma Suite 1600
Port OR 97232
29 November, 2011
To Whom it May Concrn:
Ridglie Energy LLC, on beha of Meaw Creak Prject ("Sellerlt) herby volwitay
auori PacifCorp's Trasmsion busi unt to sh Sener's intenntion inormon
with Ma Afte employes ofPacifÇor Enegy, inludg but no lite to those in
the Comeria an Tra grup. Seller acknowledges tht PacifCorp did not prvide it any
prfereces, either operationa or rate-relate in exchae for ths volwita consent.
¡lli-¡~¿iL, ,.
Joa Hutcon
SVP
Ridgelie Energy LLC
fInsert), LL-F Pi
ADDENUML
To be Reved
STATION LOAD, LOSSES, and NE OUIUT
ALLOCATION ALGORITI FOR TH
CEDAR CREEK WI, LLC PROJECTS
Th Addendu L is hereby ma a par of, an claes cer te in the Power Purchae
Agreement between Ceda Creek Wind UC relang to FIV PIN, an PacifCorp
("Agrement") entered into the 22nd day of December, 2010. Capitalized tenn not defined
herein shl have the meang set for in the Agrment. Ceda Creek Win~ LLC ("Seller")
and PacifiCoip ar at ties refer to herin individuay as a "Par" or collectively as the
"Pariesll.
Ced Crek Win~ LLC shl own a complex of five (naely, Coyote Hi, Five Pie, Ste
Ridge, Nort Point, and Rattese Canyon) separat, Idao small wid Qu Faciles
(each, a "Ceda Creek Project" and collectively, the "Ceda Creek Projects") that share
collec wis, a 34.5/345 kV subson (Ced Creek Subston), and relat eqpment,
whch connect the Quafy Facilties to the Point of Deliver ("Shaed Internnection
Facilties").
PacifCorp ha ageed to buy (and Seller ha agee to sell), at the Point of Deliver, Seller's
tota energ outut net of: (1) Sellets stion serce; (2) ener provided by Seller to another
Ceda Creek Project for station serce; (3) Seller's sh of the tranfomion losses; and (4)
Seller's shar of the line losses beee Seller's Facilty and the Point of Delivery (toget
Sellets "Station Auxliar Load and Losses"). However, Seller and PacifiCorp ag th it is
impossible to mea Senets Staon Auxiar Load and Losses separate and apar frm the
Staon Auxli Lo and Losses of the other Ced Cre Prjects. Therfor, in order to
implement an objecve, prcale, an eqtale prs by whch PacifCo may quti
energy deliver by Seller to the Point of Deliver (net of its Staion Auxliar Load and
Losses), the Paries do agree as follows:
A. Biling Forulae. PacifCorp shl detene Seller's Net Outut in kWh for puroses of
the Agrement using the method specified below. .
1. Defintions
NR == the naeplate ratig (ala Facilty Capacity Rag) of Ce Creek Prjec i.
NRT = the sum of all the naeplate ras of Ced Crek Prjec (i = 1 to 5).
PALT= the accumulated purha energy frm Utiity Supplier, as detened at the Point
of Deliver, to suply the net tota staon auxliar load and losses for th Sha
Inrconnecon Facilties for Ceda Crk Prject i = 1 to 5 whenever such.tota
load and losses exceeds total generation output.
56
fI54S-42
¡Insert), LL~FivPin
PALL; ..;=. the aloc shae of P ALLT for Prject i as deted by multiplyig P AL by
NRj and dividig by NRT.
OP; = for a given integrtion interal, the meted outut energy of Ced Crk Prjec ~
as determed by PacifiCorp's meter at the point where Ced Creek Prjec i
connects to the Shaed Interconnecton Facilties. For any integrtion interval
dung wluch any ener is deliver to a Prject frm the Sha Inonecton
Facilities, such delivered energ is aculated in a septe meter register and
doe not dereen the regite used to mea acmnulat OPj. Theror OPj is
by defition always gr th or eq to zeo, an in the even th met reco
OPj less th zero, OPi shall be deemed to equal zero.
CP = the smn of al OPj (i = I to 5).
NO = for a given integraton inteal, the tota ener delivere to the Point of Deliver
(345 kV bus at Goshen Substation). NOT shal be as measurd at PacifCorp's
met nea the Point of Deliver (kWh in lO-miute inteal), adjusd for any
tranfonnation losses between the mete and the Point of Delivery. For any
integron interal dur which any ener is delivered to the Poin of Deliver
frm PacifCorp's sytem such deliver engy is aculed in a searte met
register of the PacifiCorp meter and does not decrement the register used to
mea acumulat Net Ouut ener. Therfor NOT is by defition always
gr th or eq to zero and in the event the met recrd NOr less th ze,
NOT shall be deemed to equa zero.
NOi the net ener sold to PacifiCor by Ceda Creek Prject i dur the integrtion
interal.
SALLT = the tota of all station auxiar load and losses for the Shared Interconnection
Facilties for Ced Cr Projec (i = i to 5) when NOT is positive.
SAIj = the aloced sh for Ce Crek Prjec i of SAI T.
2. Calculations
Calcuon shal be reonciled and seed monthy. Calculatons sh be bas up raw da
gatherd frm spcifed metrs usin a met integrtion inteal of S, 10, or is miutes at
PacifCorp's electon to match the mete inaton PacifCor spifed ("intetion
interval"). Calculaton shal be rounde to the neat kiowat-hour in the fi st.
fa). Whn Total Generation Out':= Statin Auxilia Load and Losses
When for any integrtion inteal, the tota of all OPj Prject output amoun of energy amon
al Ced Crk Prjects (OPr) is less than or equa to the tota ston auli load and losse
for the Sha Interonnecon Facilties, the mete at the Point of Deliver wi accumulate th
Utity Supplier's delivery of purha engy, P ALLT, to supply such net tota load and losses
in a met regist th is sear from th whch aculats NOT and NOT sh eq zeo or
if negatve, be deeed to equa ze. The "Utity Supplier" sha be the utity providi re
elecc sece at the Facilty (Rcky Mounta Power). PacifCorp shl have no obligaon to
serve any of the Ced Creek Prject' re electrc nee absent a separ wrtt agement
57
#45442
¡Insert), LL-Fiv Pi
with PacifCor and then only wi the pension of Sellers Utiity Supplier. None of the cots
assoat with prviion of rel elecc sece to Seller shl be boe by PacifCorp.
.(b). When Total Generaton Ou )- Station Auxilary Load and Losses
Wh for any inon in the tota genion of ener amon al Ce Crek Prjec
is gr th the to ston aulia load and losses for the Sha Inecon Facilties,
th mete at the Point of Delivei wi accumulate in a separ regi PacifCo's receipt of
the tota combined energ frm all the Prjec (NOT). The differce betee OPT an NOT for
that interval (SALLr) is alloc to eah Ceda Creek Prject in prporton to its genertion
outut (OPj) in the same integrtion inte to de NQj by the fonulae:
Let SALLr =(OPrNOTJ and
SALLi = (SALLr) * (OPi/OPT)
The Net Ouut en sold by eah Prject i is then deteed as:
NOj = (OPj - SALLi ) and substitug for SALLi;
NOj = NOT'" (OPi/OPT)
B. Litation ofPacitCorp Purchas Libilty. PacifCorp's tota purha obligaton to the
Ce Crek Prject shall at no tie exceed tota ener deliverd by the Ce Creek Projec
to the Point of Delivery. Therfore, in the even the su of the Net Ouut ener (caculted
accog to the pr fonul) for all th Ced Crk Prjec is grter th NOT, thenPacCorp shl re calculat Net Ouut ener fr each Ced Cre Prjec pr ra
eah Ced Crk Project's sha of the OPr, suh th the tota ener purchaed frm all the
Ced Crek Projec at the Poin ofDeliveiy by PacifCoip equa NOr.
C Paciforp Rit to Ofset. In the event PacifCorp detees it ha unded one or
more Ce Crek Projects (due to mete eror or otere) and, as a ret of undeayi
one or more Ced Creek Projec, ha overpaid Seller, PacfiCor may adjus Sellers fue
paymen s) acy in or to rec any oveiyment reved by Seller in a reale
time.
D. Condition Subsequent. Ths Addendum L was negotatd jointly among the Ced Crek
Prject and PacifCor and is intende by all of the Ced Creek Projec and PacifiCor to be
one of five identical bilater agents eah bet PacifCor and a Ceda Crk Project
but eah relat to the other. Therefor, in the event one or more Ced Crek Projec does not
age to be bound by the te and condtions set fort in th Addendum L, PacifCorp may,
upn th days wrttn notice, cacel al Addendum L agrents. In the event PacifiCorcancels ths Addendum L in accordace with ths Secton D, PacifiCor may satisfy its
obligaton to pay Seller by depositing when due, with an escrow agent chose by the Ceda
Crk Prjec, th tota payment due to al Ce Creek Prjects under their repective Power
Puha Agents les offet (if any) caculat baed upon NOT an th Con1 Prce.
(E)
58
#4840-4042
EXHIT 4.7(A)
GREEN TAG ATTESTATION AN BILL OF SALE
("Seller") hereby sells, transfers an delivers to PacitiCorp the Grn Tag
(including all Envionmenta Atlbutes and Green Tag Reportng Rights) associat with the generaton of Net
Output under the Power Purchae Agreement (Reewable Energ) beteen Seller and PacifiCorp daed
r 1 (the "PPA"), as desribed below, in the amount of one Gren Tag for eah megawa hour
generated. Defined tenns (as indicate by initial capitalization) used in this Grn Tag Attestaon and Bil of
Sale shall have the meaiug set fort in the PP A.
Facilty name and location: Fuel Typ: Wind
Capacity (M: _ MW Operational Date:
Energy Admin. ID no.:
Dates MW generatd
Seller fuer attsts, warants and represents, under penalty of perjury, as follows:
i) to the best of its knowledge, the infonnation provided herein is true and correct;
ii) it sale to PacifiCorp is its one and only sale of the Green Tags and associated Envirnmenta
Atlbutes referenced herein;
ii) the Facilty generatd Output is the amount indicat above; and
iv) to the bet of Seller's knowledge, each of the Gree Tags and Environmenta Atlbute
associatd with the Facilty's Output ar bein sold to Buyer.
This Gree Tag Attstion and Bil of Sale conf, in accordance with the PP A, the trfer frm Seller to
PacifCorp of all of Seller's right, title and interest in and to the Green Tags (including Gre Tag Reportng
Rights and Envinmental Atlbuts), as set fort abve.
Exh. 4.7(A) - 1
Seller's Contact Person: r 1
WITSS MY HAND,
a
By
Its
Date:
This Attestaon may be disclosed by Seller and PacifCorp to others, including the Center for Resource
Solutons and the public utility commissions havingjurdieton over PacifiCorp, to substatiate and verify the
accurcy ofPacifiCorp's advertsing and public communicaion claims, as well as inPacifiCorp's advertsin
and other public communications.
Exh. 4.7(A) - 2
EXHIT 4.7(B)
QUALIFIED REPORTING ENTITY SERVICES AGREEMENT
C & T Master vL.l; 071411
Ths Quified Reportg Entity Services Agreement (this "Agreement") is enteed into by and beteen
PacifiCorp ("PacifiCorp") and ("Countear"; PacifCoip and Counterpar may be referd
to individually herein as "Par" and collecvely as "Pares") as of , with reference to the
following:
WHREAS, Counteipar represents to PacifiCorp that it owns or otherise ha the rights to all or par of the
non-energy atbuts of the generation frm that cen elecic generation failit more parcularly described
on Exhibit A hereto (the "Facilty"), or other rights respecg the Facilty itself enabling it to lawfly enter
hereinto; and
WHREAS, The Weser Renewable Electrcity Generation Information System ("WRGlS") is a system
trkig quatities of renewale energy generation generaed by electrc genering facilties in the nae of the
Facilty, as a Facilit pursuant to WRGIS Term of Use ("TOU"); and
WHS, WREGIS reuis tht each Facilty have a designd Quified Reporting Entity; and
WHREAS, Counteipar is an Accoun Holder in WRGIS and wishes to register the Facilty with WRGIS;
and
WHEREAS, Couneipar wishes to retn PacifiCoip to act as its WRGIS-defined Quaified Reporting Entity
("QRE") for the Facilty;
NOW THORE, in consideration of the mut promises herin contned, the Paries agre as follows:
1. Definitions: Rules of Constrction.
i.l Initially capitaliz ters used and not otherse defied herin are defied in the in the Operaing
Rules or in Attachment 1 Defiitions of the WRGIS TOU.
1.2 "Afliate" mea, with respect to any entity, each entity that directly or indirectly contrls, is
contrlled by, or is under common contrl with such designate entity, with "contrl" meang the possession,
direcy or indirtly, of the power to dirct management an policies, wheter thugh the ownership ofvoting
securities or by contrac or otherwse. Notwthstadig the foregoing, with respect to PacífiCor, Affliate shall
only include MidAerican Energy Holdings Company and its direc, wholly owned subsidiares.
1.3 "Busines Day" mea a day of the week other th Satuday, Suny, or a federa holiday.
i.4 "Electc Systm Authority" means each ofNEC, WECC, WRGIS, an RTO, a regional or sub.
regional reliabilty council or authority, and any other similar council, corpraion, organiztion or body of
reognized standing with respect to the operaions of the electc system in the WECC region.
1.5 "FERC" means the Feder Energy Reguatory Commission.
1.6 "Generation Interconnecton Agrment" means the agreement entere into separtely between
Counterpar and Interconnection Provider concerning the Interonnecton Facilties.
1.7 "Facilty" is defied in the Preamble.
1.8 "Intennection Facilties" mea all the facilties inled, or to be inled, for the purose of
interconnecng the Facilty to the System, including electical trmission lines. upgrades, tranformers and
associated equipment, substions, relay and switching equipment, and safet equipment.
1.9 "Interconnection Provider" means the PERC-reguated or United Staes Deparent of Energy entty
with whom the Facilty has contrcted for intercnnection to th electc transmssion grd; in the event
Inteconnecon Provider is PacifiCorp, PacífiCorp would be the Interconnecton Provider opera in its
reguated transmission function, and not as the par heret.
Exh. 4.7(B). 1
1.10 "Metering Extrnal Webpage" means a websit owned and operated by PacifCorp that PacifiCorp
may at its option, but without being obligated to do so, make available and operate for the display of all data
that wil be included in the Monthly Generaion Extct File.
1. 1 "Monty Generaton Ext File" means a dat file that contans generation data from Counterpar's
Points of Metering and conforms to the chaacteristics and requirements set forth in the WRGIS Interface
Contrl Document.
1. 12 "NERC" means the Nort Amercan Elecc Reliabilty Corpration.
1.13 "Points ofMetenng" mea the points at which electrc generation is meaured.
1.4 "Prdent Electical Pracces" means any of the pratices, methods and act engaged in or approved by
a signficat porton of the electcal utilty indust or any of the practices, metods or acs, which, in the
exercise of reasonable judgment in the light of the fa knwn at the tie a decision is made, could have been
expected to acmplish the desird result at the lowest reasonable cost consistent with reliabilty, safet and
expedition. Prudent Electrical Prces is not intended to be limited to the optimum practce, metod or act to
the exclusion of all others, but rather to be a spectr of possible praces, metods or acs.
i. 5 "QRE" means a WRGIS-defied Quaified Reporting Entity.
1.6 "Renewable" isdefined in section 2 of the WREGIS Operating Rules.
1. 7 "Requirements of Law" means any applicable federa, stte and loca law, state, regution, rule,
code or ordnace enacted, adopted, issued or promulgated by any federal, stte, loca or other Governental
Authority or regulatory body (including those perng to electca, building, zoning, environmenta and
occupational safety and health requirements).
1.1 8 "Setlement Estition Prcedures" mean a calculaton based on stadard utilty esation rules
using algoriths developed and approved by PacmCorp's biling deparent.
1.9 "Sysem" mea the elecc tranmission substation and trsission or distbuton facilties owned,
opered or maintaied by Transmission Prvider, which shall include, after constrction and instalation of the
Facilty, the circuit reinforcements, extensions, and associated termnal failty reinforcments or additions
required to interconnect the Facilty, all as set fort in the Generion Inteconnection Agreement.
1.20 "Tarff' means PacifiCorp FERC Elecc Tarff Fif Revsed Volume No. i 1 Pro Fonna OpenAccss Tranmission Tariff .
1.21 "Trsmission Provider" means the FERC-regulated or United States Deparent of Energy entity
with whom the Facilty has contrted for elecc trmission at and away frm the Facilty to any point on, or
interconnecon with, the electc trmission grd; in the event Tranmission Provider is PacifiCorp,
PacifiCorp would be the Interconnection Provider operating in its regulated trmission functon, and not as
the par hereto..
1.22 "Wholesale Generation Alo Ser On-Site Loads" is defined in secon 2 of the WRGIS Operting
Rues.
1.23
1.24
1.25
Rules.
1.26 "WRGIS Operating Rules" meas the operng rues and reuirements adopt by WRGIS,
including the TOU.
1.27 General Rules ofInterpreation. Unless otherwse required by the context in which any term appear,
(a) the singuar includes the plurl and vice versa; (b) refernces to "Articles," "Sections," "Schedules,"
"Annexes," "Appendices" or "Exhbits" are to arcles, sections, schedules, anexes, appendices or exibits
heref; (c) all references to a parcular entity or an electcity marketpnce index include a referce to such
entitys or index's successors; (d) "herein, n "hereof" and "hereunder" refer to this Agement as a whole; (e) all
accounting ters not specifically defined herein shal be constned in accrdace with generally accepted
acuntig priciples consistently applied; (f) the mascuine includes the feminine and neuter and vice versa;
"WECC" means the Wester Electricity Cordinatg Council.
"WRGIS" meas the Western Renewale Energy Generation Inormation System.
"WRGIS Cerificatc" or "Certca" mea "Cerifcat" as defied by the WRGIS Operatg
Ex. 4.7(B). 2
(g) "including" means "including, witout limitaon" or "including. but not limited to"; (h) all references to a
parcular law or statute mea tht law or state as amended frm time to tie; and (i) the word "or" is not
necessary exclusive.
1.28 Intemreation with FEC Order. Each Par conduct and shal conduct its operatons in a manner
intended to comply with FERC Order No. 717, Stadards of Conduct for Transmission Providers, requig the
separon of its trsmission an mercha fuctons. Moreover, the Pares acknowledge that each of
Traission Providets an Interconnecton Providers trmission function offers trsmision service on its
system in a maner intende to comply with FEC policies and requireents relatig to the provision of open-
access transmission serice. Counerar agrees to conduct itself and operate the Faclity in acrdance with
all Requiments of Law, all requiements of all applicable Electrc Syste Authorities, and all requirements of
the Interconnecton Agreement.
1.28.1 Counterpary agres to enter ino the Generaion Inteconnecton Agrement with the Interconnection
Provider. The Generation Interconnecton Agrement shall be a separ and :f standing contrct and the
terms herf are not binding upon the Interonnecion Prvider or Tranmission Provider, although both ar.e
express third par beneficiares heref.
1.28.2 Notwithstading any other provision in ths Agrement, noting in the Geeration Intconnecon
Agrement, nor any other agement between Counterpar on the one had and Tranmission Provider or
Inercnnection Provider on the other hand, nor any alleged event of defat thereunder, shall alter or modify
the Pares' rights, duties, and obligation hereuner. Likwise, noth herein or connecte with the
performce by PacifiCorp hereof shall afec or impai the rights of Interconnecon Provider or Tramission
Provider, under the Interconnection Agreement or otherse. Ths Agrement sha not be constred to crate
any rights beeen Counterar and the Intennection Provider or beteen Counterar and the
Trasmission Provider.
1.283 Counterpar expresly recognize tha, for puroses herf, the Intercnnecton Provider and
Tranmission Provider each shal be deemed to be a separ entity and separate contracng par frm
PacifCorp whether or not the Generation Interconnecton Agrement is entered into with Interconnection
Provider or an afiate therf. Counerar acknowledges that PacifiCorp, acting in its merchat capacity
fucton as purchasr hereunder, ha no responsibilty for or contrl over Interconnection Provider or
Tranmission Provider, and is not liable for any breach of agment or duty by Intercnnecton Prvide or
Trasmission Provider. Nothg in ths Agrement shl operate to diinish, nor shall ths Agrement extend
to, Interconection Provider or TrasDÙssion Prvidets use, rention, or disclosure of Counterpar or Facilit
information (including information withn the scope of this Agreement) in connection with PacifiCorp
operti in its trsmission fucton, including its carng out of its obligations and business praice as a
Balancing Authority or acvities underten pursuat to the Tarff
II. Ter and Termination.
2.1 Ths Agrement shall be effective upon executon by the Pares and shal continue in efect until such
time as either Par, upon providing 60 days wrttn notice to the other Par, chooses to teinate. PacifiCorp
may initiate any reguatory proceedings it deems appropriate to terminate this Agrment prior to the
effectiveness ofsuch termination. Notwithstading the foregoing. (a) Counterpary may termin this
Agrement upon an event of defalt by PacifiCorp ifPacifCorp does not cu such event of default withn 10
days of writtn notice; (b) PacifiCorp may teinate th Agrment upon an event of defalt by Counterpar
if Counterpar doe not cure such event of default with i 0 days of wrtt notice. ( c) PacifiCorp may
terminate ths Agrment if the Facilty fals to mee the requiments of Section 3.1 hereof and such falure is
not cued within 30 days, and (d) Either Par may termnae tbs Agrment immediatly upn notice to the
other if Counterpar or the Facilty fal to comply with Secton 1.28. This Agreement may also be tenninte
as otherwse set fort herein.
m. ORE Serices.
3.1 QRE Serces. PacifiCorp wil, on the ter set fort herein, sere as a QRE for the Facilty so long
as the Facilty meet the definition of Renewable, is with the metred boundaries of both PacifiCorp's
Balancing Authonty and is equipped with either: (1) Tramission Prvider or Interconnection Provider (as
Exl. 4.7(B) - 3
applicable) owned and operaed meters; or (2) meters that meet the Internnection Providets reuiements and
(3) meet all applicale WRGIS requirements.
3.2 Compensaton tQ PacifCoip. In exchage for the services perfrmed by PacifiCorp herunder,
Counterar shall pay PacifiCorp as follows: Counterpar shall pay PacifiCorp a one-time initial setup fee of
$280, whch shal be due upon execution of ths Ageement. The Counterpar sha pay PacifiCorp a monthly
report fee of$50 per generag unt for which PacifCorp reports outut to WRGIS, provided th
PacifCorp may, in its discreton, assess and bil for all fees due hereunder on an anua, rathr than monthy,
basis. Oter than the intial setp fee, whch shall be due in advace, all other fees due hereder sha be due
win ten days ofPacifiCorp's issuace of an invoice for such fees. PacifiCorp will review costs asociatd
with this servce on an annual basis, and may make necssar adjustments to the monthly reportng fee chaged
herein. Any change in the monthly reortng fee will become effectve only after a miimum thrt (30) days
prior wrtten notice to Counterpar. In the event WRGIS, WECC, or any other entity with the abilty or
jursdicton to modifY the QRE reporting process requires a change tht materially increases the costs to
PacifiCorp of providing QRE services, PacifCorp may pass those cost to the Counterpar by increasing the
monthly report fee. PaeifiCorp wil use best effrt to provide Counterpar with prior notice before biling
Counterpar for such increased cots. The fees set fort herein relate to PacifiCorp serv as a QRE for
Counterpar pursuat to the term of this Agreement. The necesar meterng is a prerequisite for this serice
and is not covered in the fees described abve.
3.3 Points of Metng. The Points of Meteng th PacifiCorp will use ar set fort in Exibit A.
Counterpar certfies tht all Point of Metng listed in Exhibit A measure dat only frm Facilty that meet
the definition of Renewable. Counterpar shl notify PacifCorp at least thir (30) Business Days prior to
makg any proposed material changes to the Points ofMeterl. Following such notification, the Paries will
decide whether such changes ar mutally acceptable. If such changes ar not acceptale to PaeifCorp,
PacifiCorp may terminate this Agreement.
3.4 Exenses. Excep as otherwse provided in the Interconnection Agrement (and in such case, only vis-
à-vis Internnection Provider), Counterar shall bear all cost and expes, including those incurrd by
PacifiCorp, relatng to all metering or other equipment intalled to accoinodat Counterpars Facilty.
3.5 Reportng. Counterpar hereby grants to PacifiCorp sole and exclusive permssion and authority to
report Data and Output to WRIS and wats and represents that neither Counrpar nor any other person
or entity acting on behalf of Counterar ha granted, or will herer grt during the term hereof any similar
da reporting authority or permission to any other QRE or WRGIS Account Holder or to any oter par or
Agent for use in WRGIS, or any other ener trkig system, for the Facilty. As a prendition for
PacifiCorp to be able to perform hereunder, Counerar shall submit Counterpar's Output da to PacifiCorp
by allowing PacifiCorp to collec such dat at the Points of Meterg, and repo such data in the maner set
fort herein.
3.5.1 Monthly Generatin Extrac File. Once a month PacifiCorp shall submit a Monty Generation
Extact File to WREGIS on Counterpar's behalt which wil conform to the charteritics and data
requirements set fort in the WRGIS Interfae Contrl Document.
3.5.2 Reportng Cycle. PacifiCorp shal submit the Monthy Generation Extact File to WRGIS no sooner
th the last business day of eah month for data collecte during the previous month or previous porton of
month. PacifCorp shall submit such dat no later than the end of the calendar month followng the end date of
the outut being reported.
3.5.3 Verification. ShouldPacifiCorp choose at it option to operate and make available a Meterig
Extrn Webpage, PacifCorp may in its reasnably exercised discrtion grt Counrpar access for
Counterpar to verify such inormation as prescribed by PacifiCorp from tie to time, and to timely notify
PacifiCorp in writing of any errrs Counterpar detct.
3.5.4 Adjustments. After PacifiCorp submits the Monthly Generaton Extt File to WRGIS, any
informaton contaed in the Monthy Generaton Ext File shall be fi for puroses ofWRIS reortin
subject only to the adjustment procedures set fort in the WREGIS Operating Rules, which shal be
Counerpar's responsibilty to implement if necessar.
3.6 Obligations of Count em am. Countrpar shall report and provide to PacifiCorp accurte and
complete generation Data and Outut information for the Facilty. Counterpar shall send the Data an other
Exh. 4.7(B) - 4
Output Information in a format and in compliance with any protocols which PacifCorp may specify to
Counterar. Counterar has a continuing duty to immediately notfy PacifiCorp, if and when any
generation Data or Output information has been sent in error or ceases to be trthful, accurte, or complete and
to supply the corrected data as soon as practcal, but not later than five (5) Business Days from the date
Counterpar discovers that discrepancy in the Data or Output information.
3.7 WRGIS Fees. Counterpar is solely responsible for the payment dirctly to WRGIS of any and all
WREGIS fee and costs that ar required to register Counter's Facilty and, to the extnt the Genertor
Owner is a WREGIS Accunt Holder, Counterpar is reponsible for the payment direcly to WRGIS of all
other WRGIS fees incident to the reportng of Generator Data and Output to WRGIS. Counterpar
acknowledge and agres that PacifiCorp shall have no obligation to advance or make payment ofWRGIS
fe or costs on Counterpar's behalf. Upon request by PacifiCorp made ifPacifiCorp has received such a
request from WRGIS or any regator OJ' thrd par, Counterpar shal provide PacifiCorp with evdence of
payment of WRGIS fees an cost; falure to provide such informon to PacifiCorp, upon reest, shall
constitute an event of default under this Agreement.
3.8 WRIS Accounts. Counterpar will be solely reponsible to make arangements and regitions
and for entering into any such ageements that are necessar to esblish trfer of Certificate dircty to
proper Accounts or Sub accounts of Counterpar. Counterpar agrees tht such argements shall prelude
the need for PacifiCorp to act as custodian of such Certificates or to be responsible in any way to hold such
Certficates in any Account or Subaccount ofPacifiCorp or bear any responsibilty, possession, obligation, or
risk of loss with respect to Certficates created, held, or owned. with respec to the Facilty. Counterpar
acknowledges that pursuat to secton 11 of the WREGIS TOU, an generation data that PacifiCorp, acting as
a QRE, provides to WRGIS shall reside in WRGIS and Counterpar will have no control over such da's
us other than that provided for under the WRGIS TOU.
3.9 Obligations ofPacifiCom. PacifiCorp shall specify for Counterpar the protocols, reportg
frequency, data fie fortat,and communicaon protocols for reortg generating Dat or Ouut, as
necessa. PacifiCorp shal timely report to WRGIS Counterpar Data and/or Ouut informtion as
specified in the most currnt WRGIS Interce Control Document (lCD). PacifiCorp shal not use or disclose
Counterpar generation Dat for any other purose than rert the Data to WRGIS, except as may be
requir by law, the Public Utility Commission of Oregon, any other stte, federal, municipal or other
regulator or governenta authority with jursdiction over PacifiCorp or any of its assets, or a court of
competent jurisdiction or as requied under the ters of an existing agreement between the Pares. PacifiCorp
shan not use Generator Owner generation Data for any other purse. Notwthding the foregoing,
PacifiCorp shall not be responsible for handling, account adinistation, trfer, evidence of, or any
deteintion of Counterpar Certficate ownership or any other obligations for Certificates of Counterpar
with regard to Certificates; and Counterpar shl bear all reponsibilty for such handling, account
administraton, evidence of, or any determination ofCountear Certificate ownership and all other
obligations pertining to creation and ownership of such Cerificats.
3.10 Measurment.
3.10.1 Metr Dat. Counterpar authorizes PacifiCorp's meteri serices organtion to provide
Counterpar's meter data dircty to WRGIS in the form of the Monthy Generation Extac File.
Counterpar autorizes PacifiCorp to gather data from the Points of Metering listed in Exhbit A. All such
data is considered data which Counterpar has created and submittd to PacifiCorp, notwthanding that
PacifCorp, raer th Counterpar will gater it.
3.10.2 Wholesale Geertion Also Serving On-Site Loads. IfCounterpar has any Wholesale Generation
Also Serving On-Site Loads (as defined in Aricle One above), such Facilty will need to have the on.site load
generation metered (and registered) separtely frm the generation th is supplied to the grd, in accordance
with the WRGIS Opertig Rules. Oterwse, PacifCorp will not report any data from such Facilty. If such
Facilty exist, they must be specified in Exhibit A.
3.10.3 Estimates. When meter readings are not available due to meter hardwar failur or dat th is
determined to be invalid due to mete malncton or calibration or configuon errr, to the extt deemed by
PacifiCorp to be appropriate and perittd pursuat to WRGIS TOU, PacifiCorp will, if possible, rely on
readins from redundat metrs whether such metes ar PacifiCorp owned or not. Ifreags frm redundat
Exh. 4.7(B) - 5
meters are not possible, PacifiCorp will estimate and report meter data according to PacifiCorp's Selement
Estimation Prcedurs.
3.10.4 Responsibilit. Counterpar is solely responsible for the data created and submitted to PacifiCorp,
acing as a QRE, to forwd to WRGIS.
3.11 Regulatory Requrements. PacifiCorp may releas information provided by Counérpar herunder,
or gatered by PacifiCorp in connecton herewith to comply with an regulatory requirements applicable to
PacifiCorp or if requesed by aPacifiCor regulator or if required by any other feeral law or cour order.
Counterar waives all applicable provisions of the Tariffwhich require PacifiCorp to hold confidential
information with respet to the Generar Ower and the Facilty, to the extentnecessa for PacifiCorp to
report as a QRE, generation Data and Ouut regading the Generation Unites) and to car outPaeifiCorp's
obligations under this Agreement. Ths prvision shall surve any termination of this Agrement.
3.12 Grant by Counterar. Counterpar herby grts to, permts, and authorizes PacifiCorp the
following:
3.12.1 PaeifiCorp is hereby authorid to communcate and tranact wi WRGIS as Counterpar's sole and
exclusive reportng source of generation dat for the Facilty, and WRGIS is hereby authoriz to
communcate aud trsact directly with PacifiCorp regarding any generaion data issues for the Facilty.
PacifiCorp is hereby authorized to ac on behaf of Counterpar, but only to the extent that PacifiCorp ha
lawf, contrtul access to WRGIS.
3.12.2 PaeifiCorp is hereby authorid to provide WRGIS with all generation data for the Facilty th
WRGIS requires, including, but not limited to, da requid for prepartion of requird report and billing.
3.12.3 PaeifiCorp is autorized to under all actions whch ar reanable and necssar to ca out the
obligations set fort in the subsections above.
3.12.4 Counterpar retains all other rights and responsibilites and all other obligatons to WRGIS.
IV. Indemntv and Hold Harless by Counterpart.
4.1 Indemnty. To the extent perttd by Requiements of Law, Counterar hereby indemnfies and
agrees to hold PacifiCorp, its offcers, employees, agents, or reresentatives, haless for any and all liability
th is in any way associated with PacifiCorp's performce herunder. This includes liabilty arsing frm: the
data contaned in the Monthly Generaion Extt File, or any other fmancial injwy, or daage to persns or
propert. Witout limitig the generality of th foregoing:
4.1.1 Waiyer of Causes of Acton and Claims for Damages. Counterpar heby waives any and all causes
of acon arsing under or in respect to this Agrement, wheter in cont tort or any other legal or equitable
theory (including strct liabilty) against PacifCorp. In no event shall PacifiCorp be liable to Counterar its
board of directrs, employees, agents, or representatives for any demands, direct costs, lost or prospective
profits or any other losses, liabilties or expenses, wheter special, puntive, exemplar, consequential,
incidental, or indirect in natue, that are in any way associated with PacifiCorp's performance of the QRE
fucton or otherwise under or in respe of this Agrement.
4.2 Indemnty by Couterpar. Counrpar shall releae, indemnify and hold haless PacifiCorp, its
Affliates, and eah of its and their respective directors, offcers, employees, age, and representaves
(CQIIeçtively, the "PacifiÇ.çrp lndemnities")agaist and frm any and alllosses, fies. peiities, claims,
demads, damages, liabílties, actions or suits of any na whatsoever (ìncIuding legal cost and atrney's
fees, both at trial and on appea, whether or not suit is brought) (collecvely, "Liabilties") resultig from, or
arsing out of, or in any way connectd with, the permance by Counerar of it obligations hereunder, or
relatng to the Facilty, for or on account of (i) injur, bodily or otherwse to, or deat of, or (ii) for damage to,
or destncton or econoinic loss of proper o~ any peron or enity, excepting only to the extent such Liabilties
as may be caused by the gross negligence or willful misconduct of any peron or enti within the PacifiCorp
Indemnities.
4.3 NOTWTHSTANING AN OTHR PROVISION OF THIS AGREME, COUNARTY
ASSUMS FULRESPONSIBllITY AN RISK OF LOSS RESULTIG FROM (1) TH FAILUR TO
SEND DATA IN A FORMAT SPECIFD BY PACIFICORP, (2) THE FAIUR TO USE PROTOCOLS
SPECIFIED BY PACIFICORP OR (3) TH SENING OF ERRONEOUS, UNRUT, INACCUTE,
Exh. 4.7(B) - 6
AN/OR INCOMPLETE GENERATING DATA TO PACIFICORP OR TH SENING OF ERONEOUS,
UNUTH, INACCURTE, AN/OR INCOMPLETE DATA BY PACIFICORP TO WRGIS. IN NO
EVENT SHAL PACIF!CORP BE LIABLE FOR AN CONSEQUENTIA, INCIENTAL, SPECI,
EXMPLARY, OR OTHR INIRCT LOSS OR DAMGES RESULTIG FROM AN BREACH OF
THS AGREMENT, WHTHR CAUSED BY TH NEGLIGENCE OR INONAL ACTIONS OF
PACIFICORP (AN/OR ITS CONTCTORS, AGENTS, AN EMPLOYES), REGARLESS OF
WHTHR SUCH CLAI FOR DAMGES is BASED IN CONTCT, TORT, STRCT LIILTY OR
OTHERWISE. IN NO EVENT SHAL PACIICORP BE LIALE FOR AN LOSS OR HA
SUFFERED BY COUNRPARTY OR AN TH PARTY DUE TO AN ACTON OR INACTON BY
PACIICORP TAK HEREUNER THT CAUSES A FACllITY TO WSE ANY CREDENS,
REGISTRTION OR QUALIFICATION UNER TH RENEW ABLE PORTFOLIO STANAR OR
SIMAR LAW OF AN STATE OR OTH JUSDICTION.
4.4 PACIFCORP WIL NOT BE RESPONSffLE FOR AN DAMGES RESUTING FROM
ECONOMIC LOSS, LOSS OF USE, LOSS OF DATA, LOSS OF BUSINSS, LOSS OF PROFIT, LOSS OF
PRODUCTON TAX CREDITS, LOSS OF SAVINGS OR REVENUE, LOSS OF GOODWI, TH
CLAI OF TH PARTIS (ICLUDING CUSTOMERS AN SHAHOLDERS OR OTH
EQUITY OWNRS), PERSONAL INJUS OR PROPERTY DAMGES SUSTAID BY TH
COUNTEARTY OR AN TH PARTIS, EVEN IF PACIFICORP HAS BEE NOTIFIED BY
COUNTEARTY (OR BY AN TH PARTY) OF SUCH DAMGES.
4.5 PACIFICORP DISCLAIS AN LIAILIT FOR AN COUNRPARTY W AlVES AN
CLAI FOR LOSS OR DAMGE RESULTIG FROM ERORS, OMISSIONS, OR OTHR
INACCUCIES IN AN PART OF WRGIS OR TH REORTS, CERTIICATES OR OTHR
INORMTION COMPILED OR PRODUCED BY AN FROM OR INUT INO WRGIS USING
COUNRPARTY SUPPLIE GENERATION DATA, WHTH OR NOT SUCH ERORS,
OMISSIONS OR INACCURACIES AR DUE TO ERONEOUS, UNUTH, INCOMPLETE, OR
INACCURTE INORMTION INUT BY PACIFICORP INO WRGIS.
4.6 COUNARTY HEY RELEASES PACIFICORP AN AN OF ITS CONTCTORS,
AGENTS, AN EMPLOYEES FROM AN AN AL LIABIL WIH RESPECT TO DAMGES OR
INS INCURD BY GENETOR OWN AS REATES TO TH FOREGOING, EXCLUDING
AN ARISING AS A RESULT OF TORTIOUS AN INTENTONALLY KNOWIG OR RECKESS
CONDUCT BY PACIFICORP.
4.7 COUNERPARTY ACKNOWLEDGES AN AGRES THT, IN TH EVENT OF BREACH OF
THS CONTCT OR AN OTHR ACTON RESULTING IN LOSS OR POTENTIAL LOSS OR
DAMGE TO COUNERPARTY, TH SOLE RECOURE TO GENRATOR/OWN is
TERMATION OF THIS AGREEME.
4.8 Counterpar agrees to defend, indemnify, and hold haess PacifiCorp and its diectors, offcers,
employees, and agents from and agai any and all claims (including third-par claims); causes of acton,
wheter in contract, tort, or any other legal theory (including strct liabilty); demads; daages; costs;
liabilties,; losses and exenses (includg reonable atrney's fees and cour cost) of any natu whatsoever,
whenever aring, arsing out of, resulti frm, atibutale to, or related to Counterpar generation Dat our
Outut for: any inaccuracy, errr, or delay in or omision of (i) any Data informaton, or servce, or (ii) the
transi:ission or delivery of any Data information, or servce; any interption of any such Data, Outut,
information, or servce (wheter or not caused by PacifCorp); or any financial, business. comierciaJ, or oth
judgment, decision, act, or omission made by any person or èntity based upon or relat to the inrmation.
4.9 Interconnection. Counterpar shal have no claims hereunder agt PacifiCorp, acting in its
merchant fuction capacity, with respect to any requirements imposed by or dages caused by (or allegedly
caused by) acts or omissions of the Tramission Provider or Intercnnection Prvider, in connection with the
Genertion Interconnection Agrment or otherise. Counterar shal defend, indemitY and hold
PacifCorp hamless against any liabilty arsing due to Countear's perormce or faur to perform under
the Generon Interconnection Agreement. Counterpar's failure to obtin, or perrm under, the Generation
Interconnection Agrment, or its other contrac and obligations to, Trasmission Provider or Interconnection
Provider is not a Force Majeure.
Exl. 4.7(B) - 7
4.10 TIS ARTICLE SHA SURVIV AN TERMATION OF THS AGREEM, WHTH
SUCH TEATION is BY PACIICORP OR COUNARTY, AN WHTI OR NOT SUCH
TEATION is ON ACCOUN OF A DEFAULT.
V. Furer Counteip Obligations.
5.1 ~. Nothing herin constitus a sale or purhae ofenergy or renewable energy certficates to or
by PacifiCor.
5.2 PTCs. Counterpar shall bear all risks, financial and otherwse thoughout the Term associaed with
Counerar's or the Facilty's eligibilty to receive producton tax crits ("PTCs ")or quafy for accelered
depreiation for Counterpar's acountig, reportng or ta purose.
5.3 Fuer Assuces. At PacifiCorp's request, the Pares shal execute such documents and inents
as may be reonably requid to effec the essetial innt and purposes heref.
5.4 Station Serice. . Counterpar shall be responsible for arangig and obtain, at its sole risk and
expense, any station service requied by the Facilty.
5.5 Cots of Owersip an Opertion. Without limitig the generty of any other provision hereof,
Counterpar shal be solely responsible for paying when due (a) all cost of owning and operng the Facilty
in complian with existing and futu ~uirements of Law and the terms and conditions hereof: and (b) all
taes and charges (hwever charerized) now existig or hereinaft imposed on or with respec to the
Facilty, its operation, or on or with respect to emissions or other envirnmenta impacs of the Facilty,
including any such ta or chage (however chacterzed) to the extent payable by a generator of such energy or
renewable energy certificaes.
5.6 Çoodiation with Sytem. Counerar sha be responsible for the coordintion and synchrnizaton
of the Facilty and the Interconnection Facilties with the System, and shall be solely resnsible for (and shall
defend and hold PacifCorp harless aganst) any damage tht may occur as a dict result of Counterpar's
brach of the Genertion Intercnnecton Agrment.
5.7 Data Request. Counerpar shall, prmptly upon writt request frm PacifiCorp, provide PacifiCorp
with data reaonably requird for inormtion request frm any Goverenta Authorities, stte or federa
agency intervener or any other par achieving inteenor st in any PacifiCorp rate proeeding or oter
proceedig before any goverenta autority. Counterpar shall us best effort to provide th inormtion
to PacifiCorp sufciently in advance to enle PacifiCorp to review it and meet any submission deadlnes.
5.8 Additiona InfOrmaton. Counterpar shall provide to PacifiCorp such othr inormation repectg
Counterpar or the Facilty as PacifiCorp may, frm time to time, reasonably request
5.9 No Dedicatin. Noting herein shall be consed to create any dut to, any stada of ca wi
reference to, or any liabilty to any peron not a Par here. No undertakng by one Par to the other under
any provision hereof shall constute the dedication ofPacifiCorp's failties or any porton theref to
Counterpar or to the public, nor afect the status ofPacifiCorp as an independent public utlity corporaon or
Counterar as an independent individual or entity.
S.iO Requid Policies and Coverages. Without littig any liabilties or any other obligaon of
Counterpar hereunder, Countear shal secur and contiuously ca with an insurance company or
companes rated not lower th "B+" by the AM, Best Company the insurance coverage specified in the
Generation Inteconnection Agrement.
VI. Representations and Waranties.
6.1 MyLal ßeprescmatins and Waranies. Each Par represents and warts to the other that: (i) it is
duly organed and validly existg under the laws of the jursdiction of its incorporation or organtion; (ii) it
has the corporate, governental and other legal capacity and autority to enter hereinto and to peorm its
obligaions hereunder; (ii) such execution and performce do not violate or confict with any law, order or
agment applicable to it; (iv) it has all goverenta and other authorizaons that are required to have been
obtaned or submitted by it with respect hereto, and they are in full forc and effect; (v) its obligations
herunder ar valid, binding and enforceable in accrdce with their terms (subject to banptcy or similar
laws afctg creditors' rights generally); an (vi) no Event of Default or event whch with notice and/or laps
Ex. 4.7(B). 8
of time would constitute such an Event of Default, has occurred and is continuig or would occur as a rest of
its entenng into or performng its obligaions herunder.
6.2 Re.resentaiQns and Waranies ofCounterpar. Counterpar hereby represents and waants to
PacifCorp: (i) it is not relying upon any representations ofPacifCorp other th those expressly set fort
herei; (ii) it ha entered hereinto with a full understnding of the materal ters and risks of the same, and it is
capable of assuming those risks; (üi) it ha made it tring and invesent decisions based upon its own
judgment and any advice frm such advisors as it ha deemed necessar and not in reliance upon any view
expressed by PacifiCorp; (iv) it ha not received frm PacifiCorp any assurances or promises regaing any
financial results or benefits hereunder; (v) serce hereunder is not a utilty serice within the meang of
Section 466 of the United States Bantcy Coe; and (vi) Counterpar holds legal title to the Facilty or
otherwise holds the lega right to cause the Facilty to ente into ths Agrment.
VII. Financial Responsibilty.
7. I Adeguate Assuraces. Without limitig PacifiCorp's rights under Arcle vm herf, if Counterpary
ha faled to make a timely payment hereunder, and PacifiCorp ha renable grounds for inecuity regarding
the perormce of any obligation ofCountear hereunder (whether or not then due), PacifCorp may
demad Adequate Assurances of Perfrmance. "Adequae Assurances ofPerfonnance" mean suffcient
securty in the form amount, by an issuer or gutor, and for the te reaonably acceptale to PacifiCorp,
includin, but not limitcd to, cas, a standby irvocable let of credit, a prepayment, a sety inerest in
governent securties, an asset or a performance bond or guarty. Such Adequate Assurces ofPerfnnance
shl be provided withn three business days afr a wrn demand is made by PacifiCorp.
vm. Events of Default; Remedies.
8.1 Event of Default. ''Event of Default" meas, with respect to a Par (the "Defaulting Pary"):
8 .1. i the falur to render when due any payment or perrmce hereunder, if such failur is not remedied
withn five days afer wrtten notice;
8.1.2 the failure to timely provide adequate assurces requied puruat to Aricle vn hereof;
8.1.3 any such Par's repreentation or waty proves to have been incorrct or misleadig in any material
respect when made;
8.1.4 the falur to perfrm any other covenan se fort herein if such falure is not remedied with five
days after wrtten notice;
8.1. its baptcy, i!adequate assurces acceptale to PacifiCorp and approved by the Banptcy Cour
ar not provided;
8.1.6 the expiration or teration of any crdit support of Counterpar's obligations hereunder (other than
in accordance with its terms) prior to the satisfacton of all obligatons ofCounterpar without the written
consent ofPacifiCorp; or
8.1.7 In the case of Counterpar:
8.1.7.1 Counterpar fails to report generaton Data or Output information to PacifiCorp for the Facilit or
Countear fails to send the data in a formt and use the protocols speified by PacifiCorp as deterined by
PaeiûCôrp to be.rêqi.red to meet the reqUÎments of the WRGIS Operating Rules;
8.1.7.2 Counterpar is delinquent in payment to WRGIS of any WRGIS fees for regiaton or
mantenace of Accunts or Subacounts, which payment impais the abilty ofPacifiCorp to report Generator
Dat Output, or oter information to WRGIS regardig the Facilty, which delinquency contnues for a period
of thir (30) days;
8.1.7.3 Counterpar fals to comply with a request by PacifiCorp to provide evidence of payment of
WRGIS fees perting to the Facilty; or
8.1.7.4 Counterpar knwingly or intentionally fasifes or misrepresents any Data, Output information, or
other information require by WRGIS.
Exh. 4.7(8).9
8.2 Remedies Upon Event of Default. In the Event of Default by a Par and for so long as the Event of
Default is continuing, the non-defaultin Par (the "Perrming Par") shall have the right to do any or all of
the following: (1) upon two business days' written notice to the Defalting Par, ternat ths Agrment; (2)
withhold any payments or performce due in respect of this Agrement; and (3) exercise such other remedies
as may be available at law or in equity or as otherwse provided for herein, to the extent such remedies have not
been otherwse waived or limite puruant to the tes hereof.
8.3 ~. If an Event of Default occurs, the Performing Par may, at its elecon, set off any or all
amounts which the Defaultig Par owes to it or any Affliate of the Perorming Par (wheter under ths
Agreement or otherwse and whether or not then due) aganst any or all amoun which it or any Afliate of the
Perorming Par owes to the Defaulting Par (wheter under this Agrement or otherse and whether or not
thendue).
8.4 payment of Damages. Any amounts due on account of default sha be paid by the close of business
on the next business day following the Defaultig Pars reipt of the Performing Par's wrtten termnation
notice seting fort the termination payment due.
8.5 Limitaon of Liabilty. TI EXRESS REMEDIES AN MEASURS OF DAMGES
PROVIED HEREIN SATISFY TI ESSEN PUROSES HEOF. FOR BREACH OF AN
PROVISION FOR WICH AN EXPRESS REMEY OR MESUR OF DAMGE is PROVIDED, SUCH
REDY OR MEASUR SHAL BE TH SOLE AN EXCLUSIV REMEDY THFOR. LIAILITY
THT HAS NOT BEE OTHRWISE EXCLUDED PURSUAN TO TH TES HEOF SHALL BE
LIMTED TO DIRCT ACTUAL DAMGES ONI Y AS TH SOLE AND EXCLUSIV REMEY.
EXCEPT AS OTIWISE SPECICALY SET FORm HERE, NO PARTY SHAL BE REQUID
TO PAY OR BE LIALE FOR SPECIAL, CONSEQUENT, INCIDENTAL, PUNTIV, EXMPLAY,
OR INIRCT DAMGES, LOST PROFIT OR BUSINSS INUPTION DAMGES, BY STATU,
IN TORT, CONtRACT OR OTHRWISE.
8.6 SurvivaL. This Arcle surives the expiron or termnaon heref.
IX. Force Majeure.
9.1 Except with regard to a Par's obligaton to make payments hereder, in the event either Par here
is redered unable, wholly or in par by Force Majeure to ca out it obligations with respec heret, then
upon such Par's (the "Claiming Par") giving notice and fu paiculars of such Force Majeur as soon as
reasonably possible after the occurence of the cause relied upon, such notice to be confrmed in wrting or by
facsimile to the othr Par, then the obligations of the Claiming Par shl, to the extnt they are affect by
such Force Majeure, be suspended during the continuace of said inability, but for no longer period, and the
Claiing Par shall not be liable to the other Par for, or on acount of, any loss, damage, injur or expense
resting frm, or arsing out of such event of Force Majeu. The Par reiving such notice of Force
Majeue shal have until the end of the Business Day following such reeipt to notifY the Claiming Par that it
objects to or dispute the existence of an event of Fore Maeure. "Force Majeu" means an event or
circumstace which prents one Par frm perormng its obligations hereunder, which event or circustce
was not anticipated, which is not within the reasonale contrl of, or the result of the negligence of, the
Claiming Par, and which, by the exercise of due diligence, the Claig Par is unle to overcome or avoid
or caus to be avoided. Counterar's falur to obtn, or perfrm under, the Generaion Internnecon
Agreement or its other contct and obligations to, Trasmission Prvider or Intercomiection Prvider is not a
Force Maeure.
9.2 Force Maji: Dpes Not Affect Oter Obligaons. No obligations of either Par th arse before the
Force Majeur causing the suspension of perrmance or tht arse afer the cessaton of the Force Majeure
shl be excused by the Forc Majeure.
9.3 Strikes. hTotwthtading any other provision hereof, neither Par shall be required to sette any
strike, walut, lockout or other labor dispute on terms which, in the sole judgment of the Par involved in the
dispute, are contrar to the Par's best intere.
X. Miscellaneous.
Exh. 4.7(B) - 10
10.1' ÇlICE OF LAW. Ths Agreement shall be interpretd and enrce in accordane with th laws of
the state of Oregon, excluding any choice of law rules that may direc the applicaion of the las of anther
jurisdiction.
10.2 Restrction on Assignents. Neither Par may assign this Agreement or any of it rights or
obligations hereunder without the prior wrtten consent of the other Par, which consent shall not be
uneasonaly witheld. Any purorted assignent in violation hereof shal be void ab iniio. Ths Agement
inures to the benefit of and is binding upon the Pares and their respecve successors and penitt assigns.
10.3 Notices. All notices, request, sttements or payments shall be made to the addresses set out on the
Notices Exhibit. Notices required to be in wrting shal be delivered by letter, facsimile or other docuenta
form. Notice by facsimile or had delivery shal be deemed to have been given when received or hand
delivered. Notice by overnight mail or courer shall be deemed to have been given on the date and time
evidenced by the delivery receipt. The Paries may chage any of the perons to whom notices are addessed,
or their addresses, by providing written notice in acrdance with this Section.
10.4 Enti Agrement: Counterps. This Agrement constitutes the enti agrement betwen th Pares
with respect to its subject matter. Ths Agreement may not be amended, changed, modified, or altered unless
such amendment, chage, modification, or altetion is in wrtig and signed by both Pares. This Agremen
may be executed in counterpars, including by telefasimile trsmission, eah ofwhich is an orinal and all of
which taen together consitute one and the same origina instent. This Agrement completely and fully
supersedes all other prior understadings or agrements both wrtt and oral, beteen the Pares relating to
the subject matter hereof. Ifany provision of this Agreement is determined to be invalid, void or unenfrceable
by any cour of competent jursdiction, such deteination shall not invalidate, void, or make unenforceable
any other provision, agreeent or covenant of this Agrement, provided the basic purpses of this Agreeent
and the benefits to the Paries ar not substtially impaied.
10.5 No Waiver. Waiver by a Par of any default by the other Par shal not be constred as a waver of
any other defult, nor shal any delay by a Par in the exerise of any right under this Agreement be considered
as a waiver or relinquishment thereof.
10.6 Jurisdiction. Any judicial action arsin out of, resultig frm or in any way relating to ths
Agrment shall be brought only in a state or feder cour ofMultnomah Count, Oregon. In the event such
judicial proceedings ar intituted by either Par, the prevailing Par shal be entitled to awad of its cost and
attrneys' fees incured in connecton with such proceedins.
10.7 ¡YOTril!l Wajver. TH PARTI EACH HEY IRVOCABLY WAI ALL RIGHT TO
TR BY JUY IN AN ACTION, PROCEDING OR COUNTECLAIM ARSING OUT OF OR
RELATIG HERETO, AN GREEN TAGS OR TH TRSACTIONS CON1MPLATED HEY.
EACH PARTY FUTHR WAIS AN RIGHT TO CONSOLIDATE AN ACTION IN WHCH A JUy
TR HAS BEE WAID wiTI AN OTH ACTION IN WICH A JUy TR CANOT BE OR
HAS NOT BEE WAID.
10.8 No Third Piu Beneficiaries. With the exception of Trasmission Provider and Interconnecton
Provider, who are exprss thir par beneficiaries herf, t.lis Agrment confers no rights whaoever upon
any persn other th the Pares and shall not crate, or be inrpreted as creati, any stadard of ca, dut or
liabilty to any person not a Par hereto.
10.9 Relationship of the Paries. Nothing contaned herin shall be construed to creae an association,joint
vente, trst or parership; orimpose a trst or parership êoven81t¡ obligation, or liabilty on or with regard
to anyone or more of the Pares. Each Par shal be individualy responsible for its own covenans,
obligations, and liabilties under this Agreement.
Ex. 4.7(B)..i i
IN WITNSS WHEREOF, the Paries have executed this Agreement by their duly autorized representaives
as of the date first above wrtten.
PacifiCorp (Counterpart)
BY:
NAME:
mLE:
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 Agrment for
the iso Metere Entities (MSA/SOME) Schedule 1
WRGISID
Mete Points
Exh. 4.7(B) -12