20110617Supplemental Filing.pdf

~ROCKY MOUNTAIN RECEIVED
'I ~'L 2011 JUN 11 ~t\ 101 29 201 South Main, Suite 2300
Salt Lake City, Utah 84111
June 17,2011
VI OVERNIGHT DELIVERY
Idao Public Service Commission
472 W. Washigton Street
P.O. Box 83720
Boise, Idaho 83720-0074
Attention: Jean D. Jewell
Commssion Secreta
RE: Case No. PAC-E-1l-15
Second Revised and Restated Power Purchase Agreement between Lower Valley
Energy, Inc ("Seller''), and PacifCorp, entered into May 6, 2011
Dear Ms. Jewell,
Atthed please find a clean and legislative copy of the Second Revised and Restated
Power Purchase Agreement between Lower Valley Energy, Inc. and PacifCorp,
executed on May 6, 2011. This agreement amends the paries' Revised and Restated
Power Purchase Agreement dated February 1,2010, which ths Commssion approved
on Febru 25,2010 in a Minute Order, in Case No. PAC-E-09-05. The purose of the
second amendment is to add the seller's 225 kW Culinar Facilty, which was completed
in Decmber 2010, and to extend the term of the agreement though September 1,2014.
If you have any questons about ths agreement, please contact Ted Weston at (801) 220-
2963.
~/WJ
Danel Solander
Senior Counsel, Rocky Mounta Power
201 South Mai Suite 2300
Salt Lake City UT 84111
Telephone: (801) 220 - 4014
FAX: (801) 220 - 3299
Email: Danei.Solander~PacifiCorp.com
REC
20ri JUH f 7 AM 10: 29
Attorney for Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMSSION
IN THE MATTER OF THE APPLICATION OF
PACIFICORP d//a ROCKY MOUNTAIN POWER
COMPANY FOR APPROV AL OF POWER
PURCHASE AGREEMENT BETWEEN
PACIFICORP AN LOWER VALLEY ENERGY,
INCORPORATED
)
) CASE NO. PAC-E-II-15
)
) SUPPLEMENTAL FILING
) OF ROCKY MOUNTAI
) POWER
On May 19, 2011, PacifiCorp, d//a Rocky Mountain Power (the "Company"),
filed with the Idaho Public Utilities Commission (the "Commission") an amendment to
an existg power purchas agreement between the Company and Lower Valley Energy,
Inc. Puruat to RP 52, the Company hereby supplements its May 19, 2011 submitt
and requests an order approving the Second Revised and Restated Power Puchase
Agreement between the Company and Lower Valley Energy, Inc., dated May 6,2011. In
support of ths Supplement, the Company states as follows:
I. BACKGROUN
Communcations regarding ths Application should be addressed to:
Ted Weston
201 South Mai, Suite 2300
Salt Lae City, Uta 84111
Telephone: [phone]
Fax: [phone]
Email: ted.weston~pacificorp.com
SUPPLEMENT OF ROCKY MOUNTAI POWER - 1
and to:
Danel E. Solander
201 South Mai, Suite 2300
Salt Lake City, Uta 84111
Telephone: [phone]
Fax: [phone]
Email: daei.solander~pacificorp.com
In addition, the Company respectfuly requests tht all data requests regarding ths
matter be addressed to one or more of the followig:
Bye-mail (preferred)dataquest~pacificorp.com
By regular mail Data Request Response Center
PacifiCorp
825 NE Multnoma, Suite 2000
Portland, OR 97232
ll. TH SECOND REVISED AN RESTATED POWER PURCHAE
AGREEMENT
1. The Company is an electrcal corpration and public utilty doing
business as the Company in the state of Idao and is subject to the jursdction of the
Commission with regard to its public utilty operations. The Company also provides
retal electrc service in the sttes of Uta Oregon, Wyomig, Washington, and
Californa.
2. Lower Valley Energy, Inc. ("Lower Valley") own, operates and
maitas thee ru of river hydroelectrc generating facilties in or near the town of
Afton, Lincoln County, Wyoming, two located on Swift Creek and one located on the
existing culinar water system for the town of Aftn. The upriver Swift Creek plant was
completed in May 2009 and ha a Facilty Capacity Ratig of 940 kilowatt (kW) (the
"Upper Facilty"). The downver Swift Creek plant was completed in October 2009 and
has a Facilty Capacity Rating of 535 kW (the "Lower Facility"). The thd plant ha a
SUPPLEMENT OF ROCKY MOUNTAI POWER - 2
Facilty Capacity Rating of 225 kW (the "Culinar Facility"). Lower Valley purchases
fi point-to-point trsmission from Bonnevile Power Admstration ("BPA") in
amounts sufcient to deliver output from all three facilities via a single scheduled
delivery to the Company at Goshen, Idao.
3. Curently, Lower Valley sells and the Company purchass net output from
the Upper Facilty and the Lower Facility at published avoided cost prices pursuat to a
power purchase agreement originally executed May 22, 2009 and revised and restated on
Febru 1,2010 ("First Revised PPA").
4. Lower Valley and the Company seek the Commission's approval of their
Second Revised and Restated Power Puchae Agreement ("Second Revised PP A"). i
The Second Revised PPA amends the Firt Revised PPA to: (1) add provision for the
purchase of net output from the new Culinar Facilty, jointly with net output from the
existig Upper Facilty, Lower Facilty; (2) extend the term of the Firt Revised PP A
from May 1, 2012 to September 1, 2014; (3) provide that the Culinar Facilty receive
published avoided cost rates from Order No. 32234; and (4) provide that the Upper
Facilty and Lower Facilty receive published avoided cost rates from Order No. 32234
commencing on May 1,2012, the expiration date of the Fir Revised PPA.
5. Lower Valley intends to operate Upper Facilty, Lower Facilty, and
Culinar Facilty - each a separate Quaifying Facilty - as a single generating facility,
for puroses of ths Second Revised PP A. The Company and Lower Valley agreed that
purchasing and selling power for all thee facilties under a single power purchase
agrement is the most effcient means of effectuting the sae and delivery of net output
from these three small hydroelectrc QFs, for two reasons. First, the use of one
i A redline showig changes to the Fir Revised PPA is attched hereto.
SUPPLEMENT OF ROCKY MOUNTAIN POWER - 3
agreement reduces cost in generating monthy statements and processing monthy
payments for both pares. Second, because Lower Valley delivers net output from the
three facilties via a single point-to-point transmission reservation, the thee projects
arve at the Company's system via a single schedule tht is amenable to treatment by the
Company as a single resource. Whle the Company does not necessarly deem ths
argement as precedential for all futue trsactions between the Company and a seller
with two or more qualifyng facilties, it is comfortble that, in ths instace, combinng
the thee facilities into a single power purchase agreement and receiving the net output
via a single schedule is a workable and pragmatic approach.
6. The Commission recently limted the published avoided cost rate
eligibility of wind and solar QFs to facilties of 100 kW or less in Order No. 32176. As a
ru of river hydroelectrc facilties, the Facilties are not subject to the l00-kW eligibilty
cap.
7. The tota nameplate capacity of the the Facilties is 1,700 kilowatts. As
described in Section 7 of the Second Revised PPA, Lower Valley provided data on the
Facilty tht the Company used to determine, under normal and/or average conditions: (1)
the feasibility that the Upper and Lower Facilty net energy will equa or exceed
5,357,556 kWh in each full calenda year for the ful term of the Second Revised PPA;
(2) the likelihood that the Culinar Facilty net energy will equal or exceed 1,158,000
kWh in each ful calendar year for the full term of the Second Revised PPA and (2) the
likelihood that the Facilty, under average design conditions, will generate at no more
than 10 average MW in any calenda month. Furer, as described in Section 5.3 of the
Second Revised PPA, should the Facilty exceed 10 average MW on a monthy basis, the
SUPPLEMENT OF ROCKY MOUNTAI POWER - 4
Company may accept the energy ("Inadvertent Energy") that does not exceed the
Maximum GIA Delivery Rate, but wil not purchase or pay for ths Inadvertent Energy.
8. Pargraph 2.1 of the Second Revised PP A provides that the Second
Revise PP A will not become effective until the Commission ha approved the Second
Revised PP A and determed that the prices to be paid for energy and capacity are just
and reasonable, in the public interest, and that the cost incured by the Company for
purchaing capacity and energy from Lower Valley ar legitimate expenses, all of which
the Commssion will allow the Company to recover in rates in Idaho in the event other
jurisdictions deny recovery of their proportionate shar of said expenses.
9. Lower Valley has elected the day seven days after Commission approval
of the Second Revised PPA as the Commercial Operation Date for ths Culinar Facilty.
Varous requirements have been placed upon Lower Valley in order for the Company to
accept energy deliveries from the Culinar Facilty. The Company will monitor
compliance with these initial requirements.
10. Lower Valley has been made aware of and accepted the provisions of the
Second Revised PP A regarding curilment or disconnection of its Facilty should certn
operating conditions develop on the Company's system. Section 6 of the Second Revised
PP A defines the conditions for curlment and obligations of Lower Valley in the event
of curlment.
CONCLUSION
NOW, THEREFORE, based on the foregoing, the Company respectfuly requests
that the Commssion issue its Order:
SUPPLEMENT OF ROCKY MOUNTAIN POWER - 5
(1) Approving the Second Revised and Restated Power Purchae Agreement
between Lower Valley and the Company without change or condition; and
(2) Declarg that the prices to be paid for energy and capacity are just and
reasonable, in the public interest, and that the cost incured by the Company for
purchasing capacity and energy from Lower Valley are legitimate expenses, all of which
the Commssion will allow the Company to recover in rates in Idao in the event other
jursdictions deny recovery of their proportonate shae of said expenses.
DATED ths 17th day of June 2011.
Respectfuly submitted,
lJd!k i//j/Danel Solander ( "v I
Attorney for Rocky Mountan Power
SUPPLEMENT OF ROCKY MOUNTAI POWER - 6
SECOND REVISED Ál"lD RESTATED POWER PURCHASE AGREEMENT
BETWEEN
LOWER VALLEY ENERGY, INC.
(thee non-fueled, non-levelized, non-MAG Qualifyg Facilties located in PacifiCorp
Control Area interconnected to non-PacifiCorp system in Wyomig delivering power to
PacifiCorp in Idaho-each 1 OaM /Month or less)
AN
PACIFICORP
Secton 1: Definitions ... .... .......... ........................ ....... ...................................................... ... 2
Section 2: Term Commercial Operation Date .. ............ .............. ...... ........... ................ ...... 7
Section 3: Representations and Waranties.........................................................................8
Section 4: Delivery of Energy and Capacity..................................................................... 10
Section 5: Purchase Prices ...............................................................................................; 13
Section 6: Operation and Control ..................................................................................... 15
Section 7: Motive Force.................................................................................................... 17
Section 8: Metering at the Point ofInteconnection ............................ .............. ........... .... 17
Section 9: Bilings, Computations and Payments............... ........... ................................... 18
Section 10: Defaults and Remedies .. ........ ............... ........ ......... ...... .................................. 18
Section 11: Indenification......................................................................~....................... 20
Section 12: Liabilty and Insuance ..................................................................................21
Section 13: Force Majeure................................................................................................23
Section 14: Several Obligations........................................................................................24
Section 15: Choice of Law................................................... .............................................24
Section 16: Partial Invaldity ............................................................................................24
Section 17: Waiver............................................................................................................24
Section 18: Governmental Jurisdiction and Authoriations ............... ......... ......... ............ 24
Section 19: Successors and Assign ..............~.....................;............................................ 24
Section 20: Entire Agreement ... ... ..... ...... ................ ...... .... .......... ... ...................... .... ......... 25
Section 21 : Notices............... ....... ........ ..... .... ... ..... ...... ................. ................. ............. ....... 25
SECOND REVISED AND RESTATED POWER PURCHASE AGREEMENT
THIS SECO~U REVISED AND RESTATED POWER P~HASE A~MENT ("Second
Revised Agreement" or "Agreement"), entered into ths ~ day of 20 -. is
betwee Lower Valey Energy, Inc., a Wyomig Corporation (the "Sell " an PacifiCorp, an
Oregon corporation actig in its reguated electrc utility capacity ("PacifiCorp"). Seller and
PacifiCorp are refered to collectively as the "Partes" and individually as a "Part".
RECITALS
A. Seller owns, operates and matains thee ru of river hydroelectric generating
facilities, two for the generation of electrc power, two located on Swift Creek, in or near the
town of Afton, Lincoln County, Wyomìng and one located on the existing culinary water system
for the town of Afton, Lincoln County, Wyoming. The upriver Swift Creek plant was completed
in May 2009 and has a Facilty Capacity Rating of 940-kilowatts (kW) (the "Upper Facilty").
The downriver Swift Creek plant was completed in October 2009 and has a Facilty Capacity
Rating of 535 kW (the "Lower Facilty"). The thid plant has a Facility Capacity Rating of 225
kW (the "Culinary Facilty"); and
B. Seller sells and PacifiCorp purchases Net Output from the Upper Facility and the
Lower Facílty purant to a Power Purchase Agreeent dated May 22, 2009 ("Original PPA")
and revised and restated 011 Februar 1,2010 ("First Revised PPA~~); and
C. Seller and PacifiCorp wish to hereby amend the Firt Revised PP A to (1) add
provision for the purchase of Net Output from the Upper Facility, Lower Facility, and Culinar
Facility, jointly; (2) extend the term of the Agreement; (3) provide that the Culinary Facility
receive published avoided cost rates from Order No. 32234; and (4) provide that the Upper
Facility and Lower Facility receive published avoided cost rates from Order No. 32234
commencing on May 1, 2012, the expiration date of the First Revised PPA - all according to
the ter and conditions set forth herein; and
D. Seller intends to operate Upper Facilty, Lower Facility, and Culinary Facility -
each a separate Qualifying Facility - as a single generatig facility, for puroses of ths Second
Revised PP A (Facilty), except that Net Output from Culinar Facilty will be purchased at the
published avoided cost in effect on the date set fort, above; and
E. Seller estimates that the average anual Net Output to be delivered by the Facilty
to PacifiCorp is 6,246,917 kilowatt-hours (kWh) pursuat to the monthly Energy Delivery
Schedule in Exhibit D hereto, which amount of energy PacifiCorp will include in its resource
planing; and
F. Seller shall sell and PacifiCorp shall purchase all the Net Output from the Facilty
in accordace with the ters and conditions of this Agreement, which shall replace the First
Revised PP A as of the Amendment Date.
G. Seller ìntends to transmit Net Output from the Facility to PacifiCorp via
transmission facilities operated by a third par~ and PacifiCorp intends to accept scheduled finn
deliver of Seller's Net Output, under the terms of ths Agreement, including the Generation
Scheduling Addendum attached as Addendum W and incorporated contemporaneously
herewith.
1
H. This Agreement is a "New QF Contract" under the PacifiCorp Inter-Jursdictional
Cost Allocation Revised Protocol.
NOW, THEREFORE, the Pares mutually agree as follows:
SECTION 1: DEFINITIONS
When used in ths Agreement, the following terms shall have the followig meanngs:
1.1 "Adjusted Scheduled Monthly Energy Delivery" shall have the meaning set
fort in Section 4.3
1.2 "Agreement" means this Second Revised Agreement.
1.3 "Amendment Date" is defined in Section 2.1.
1.4 "As-built Supplement' shall be a supplement to Exhibit A, provided by Seller
following completion of constrction of the Facilty, describing the Facilty as actually built.
1.5 "Billng Period" means the time period between PacifiCorp's reading of its power
purchase meters at the Facilty and for ths Agreement shall coincide with calenda months.
1.6 "Capacity Factor" means, for any given period of time, the Net Output divided by
the product of Facility Capacity Ratig and the total hour in the given period of time.
1.7 "Commercial Operation" means the FacilitYCupper), Facility(1ower), or Facilty(cul)
is fully operational and reliable, at not less than ninety percent (90%) of the expected Facilty
Capacity Ratig, and interconnected and synchronized with the Tranmission Entity's System.
In order to meet the requiements for Commercial Operation, all of the following events shall
have occured:
1.7.1 PacifiCorp shall have received a certficate addressed to PacifiCorp
from a Licensed Professional Engineer (a) stating the Facility Capacity Rating of the
Facilty at the anticipated time of Commercial Operation and (b) statig that the Facility
is able to generate electric power reliably in amounts required by ths Agreement and in
accordance with all other terms and conditions of ths Agreement;
1.7.2 Star-Up Testing of the Facilty shall have been completed;
1.7.3 PacifiCorp has received an executed copy of Seller's Transmission
Agreeent(s); and
1. 7.4 PacifiCorp shall have received a ceficate addressed to PacifiCorp
from a Licensed Professional Engieer, or an attorney in good standing in Idaho or
Wyoming, statig 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
requested Required Facilty Documents.
2
1.8 "Commercial Operation Date" means the date, as designated by PacifiCorp
purt to Section 2.3, the Facilty(upper), Facility(lower), or Facility(culìna), as the case may be, fit
achieves Commercial Operation. The Facility(upper) achieved Commercial Operation under the
Orgial PPA on July 24, 2009. The Facilìty(lower) achieved Commercial Operation under the
Firt Revised PPA on Februar 26,2010.
1.9 "Commssion" means the Idao Public Utilities Commission.
1.10 "Conformig Energy" means all Net Energy delivered to the Point of Delivery
except Non~Conforming Energy.
1.11 "Conforming Energy Price" means the applicable price for Conformg Energy
and capacity, specified in Section 5.1.
1.12 "Contract Year" means a twelve (12) month period commencing at 00:00 hour
Mountain Prevailing Time ("MPT") on Janua 1 and ending on 24:00 hours MPT 011
December 31; provided, however, that the first Contract Yea shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last Contract
Year shall end on the Expiration Date, uness earlier ternated as provided herein.
1.13 "Effective Date" means July 16, 2009, the Effective Date of the Origial PPA.
1.14 "Energy Delivery Schedule" shall have the meanng set fort in Section 4.2 of
this Agreement.
1.15 "Expiration Date" shall have the meaning set fort in Section 2.1 of t1ùs
Agreement.
1.16 "Facilty" means all of Seller's Upper Facility, Lower Facilty, and Culinar
Facility, unless otherse noted, including the Seller's Interconnection Facilities, as described in
the Recitals, Exhibit A, and Exhbit B. "Facilty(upp)", "Facilìty(lower)", and "Facilty(culina)"
refer to the Upper Facilty, Lower Facilty, and Culinar Facilty, individually. The term
"Facilty" without any such suffix refers to the entie Faclity unless the context requires
otherwise. Facility(upper), Facilty(lower), and Facilty(culìna) are descrbed separately in Exhibit A.
1.17 "Facilty Capacity Ratig" means the sum of the Nameplate Capacity Ratigs for
all generators comprising the Facility.
1.18 "First ReviedPP A" is defied in Recital B.
1.19 "Force Majeure" has the meang set fort in Section 13.1.
1.20 "Generation Schedulg Addendum" mean Addendum W, the porton of this
Agreement providing for the meaurement, scheduling, and delivery of Net Output from . the
Facility to the Point of Delivery via a non-PacifiCorp Tranmission Entity(s).
1.21 "Inadvertent Energy" means energy delivered to the Point of Interconnectiol1x)
(1) in excess of the Maximum Monthly Purchase Obligation; or (2) at an average hourly rate
3
exceeding the Maximum Facility Deliver Rate(x). Inadverent Energy is not included in Net
Output.
1.22 "Index Price", for each day, shall mean the weighted average of the average Peak
and Off-Peak fi energy market prices, as published in the Intercontinental Exchange (ICE)
Day Ahead Power Price Report for the Palo Verde Hub. For Sunday and NERC holidays, the
24-Hour Index Price shall be used, unless ICE shall publish a Fir On-Peak and Fir Off-Peak
Price for such days for Palo Verde, in which event such indices shall be utilized for such days. If
the ICE index or any replacement of that index cees to be published durig the term of this
Agreement, PacifiCorp shall select as a replacement a substantially equivalent index that, after
any appropriate or necessar adjustments, provides the most reasonable substitute for the index
in question. PacifiCorp's selection shall be subject to Seller's consent, which Seller shall not
uneasonably withhold, condition or delay.
1.23 "Initial Year Energy Delivery Schedule" shall have the meang set fort in
Section 4.2.1.
1.24 "Interconnected Utility" mean Lower Valley Energy, Inc., the operator of the
electrc utility system at the Points of Interconnection.
1.25 "Interconnection Facilties" mean all the facilities and ancilary equipment used
to interconnect the Facilty to the Interconnected Utility, including electrcal tranmission lines,
upgrades, tranformers, and associated equipment, substations, relay and switching equipment,
and safety equipment.
1.26 "Licensed Professional Engieer" means a peron acceptable to PacifiCorp in its
reasonable judgment who is licensed to practice engieering in the state of Wyoming, who has
trining and experence in the engineering discipline(s) relevant to the matters with respect to
which such person is called to provide a cerfication, evaluation and/or opinion, who has no
economic relationship, association, or nexus with the Seller, and who is not a representative of a
consulting engieer, contractor, designer or other individual involved in the development of the
Facilty, or of a manufactuer or supplier of any equipment instaled in the Facility. Such
Licensed Professional Engineer shall be licened in an appropriate engineering discipline for the
required certfication being made. The engagement and payment of a Licensed Professional
Engieer solely to provide the ceifications, evaluations and opinions required by this
Agreement shall not constitute a prohibited economic relationship, association or nexus with the
Seller, so long as such engineer has no other economic relationship, association or nexus with the
Seller.
1.27 "Material Adverse Change" shall mean, with respect to the Seller, if the Seller,
in the reasonable opinion of PacifiCorp, has experienced a materal adverse change in abilty to
fulfill its obligations under this Agreement.
1.28 "Maximum Curtailed Facilty Delivery Rate" or "MCFDR" means the
maimum instataneous rate (kW) at which the Facility is capable of delivering Net Output at
the Point(s) of Interconnecton durig a Qulifying Curailment. Where a Qualifying
4
Curilment applies indistiguishably to both the "Upper and Lowet'Facility and to the
"Culinary" Facility, the MCFD~x) shall equal the MCFDR.all th) * (MFD~xy'FD~aI th)).
1.29 "Maximum Facilty Delivery Rate" or "MFDR" means the maximum
instantaeous rate (kW) at which the Facilty is capable of delivering Net Output at the Point(s)
of Interconnection, as specified in Exhibit A, and in compliance with tlieFaci1ty's generation
interconnection agreement, if applicable.
1.30 "Maximum Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month. In
accordance with Commission Order 29632, the Maxmum Monthy Purchase Obligation for the
Facilty for a given month, in kWh, shall equal 10,000 kW multiplied by the total number ofhours in that month. .
1.31 "Motive Force Plan" shall have the meaning set fort in Secon 7 of ths
Agreement.
1.32 "Nameplate Capacity Rating" means the maximum intataeous generatig
capacity of any qualifying small power or cogeneration generating unt supplying all or par of
the energy sold by the Facilty, expressed in MW, when operated consistent with the
manufactuer's recommended power factor and operatig parametes, as set fort in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
1.33 "Net Energy" means the energy component, in kWh of Net Output.
1.34 "Net Output" means all energy and capacity produced by the Facility, less station
use and less transformation and tranmission losses and other adjustments, if any. For puroses
of calculating payment under ths Agreement, Net Output of energy shall be the amount of
energy flowing though the Points of Interconnection, less any station use not provided by the
Facility. Net Output does not include Inadverent Energy.
1.35 "Non-Conformig Energy" means for any Biling Period: (1) that portion of Net
Energy delivered to the Point of Deliver in excess of 110% of the Scheduled Monthy Energy
Delivery for that Biling Period delivered subsequently to that initial 110%; or (2) all Net Energy
delivered to the Point of Deliver when Net Energy delivered is less than 90% of the Scheduled
Monthly Energy Delivery for that Biling Perod; or (3) all Net Output produced by the Facility
prior to the Commercial Operations Date.
1.36 "Non-Conformig Energy Price" means the applicable price for Non-
Conforming Energy and capacity, specified in Section 5.1.
1.37 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.38 "On-Peak Hours" mean hours from 7:00 a.m. to 11 :00 p.m. Mountain Prevailing
Time, Monday though Satuday, excluding Wester Electrcity Coordinatig Council (WECC)
and Nort American Electric Reliabilty Corporation (NERC) holidays.
5
1.39 "Fist Revised PPA" is defined in Recital B.
1.40 "PacifCorp Transmission" means PacifiCorp, an Oregon corporation, actng in
its transmission fuction capacity.
1.41 "Point of Delivery" means PacifiCorpts 161 kV busbar at the Goshen Substation,
Idaho the point of interconnection between Bonnevile Power Admistration's system and
PacifiCorp's system where PacifiCorp has agreed to receive Seller's Net Output.
1.42 "Point of Interconnection(lower( mean the high voltage side of Seller's step.up
transformer at the point of interconnection between Seller's Facility(1ower) and the Interconnected
Utility's system.
1.43 "Point of Interconnecton(culinary)" means the high voltage side of Seller's step-up
transformer at the point of interconnection between Seller's Facility(culna) and the
Interconnected Utility's system.
1.44 "Point of Interconnection(upper( meas the high voltage side of Seller's step-up
transformer at the point of interconnection between Seller's FacilitY(upper) and the Interconnected
Utility's system.
1.45 "Points of Interconnection" means, collectively, the Point of
Interconnecti0l1lower). Point of Interconnectiol1upper), and Point of Interconnectiol1culi).
1.46 "Prime Rate" means the rate per anum equal to the publicly announced prime
rate or reference rate for commercial loans to large businesses in effect from time to time quoted
by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the
applicable Prime Rate shall be the announced prime rate or reference rate for commercial loans
in effect from time to time quoted by a bank with $10 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.
1.47 "Prudent Electrical Practices" means any of the practices, methods and acts
engaged in or approved by a signficant portion of the electrcal utility industr or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the facts
known at the time a decision is made, could have been expected to accomplish the desired reslt
at the lowest reasonable cost consistent with reliabilty, safety and expedition. Prudent Electrcal
Practices is not intended to be limted to the optimum practice, method or act to the exclusion of
al others, but rather to be a spectr of possible practices, methods or acts.
1.48 "Qualiyig Curtaent" shall have the meaning set forth in Section 4.3.
1.49 "QF" means "Qualifying Facilty", as that ter is defied in the version ofFERC
Regulations (codified at 18 CFR Par 292) in effect on the date of ths Agreement.
1.50 "Replacement Period", "Net Replacement Power Costs", "Replacement Price"
and "Replacement Volume" shall have the meangs set fort in Section 10.4 of ths
Agreement;
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1.51 "Requied Facilty Documents" mean all materal licenses, permits,
authorizations, and agreeents necessar for constrction, operation, and maitenance of the
Facility, including without litation those set fort in Exhbit C.
1.52 "Scheduled Commercial Operation Datecculai)" means the date by which Seller
promises to achieve Commercial Operation with respect to Culinar Facilty, as specified in
Section 2.2.3.
1.53 "Scheduled Maintenance Periods" means those times scheduled by Seller with
advance notice to PacifiCorp as provided in Section 6.2 uiùess otherwise mutually agreed.
1.54 "Scheduled Monthly Energy Delivery" means the Net Energy scheduled to be
delivered to the Point of Deliver durg a given calendar month, as specified by Seller in the
Energy Deliver Schedule.
1.55 "Second Revised Agreement' means ths Second Revised and Restated Power
Purchase Agreement, which supersedes the First Revised PP A as of the Amendment Date.
1.56 "Start-Up Testig" means the completion of required factory and sta-up tests as
set fort in Exhibit E hereto.
1.57 "Subsequent Energy Delivery Schedule" shall have the meaning set fort in
Section 4.2.3.
1.58 "Tariff' means the PacifiCorp FERC Electrc Tarff Seventh Revised Volume
No.II Pro Fonna Open Access Transmission Tarff, as revised from tie to time.
1.59 "Transmision Agreement(s)" means the agreement(s) (or contemporaneous
agreements) between Seller and the Transmitting Entity(s) providing for Seller's unterrptible
right to transmit Net Output to the Point of Delivery.
1.60 "Transmitting Entity(s)" means the Bonnevile Power Administration, the (non-
PacifiCorp) operator(s) of the tranmission system(s) between the Points of Interconnection and
the Point of Delivery.
SECTION 2: TERi"l, COMMERCIAL OPERATION DATE
2.1 This Second Revised Agreement shall becme effective at 00:00 MPT on the day
followig execution by both Paries and afer approval by the Commission ("Amendment
Date"); provided, however, this Secnd Revised Agreement shall not become effecti.ve until the
Commssion has determned that the prices to be paid for energy and capacity are just and
reasonable, in the public interest, and that the costs incured by PacifiCorp for purchases of
capacity and energy from Seller are legitimate expenses, all of which the Commission wil allow
PacifiCorp to recover in rates in Idaho in ti~e event other jursdictions deny recovery of their
proportionate share of said expenses.
Unless earlier terinated as provided herein, ths Second Revised Agreeent shall remain in
effect until September 1, 2014 ("Expiration Date").
7
2.2 Time is of the essence of ths Second Revised Agreeenti and Seller's ability to
meet cerin requirements prior to the Commercial Operation Datttculna), and to achieve
Commercial Operations of the Culinar Facilty by the Scheduled Commercial Operation
Datttculina), is critically important. Therefore,
2.2.1 By the date five days after the Effective Date of this Agreement,
Seller shall obtain and provide to PacifiCorp copies of all goverental perits and
authorizations necessary for constrction of Culinar Facilty.
2.2.2 Prior to the Commercial Operation Datttculin), Seller shall provide
PacifiCorp with an ASMbuilt Supplement acceptable to PacifiCorp.
2.2.3 Seven days after the Effective Date of this Agreement, Seller shal
achieve Commercial Operation with respect to Culinar FaciHty ("Scheduled
Commercial Operation Date (cuinaiy),").
2.2.4 Seller has provided PacifiCorp with a copy of an executed
Transmission Agreement(s), whose ters include: (1) reserved capacity equal to or
greater than the Maximum Facility Delìvery Rate of Seller's combined Facility, and (2) a
tenation date (includig any rollover rights) equa to or greater than the Expiration
Date of this Agreement - and is otherwse consistent with ths Agreement.
2.2.5 By the date five days after the Effective Date of this Agreement,
Seller shall provide to PacifiCorp an executed copy of Exhibit H-Seller Authorization
to Release of Generation Data to PacifiCorp with respect to Culinar Facilty.
2.3 Establishing Commercial Operatiollculina. To achieve Commercial
Operatiol1culna)i Seller must provide, subject to PacifiCorp's wrtten approval which wil not be
unreasonably witheld, wrtten notice to PacifiCorp stating when Seller believes that the
Culinar Facility has achieved Commercial Operation accompaned by the cerficates described
in Section 1.7. PacifiCorp's approval, if given, shall designate the Commercial Operation
Date(culina),. In no event will delay in achieving the Scheduled Commercial Operation
Datttculinaiy), postpone the Expiration Date specified in Section 2.1.
SECTION 3: REPRESENTATIONS AND WARNTIES
3.1 PacifiCorp represents, covenants, and warants to Seller that:
3.1.1 PacifiCorp is dily organized and validly existing under the laws of
the State of Oregon.
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into ths Agreement and to perform according to the ter of this Agreement.
3.1.3 PacifiCorp has taen all corporate actions required to be taken by it
to authorize the. execution, deliver and performance of thís Agreement and the
consumation of the transactions contemplate hereby.
8
3.1.4 Subject to Commssion approval, the execution and deliver of ths
Agreement does not contravene any provision of, or constitute a default under, any
indentue, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any court or any regulatory agency or other body having authority to which
PacifiCorp is subject.
3.1.5 Subject to Commssion approval, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable agast PacifiCorp in. accordance
with its ter (except as.. the enforceaility of this Agreement may be limited by
banptcy, inolvency, ban moratorium or similar laws affecting creditors' rights
generally and laws restrcting the availabilty of equitale remedies and except as the
enorceabilty of this Agreeent may be subject to general principles of equity, whether
or not such enforceability is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.1 Seller is a Wyoming corporation duly organized and validly existig
under the laws of Wyoming.
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and to perform accordig to the . ters hereof, including all required
regulatory authority to make wholesale sales from the Facilty.
3.2.3 Seller's shareholder, directors, and offcers have taen all actions
required to authorize the execution, deliver and perormance of ths Agreement and the
consumation of the transactions contemplated hereby.
3.2.4 The execution and delivery of this Agreement does not contravene
any provision of, or constitute a default under, any indentue, mortgage, or other materal
agreement binding on Seller or any valid order of any cour or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable agaist Seller in accordance with its terms (except as the enforceabilty of
ths Agreement may be limited by bankrtcy, inolvency, bank moratorium or similar
laws affectig creditors' rights generally and laws restrcting the availability of equitable
remedies and except as the enforceability of ths Agreement may be subject to general
priciples of equity, whether or not such enorceabilty is considered in a proceeding at
equity or in law).
3.2.6 The Facility is and shall for the term of ths Agreement continue to
be thee QFs. Seller has provided the appropriate QF cerfication, which may include a
Federal Energy Reguatory Commssion self-cerfication to PacifiCorp prior to
PacifiCorp's execution of this Agreement. At any time PacifiCorp has reason to believe
durg the term of this Agreement that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written legal opinion from an attorney in
good stading in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facility, stating that the Facility is a QF and providing
9
suffcient proof (including copies of all documents and data as PacifiCorp may request)
demonstratig that Seller has maintained and wil contiue to mainta the Facilty as a
QF.
3.2.7 The description of Seller's Facility in Exhibit A and Exhibit B is
correct.
3.2.8 Neither the Seller nor any of its pricipal equity owners is or has
within the past two (2) years been the debtor in any bankrutcy proceeding, is unable to
pay its bils in the ordinar course of its business, or is the subject of any legal or
reguatory action, the result of which could reasonably be expected to impai Seller's
abilty to own and operate the Facility in accordance with the tens of ths Agreement.
3.2.9 Seller has not at any time defaulted in any of its payment obligations
for electrcity purchased from PacifiCorp.
3.2.1 0 Seller is not in default under any of its other agreements and is
curent on all of its financial obligations.
3.2.11 Seller owns all right, title and interest in and to the Facilty, free and
clear of all liens and encumbrances other than liens and encubrances related to third-
par financing of the Facility.
3.3 Notice. If at any time durg ths Agreement, any Pary obtains actual knowledge
of any event or informtion which would have caused any of the representations and waranties
in this Section 3 to have been materially untre or misleading when made, such Part shall
provide the other Par with written notice of the event or information, the representations and
waranties affected, and the action, if any, which such Par intends to tae to make the
representations and waranties tre and correct. The notice required pursuat to this Section
shall be given as soon as practicable after the occurence of each such event.
SECTION 4: DELIVERY OF ENERGY AND CAPACITY
4.1 Delivery and Acceptance of Net Output. Unless otherwse provided herein,
PacifiCorp will purchase and Seller will sell all ofthe Net Output from the Facility.
4.2 Energy Delivery Schedule. Seller shall prepare and provide to PacifiCorp, on an
ongoing basis, a written schedule of Net Energy expected to be delivered to the Point of Deliver
by the Facility ("Energy Delivery Schedule"), in accordance with the following:
4.2.1 Cuinary Scheduled Monthly Energy Delivery. The Scheduled Monthy
Energy Delivery (and related adjustments and caculations) for the Culinary Facility shall
be separate from the Scheduled Monthy Energy Deliver for the combined Upper
Facility and Lower Facility. Durng the first twelve full calendar months following the
Commercial Operations Date, Seller predicts tht the Culinary Facility will produce and
deliver to the Point of Deliver the following monthly amounts ("Initial Year Energy
Delivery Schedule"):
10
July
Augut
Septemer
October
November
December
Culinary Facility Energy Deliverv (SMEDculinw) kWh
59,700
23,000
40,000
94,400
119,500
132,200
167,200
160,100
112,100
82,900
91,300
76,100
Month
Januar
Febru
Marh
April
May
June
4.2.2 Upper and Lower Scheduled Monthly Energy Deliver. The Scheduled
Monthly Energy Delivery for the combined Upper Facilty and Lower Facility is as
follows:
Month Upper Facilty I,ower Facilty Energy Facilty Energy Delivery
Energy Delivery (kWh)Delivery (kWh)(SMEDuppe and lower) kWh
Janua 154,720 103,674 258,394
Febru 126,782 65,772 192,554
March 127,107 70,249 197,356
April 188,542 87,236 275,778
May 259,394 102,403 361,797
June 558,866 301,939 860,805
July 614,905 301,022 915,927
August 454,030 162,980 617,010
September 274,580 113,480 388,060
October 280,880 95,020 375,900
November 217,480 125,785 343,265
December 188,460 113,611 302,071
11
4.2.3 Beginning at the end of the ninth full calendar month of operation,
and at the end of ever 3rd month thereafter, Seller shall supplement the Energy Deliver
Schedule with three additional month of forward estimates (which shall be appended to
ths Agreement as Exhibit D) ("Subsequent Energy Delivery Schedule"), such that the
Energy Delivery Schedule wil provide at least six months of scheduled energy estimates
at all times. Seller shall provide Subsequent Energy Delivery Schedules no later than
5:00 PM MPT of the 5th day after the due date. If Seller does not provide a Subsequent
Energy Delivery Schedule by the above deadline, scheduled energy for the omitted
period shall equal the amounts scheduled by Seller for the same thee-month period
durng the previous year.
4.2.4 Beginning with the end of the third month after the Commercial
Operation Date and at the end of every third month thereafter; (1) the Seller may not
revise the immediate next thee months of previously provided Energy Delivery
Schedules, but by wrtten notice given to PacifiCorp no later than 5 :00 PM of the 5th day
following the end of the previous month, the Seller may revise all other previously
provided Energy Delivery Schedules. Failure to provide timely wrtten notice of changed
amounts wil be deemed to be an election of no change.
4.3 Adjustment of Energy Delivery Schedule. IfPacifiCorp is excused from accepting
all or part of Seller's Net Output due to the occurence of circumstaces specified in Section
6.3.1 and 6.3.2 and, or if Seller is excused from deliver due to the occurrence of circumtaces
specified in Section 6.4, or due to a combination thereof ("Qualifying Curtailent") the
Scheduled Monthly Energy Delivery for the Facility(ies) subject to such Qualifyg Curtailment
(Scheduled Monthly Energy Delivery(upper and lower) or Scheduled Monthly Energy Deliver(culinai)
or both) wil be adjusted, pro rata ("Adjusted Scheduled Monthly Energy Delivery"). The
Adjusted Scheduled Monthly Energy Delivery shall be calculated as follows:
SMED(adj) = SMED(x)*(l- t(HC¡ * DRm -DRC¡)I)L i=1 Ht DRm ~
Where:
SMED(x)
Hc¡=
Scheduled Monthy Energy Delivery for the month in which the
curtlment occurs, where "(x)" connotes "Upper and Lower
Facility" or "Culinar Facility" or "both"
Adjusted Scheduled Monthly Energy Delivery(x) for the month in
which curtailment occurs
total hours of the Qualifying Curlment in the month subject of
this calculation
total hours in the month in which curtalment occurs
the Maximum Curiled Facility Deliver Rat~x)
the Maximum Facilty Delivery Rat~x)
=
SMED(adj)
Ht =
DRc¡
DRm
12
x
a Qualifying Curlment affectig Facility(x)
the number of Quaifyg curents in the month affectig
Facilty(x)
the Facility subject to the Quaifying Curilment: either "Upper
and Lower" or "Culinar"
Where Qualifying Curilments overlap, each distinct perod of overlap shall be
caculated as a separate Qualifyg Cuilment such that no hour within a month
may figue into more than one Quaifyg Curailment.
n =
i =
=
4.4 Teration for Non-availabilty. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy to the Point of Deliver for a continuous period of
thee months shall constitute an event of default.
SECTION 5: PURCHASE PRICES
5.1 Energy Puchase Price. Except as provided in Section 5.3, PacifiCorp wil pay
Seller non-levelized, Conformg Energy or Non-Confomnng Energy Purchase Prices for
capacity and energy caculated using separately applicable rates for "Upper and Lowet' and
"Culinar" Facilty and adjusted for seasonality and On-PeaOff.Peak Hours using the
following formulae, in accordance with Commssion Order 30480 and Errata to Order 30480:
Conforming Energy Purchase Price = ARce * MPM
Non-Conformg Energy Purchase Price = Minimum of (ARe * MPM; PV-85)
Where:
ARce the Confonning Energy Annual Rate for the year of the Net Output. For
Net Output from the Upper Facilty and Lower Facility, the applicable
rates are in Table I-Upper/Lower, below. For Net Output from the
Culinar Facility, the applicable rates are in Table I-Culinary, below;
MPM = the monthly On-Peak or Off.Peak multiplier from Table 2 below, that
corresponds to the month of the Net Output and whether the Net Output
occured durg On.Peak Hours or Off.Peak Hours.
PV -85 = 85% of the monthly weighted average of the daily Index Price.
Example calculations are provided in Exhbit G.
Table l-UpperlLower: Conformig Energy Annual Rates for Upper Facilty and Lower
Facilty (Rates from Commission Order No. 30744 though Apii12012, then rates from Errata to
Order No. 32234 from May 2012 through the Expiration Date)
Conforming Energy
Anual Rate, Upper and
Lower (ARe)
Year $/M
2009 76.73
2010 75.83
13
2011 77.95
2012 80.24
January-
April
2012 63.34
May-
December
2013 66.87
2014 70.67
Table l-Culinary: Conforming Energy Annual Rates for Culnary Facilty (Commission
Errata to Order No. 32234)
Conforming Energy
Annual Rate, Culinary
(AR)
Year S/M
2011 59.62
2012 63.34
2013 66.87
2014 70.67
Table 2: Monthly On-PeaklOff-Peak Multipliers
Month On-Peak Off-Peak
Hours Hours
Janua 103%94%Febru 105%97%
March 95%80%
April 95%76%
May 92%63%
June 94%65%
July 121%92%
August 121%106%
September 109%99%
October 115%105%
November 110%96%
December 129%120%
5.2 Payment
For the Billing Period in each Contract Year:
5.2.1 If Net Energy delivered to the Point of Deliver is betwee 90% and
110% of the Scheduled Monthy Energy Delivery, then:
Payment:: Conformng Energy (kWh) times Conformng Energy Purchase Price
($/MWh) divided by 1000.
14
5.2.2 If Net Energy delivered to the Point of Delivery is less than 90% of
the Scheduled Monthly Energy Delivery, then:
Payment = Non-Confonning Energy (kWh) times Non-Conformg Energy
Purchase Price ($/M) divided by 1000.
5.2.3 If Net Energy delivered to the Point of Delivery is greater than 110%
of the Scheduled Monthly Energy Deliver, then:
Payment = Conformg Energy (kWh) times Conformg Energy Purchase Price
($/MWh) divided by i 000 plus Non-Conformg (kWh) times Non-
Conformng Energy Purchase Price ($/MW) divided by 1000.
5.3 Inadvertent Ener2v. PacifiCorp may accept Inadverent Energy at its sole
discretion, but wil not purchase or pay for Inadvertent Energy.
SECTION 6: OPERATION AN CONTROL
6.1 Seller shall operate and maitai the Facilty in a safe manner in accordance with
this Agreement, the Facilty's generation interconnection agreement, if applicable, Transmission
Agreement(s), Prudent Electrcal Practices and in accordance with the requirements of all
applicable federal, state and local laws and the National Electrc Safety Code as such laws and
code may be amended from time to tie. PacifiCorp shall have no obligation to purchase Net
Output from the Facility to the extent the interconnection between the Facility and the Point of
Delivery is disconnected, suspended or interpted, in whole or in par, pursuant to the Facilty's
generation interconnection agreement, if applicable, or Tranmission Agreement(s), or to the
extent generation curailment is required as a result of Seller's non-compliance with the
Facilty's generation interconnection agreement, if applicable, or Tranmission Agreement(s).
PacifiCorp shall have the right to inect the Facilty to conf that Seller is operating the
Facilty in accordance with the provisions of ths Secon 6.3 upon reasonable notice to Seller.
Seller is solely responsible for the operation and maintenance of the Facility. PacífiCorp shall
not, by reason of its decision to inspect or not to inspect the Facility, or by any action or inaction
taen with respect to any such inspection, assume or be held responsible for any liabilty or
occurrence arsing from the operation and maitenance by Seller of the Facilty.
6.2 Seller may cease operation of the entie Facility or any individual unit for
Scheduled Maintenance Perods for each calendar yea at such times as are provided in the
monthly operating schedule set fort as Exhibit D.
6.3 Energy Acceptace.
6.3.1 PacifiCorp shall be excused from accetig and payig for Net
Output or accepting Inadvertent Energy produced by the Facilty and delivered by the
Seller to the Point of Delivery, if it is prevented from doing so by an event of Force
Majeure, or if PacífiCorp deteres that curtlment, interrption or reduction of Net
Output or Inadvertent Energy deliveries is necessar because of line constrction or
maintenance requirements, emergencies, electrcal system operating conditions on its
15
system or as otherse required by Prudent Electrical Practices. If, for reasons other: than
an event of Force Majeue, PacifiCorp requires such a curilment, interrption or
reduction of Net Output deliveries for a perod that exceeds twenty (20) days, beging
with the twenty-first day of such interrption, curtailment or reduction, Seller will be
deemed to be deliverng Net Output at a rate equivalent to the pro rata daily average of
the amounts specified for the applicable month in the Energy Deliver Schedule under
Section 4.2 unadjusted by Section 4.3. PacifiCorp will notify Seller when the
interption, curilment or reduction is terminated.
6.3.2 PacifiCorp shall not be obligated to purchase, receive or pay for Net
Output that is not delivered to the Point of Deliver (a) during times and to the extent that
such energy is not delivered because the interconnection between the Facility and
PacifiCorp's system is disconnected, suspended or interpted, in whole or in par
pursut to the Facility's generation interconnection agreement, if applicable, or
Tranmission Agreement(s), (b) durg times and to the extent that such energy is not
delivered because the Transmission Entity Curails (as defied in the Tarff
Transmission Service (as defined in the Tarff to PacifiCorp pursuat to the ters of the
Tarff, or (c) durg times and to the extent that an event of Force Majeure prevents eitherPar from delivering or receiving such energy.
6.3.3 Under no circumstaces wil the Seller deliver Net Output and/or
Inadvertent Energy from the Facility to the Point of Delivery in an amount that exceeds
the Maximum Facility Delivery Rate, except as provided in Addendum W. Seller's
failure to limit deliveres to the Maxum Facility Deliver Rate shall be a Material
Breach of this Agreement.
6.4 Seller Declared Suspension of Energy Deliveres.
6.4.1 If the Seller's Facility experiences a forced outage due to equipment
failure which is not caused by an event of Force Majeure or by neglect, disrepair or lack
of adequate preventative maintenance of the Seller's Facility, Seller may, after givig
notice as provided in Section 6.4.2 below, temporarly suspend all deliveres of Net
Energy to PacifiCorp from the Facility or from individual generation unites) within the
Facilty affeced by the forced outage for a period of not less than 48 hours to correct the
forced outage condition ("Declared Suspension of Energy Deliveries"). The Seller's
Declared Suspenion of Energy Deliveries will begin at the stat of the next ful hour
followig the Seller's notification as specified in Section 6.4.2 and wil contiue for the
time as specified (not less than 48 hours) in the wrtten notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occured, the
Scheduled Monthly Energy Deliver will be adjusted as specified in Section 4.3.
6.4.2 If the Seller desires to initiate a Declared Suspenion of Energy
Deliveries as provided in Section 6.4.1, the Seller will notify PacifiCorp's generation
coordination desk, bye-mail to wscc(iacitìcorf2.com. by telephone [phone]), or
by fax [phone]), of Seller's unscheduled outage. Seller shall take all reasonable
measures and exercise its best. efforts to avoid unscheduled maintenance, to limit the
duration of such unscheduled maintenance, and to perform unscheduled maintenance
16
durg Off-Pea Hours. The begiing hour of the Declared Suspension of Energy
Deliveries will be at the ealiest the next fu hour after mag contact with PacifiCorp.
The Seller wil, within 24 hours after the telephone contact, provide PacifiCorp a wrtten
notice in accordance with Secton 21 declarg the begiing hour and duration of the
Declared Suspenion of Energy Deliveries and a descrption of the conditions that caused
the Seller to initiate a Declared Suspesion of Energy Deliveres. PacifiCorp wil review
the documentation provided by the Seller to detere PacifiCorp's acceptance of the
descrbed forced outage as quaifyg for a Declared Suspension of Energy Deliveries as
specified in Section 6.4.1. PacifiCorp's accetace of the Seller1s forced outage as an
acceptable forced outage will be based upon the clea documentation provided by the
Seller that the forced outage is not due to an event of Force Majeure or by neglect,
disrepair or lack of adequate preventative matenance of the Seller's Facilty. Seller
agrees to retain all performance related data for the Facilty for a miimum of thee years,
and to cooperate with PacifiCorp in the event PacifiCorp decides to audit Seller's
reportg of Facility Net Output and Adjusted Scheduled Monthly Energy Delivery.
SECTION 7: MOTIV FORCE
Prior to the Amendment Date of this Second Revised Agreement, Seller provided to PacifiCorp
an engieering report for Seller's Facility demonstrating to PacifiCorp's reasonable satisfaction:
(1) the feasibilty that the combined Net Energy delivery of the Upper Facilty and the Lower
Facility will equal or exceed 5,357,556 kWh in each ful calendar year for the fu ter of this
Secnd Revised Agreement; (2) the feaibilty that the Net Energy delivery of the Culina
Facility will equal or exceed 1,158,000 kWh in each ful calendar year for the full ter of ths.
Second Revised Agreement; and (3) the lielihood that the Facility, under average design
conditions, wil generate at no more than 10 aMW in any calendar month ("Motive Force Plan")
acceptable to PacifiCorp in its reaonale discretion and attched hereto as Exhibit F-l, together
with a certification from a Licensed Professional Engineer attached hereto as Exhibit F-2,
cerifyng to PacifiCorp that the Facilty can reasonably be expected to perform as predicted in
the Motive Force Plan for the duration of ths Agreement.
SECTION 8: METERIG AT THE POIN OF INTERCONNECTION
8.1 Metering shall be pedonned at the location and in a maner consistet with this
Agreement, as specified in Exhibit B. Seller shal provide to PadfiCorp metered Facilty Net
Output in hourly increments, and any other energy measurements required to admister ths
Agreement. If the Tranmittng El1tity(s) requires Seller to telemeter data, PacifiCorp shall be
entitled to receive the same data Seller provides to the Transmitting Entity, if such data is useful
to PacifiCorp's adnistration of this Agreement. Seller's metered output shall be adjusted to
account for electrcal losses, if any, between the point of meter&:x) and the Point of
Interconnectio1lx) ("adjusted metered output"). The loss adjustment shall be 2% of the kWh
energy production recorded on the Facilty output meter until actually measured and confined
in letter agreement between the Paries. Subject to other provisions applicable to Net Output in
this Agreement (e.g., disallowance of Inadverent Energy), PacifiCorp shall subtract Seller's
station serice load from Seller's adjusted metered output to deterine Net Output.
17
8.2 Seller shall pay for the installation, testig, and maintenance of any metering
required by Section 8.1, and shall provide reasonable access to such meter. PacifiCorp shall
have reasonable access to inspection, testing, repair and replacement of the metering equipment.
If any of the inspections or tests discloses a meaurement error exceeding two percent (2%),
either fast or slow, proper correction, based upon the inaccuracy found, shall be made of
previous readings for the actu period durng which the meterng equipment rendered inaccute
measurements. Any correction in bilings or payments resulting from a correction in the meter
records shall be made in the next monthy biling or payment rendered following the repair of the
meter, or during the shortest reasonable period.
SECTION 9: BILLINGS, COMPUTATIONS AN PAYMENTS
9.1 On or before the theth (30t) day followig the end of each Billing Perod,
PacifiCorp shall send to Seller payment for Seller's deliveres of Net Output to PacifiCorp,
together with computations supporting such payment. PacifiCorp may offset any such payment
to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement and any other
agreement(s) between the Pares.
9.2 Any amounts owig after the due date thereof shall.bear interest at the Prime Rate
plus two percent (2%) from the date due until paid; provided, however, that the interest rate shall
at no time exceed the maxmum rate allowed by applicable law.
SECTION 10: DEFAULTS AND REMEDIES
10.1 The following events shall constitute defaults under ths Agreement:
10.1.1 Seller's faiure to make a payment when due under this Agreement,
or maintan insurance in conformce with the requirements of Section 12 of this
Agreement, if the failure is not cured within ten (l0) days after the non-defaulting Pary
gives the defaulting Party a notice of the default.
10.1.2 Breach by a Party of a representation or waranty set fort in ths
Agreeent, if such failure or breach is not cured within thirt (30) days following written
notice.
10.1.3 Seller's failure to cure any default under any commercial or
financing agreements or instrment (including the Facility's generation interconnection
agreement, if applicable) with the time allowed for a cure under such agreement orintrent.
10.1.4 A Par (a) makes an assignent for the benefit of its creditors; (b)
flies a petition or otherwise commences, authories or acquiesces in the commencement
of a proceeding or cause of action under any bankrptcy or similar law for the protection
of creditors, or has such a petition fled against it and such petition is not withdrawn or
dismissed withn sixty (60) days after such filing; (c) becomes inolvent; or (d) is unable
to pay its debts when due.
18
10.1.5 A Materal Advere Change has occued with respect to Seller and
Seller fails to provide such perormance assurances as are reasonably requested by
PacifiCorp, within fifteen (15) days from the date of such request.
10.1.6 A Pary otherwse fails to perorm any materal obligation (including
but not limted to failure by Seller to meet any deadine set fort in Section 2.2) imposed
upon that Par by this Agreement if the failure is not cured withn thirty (30) days after
the non-defaulting Par gives the defaultig Pary notice of the default; provided,
however, that, upon wrtten notice from the defaultig Par, ths thirt (30) day period
shall be extended by an additional ninety (90) days if (a) the failure caot reasonably be
cured with the thirt (30) day perod despite dilgent effort, (b) the default is capable
of being cured within the additional niety (90) day period, and (c) the defaultig Par
commences the cure with the origial th (30) day perod and is at all ties thereafter
diligently and continuously proceeding to cure the failure.
10.2 In the event of any default hereunder, the non-defaulting Par must notify the
defaulting Pary in wrting of the circumstaces indicatig the default and outlining the
requirements to cure the default. If the default has not bee cured withn the prescrbed time,
above, the non-defaulting Pary may terinate this Agreement at íts sole discretion by deliverig
written notice to the other Pary and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in ths Section 10 are cumulative such
tht the exercise of one or more rights shall not constitute a waiver of any other rights.
10.3 In the event this Agreement is termnated because of Seller's default and Seller
wishes to again sell Net Output from the facility using the same motive force to PacifiCorp
followig such teration, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of ths Agreeent, including but not limited to the purchae prices as set fort in
(Section 5), until the Expiration Date (as set fort in Section 2.1). At such time Seller and
PacifiCorp agree to execute a written document ratifying the tes of ths Agreement.
lOA If this Agreement is termnated as a result of Seller's default, Seller shall pay
PacifiCorp for the energy and associated capacity that Seller was scheduled to provide for a
perod of twelve (12) months ("Replacement Period") from the date of termation plus the
estimated administrative cost to acquire the replacement power ("Net Replacement Power
Costs"). Net Replacement Power Costs equals the sum of (1) the Replacement Price for
Facility(upper and lower) times the Replacement Volume for FacilitY(uper and lower) for each day of the
Replacement Period; (2) the Replacement Price for Faciltycculin) times the Replacement
Volume for Facílity(culinary) for each day of the Replacement Perod; and (3) the estiated
administrative cost to the utility to acquire replacement power.
Where:
"Replacement Price" equas the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and Off-Peak Conformg Energy Prices; and
"Replacement Volume" equas the applicable Scheduled Monthly Energy Delivery
divided by the number of days in that month.
19
10.5 Upon an event of default or terination event resulting from default under this
Agreement, in addition to and not in litation of any other right or remedy under this
Agreement or applicable law (including any right to set-off, counteclaim, or otherwise withhold
payment), the non~defaultigParty may at its option set-off, against any amounts owed to the
defaultig Par, any amounts owed by the defaulting Pary under any contract(s) or
agreement(s) between the Pares. The obligations of the Pares shall be deemed satisfied and
discharged to the extent of any such set~off. The non-defaulting Par shall give the defaultig
Par wrtten notice of any set-off, but faiure to give such notice shall not affect the validity of
the set-off.
10.6 Amounts owed by Seller pursuat to this paragraph shall be due within five (5)
business days after any invoice from PacifiCorp for the same.
SECTION 11: INEMNIFICATION
11.1 Indemnities.
11.1.1 Indemity by Seller. Seller shall release, indemnify and hold
harless PacifiCorp, its directors, officer, agents, and representatives against and from
any and all loss, fines, penalties, claims, actions or suìts, including costs and attorney's
fees, both at tral and on appeal, resuting from, or arsing out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and at the Point of
Deliver, (b) any facilities on Seller's side of the Point of Deliver, (c) Seller's operation
and/or maintenance of the Facilty, or (d) arsing from this Agreement, including without
limitation any loss, claim, action or suit, for or on account of Í1uury, bodily or otherise,
to, or death of, persons, or for damage to, or destrction or economic loss of proper
belongig to PacifiCorp, Seller or others, excepting only such loss, claim, action or suit
as may be caused solely by the fault or gross negligence of PacifiCorp, its directors,
offcers, employees, agents or representatives.
11.1.2 Indemnity by PacifiCorp. PacifiCorp shall release, indemnify and
hold harmless Seller, its diectors, offcers, agents, Lenders and representatives against
and from any and all loss, fines, penalties, claims, actions or suits, including costs and
attorney's fees, both at tral and on appeal, resulting from, or arising out of or in any way
connected with the energy delivered by Seller under this Agreement after the Point of
Delivery, including without limtation any loss, claim, action or suit, for or on account of
injur, bodily or otherwise, to, or death of, persons, or for damage to, or destruction or
economic loss of proper, exceting only such loss, claim, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, offcers, employees,
agents, Lenders or representatives.
11.2 No Dedication. Nothing in this Agreement shall be construed to create any duty
to, any stadard of care with reference to, or any liability to any person not a Pary to this
Agreement. No underting by one Pary to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the other Pary or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an il'dependent individual or entity.
20
11.3 CONSEQUENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASù'RE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIALE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
WHETHER SUCH DAMGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIAILITY, STATUE OR OTIERWISE.
SECTION 12: LIABILITY AND INSURCE
12.1 Certficates. Seller shall provide PacifiCorp inurance ceficate(s) (of "ACORD
Form" or the equivalent) cefyng Seller's compliance with the insance requiements
hereunder. Commercial General Liability coverage written on a "claims-made" basis, if any,
shall be specifically identified on the certficate. If requested by PacifiCorp, a copy of each
insurance policy, certified as a tre copy by an authorized representative of the issuing insurance
company, shal be fushed to PacifiCorp.
12.2 Required Policies and Coverages. Without limiting any liabilties or any other
obligations of Seller under this Agreement, from the commencement of interconnection with
PacifiCorp's electrc trsmission system until the Expiration Date of this Agreement, at its own
expense, Seller shall secure and contiuously car, with an inurance company or companies
rated not lower than. "A- or bettet' by the A.M. Best Company, the insance coverage specified
below:
12.2.1 Worker's Compensation insurance which complies with the laws of
the state with which the Facility is located;
12.2.2 Commercial General Liability insurance with bodily injury and
property damage combined single limts of at least $1,000,000 per occurrence. Seller
shall maintain the policy in accordance with ters available in the insurance market for
similar electric generating facilities. Such insurance shall include, but not necessarily be
limited to, specific coverage for contrctual liability encompassing the indemnification
provisions in this Agreement, broad form property damage liability, peronal injur
liabilty, explosion and collapse hazard coverage, products/completed operations liabilty,
and, where applicable, watercraft protection and indemnity liabilty;
12.2.3 All Risk Insurance. The policy shall provide coverage in an amount
equal to not less than 80% of the curent replacement in kind of the Facility for "all risks"
of physical loss or damage except as hereiaft provided, including coverage for boiler
and machinery, transit and off-site storage accident exposure, but excluding the
equipment owned or leased by Operator and its subcontractors and their personal
property. The policy may contain separate sub-limits and deductibles subject to
insurance company underritig guidelines. Seller shall maintain the policy in
accordance with terms available in the inurance market for similar electrc generating
facilties. The policy shall include coverage for business inteption in an amount
covering a perod of indemnity equal to twelve (12) months. Additional coverages to be
included are:
21
(a) Catastrophìc Perils Inance not less than 80% of the curent
replacement cost of plant, building, and/or equipment.
12.3 Insurance Strctue. Seller may satisfy the amounts of insurance required above by
purchasing primary coverage in the amounts specified or by buying a separate excess Umbrella
Liability policy together with lower limit primar underlying coverage. The strctue of the
coverage is at Seller's option, as long as the total amount of insurance meets the above
requirements.
12.4 Occurence-Based Coverage. The coverage required above, and any umbrella or
excess coverage, shall be "occurrence" form policies. In the event that any policy is wntten on a
"claiins~made" basis and such policy is not renewed or the retroactive date of such policy is to be
changed, the first insured Par shall obtain or cause to be obtaied for each such policy or
policies the broadest basic and supplemental extended reporting period coverage or ''til''
reasonably available in the commercial insurance market for each such policy or policies and
shall provide the other Pary with proof that such basic and supplemental extended reportg
period coverage or ''til'' has been obtaned.
12.5 Endorsement Items. Seller shall imediately cause its insurer to amend its
Commercial General Liabilty and Umbrella or Excess Liability policies with all of the following
endorsement item, and to amend its Worker's Compenation policy with the endorsement items
set forth in Sections 12.5.3 and 12.5.4 below:
12.5.1 PacifiCorp and its Affiliates, their respective directors, offces,
employees, and agents as an additional insured under this policy and to the maximum
extent allowed by law, shall be provided with coverage at leat as broad as those required
of the Seller by this Agreement;
12.5.2 This insurance is primary with respect to the interest of PacifiCorp
and its Affiliates and their respective directors, offcer, employees, and agents;
12.53 Insurer hereby waives all rights of subrogation against PacifiCorp,
its Affiliates, offcers, directors, employees and agents;
12.5.4 Notwithstading any provision of the policy, ths policy may not be
canceled, non-renewed or materially changed by the insurer without giving ten (10) days'
prior written notice to PacifiCorp; and
12.5.5 Cross liabilty coverage so that the insurance applies separately to
each insured against whom claim is made or suit is brought, even in instances where one
insured claims against or sues another inured.
12.6 Periodic Review. PacifiCorp may review ths schedule of required insurance as
often as once every two (2) years.PacifiCorp may, in its discretion 841d if allowed by the
Commssion, require the Seller to make changes to the policies and coverages described in this
Exhbit to the extent reasonably necessary to cause such policies and coverages to conform to the
insurance policies and coverages typically obtained or required for power generation facilities
22
comparable to the Facility at the time PacifiCorp's review taes place. In addition, Seller shall
have the right, subject to PacifiCorp's consent, to mae changes in the coverages and limits of
the Builder's All-Risk Insurance and the All-Risk Insurance required under ths Section, to the
extent the coverages and limits specified herein are not reasonably available at commercially
reasonable rates.
SECTION 13: FORCE MAJEUR
13.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure"
means any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite the
exercise of due dilgence, such Par is unble to prevent or overcome. By way of example,
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil
strfe, strkes, and other labor. disturbances, earquaes, fies, lightning, epidemics, sabotage,
restrait by court order or other delay or failure in the perormance as a result of any action or
inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of
such Par, (ii) by the exercise of reasonable foresight such Par could not reasonably have been
expected to avoid and (iii) by the exercise of due dilgence, such Party shall be unable to prevent
or overcome. Force Majeure, however, specifically excludes the cost or availability of fuel or
motive force to operate the Facility or changes in market conditions that affect the price of
energy or traninssion. If either Par is rendered wholly or in par unble to perorm its
obligation under this Agreement because of an event of Force Majeure, both Pares shall be
excused from whatever perfonnace is affected by the event of Force Majeure, provided tht:
13 .1.1 the non-performg Par, shall, within two (2) weeks after the
occurence of the Force Majeure, give the other Pary written notice descrbing the
paricular of the occurence, including the star date of the Force Majeue, the cause of
Force Majeure, whether the Facility remains parially operational and the expected end
date of the Force Majeure;
13.1.2 the suspension ofperfonnance shall be of no greater scope and of no
longer duration than is required by the Force Majeure;
13.1.3
to perform; and
the non-performg Par uses its best effort to remedy its inabilty
13.1.4 the non-performg Par shall provide prompt written notice to the
other Party at the end of the Force Majeure event detaling the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeue event, and the end date of the Force Majeure.
13.2 No obligations of either Pary which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
13.3 Neither Party shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Par involved in the dispute, are contrary to
the Pary's best interests.
23
SECTION 14: SEVERA OBLIGATIONS
Nothng contained in this Agreement shall ever be constred to create an association, trst,
parership or joint ventue or to impose a trst or parership duty, obligation or liability
between the Paries. If Seller includes two or more pares, each such par shall be jointly and
severally liable for Seller's obligations under this Agreement.
SECTION 15: CHOICE OF LAW
Ths Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rues which may direct the application of the laws of another
jurisdiction.
SECTION 16: PARTIAL INVALIDITY
It is not the intention of the Pares to violate any laws governing the subject matter of this
Agreement. If any of the terms of the Agreement are finally held or determed to be invalid,
ilegal or void as being contrar to any applicable law or public policy, all other te of the
Agreement shall remain in effect. If any terms are finally held or deterned to be invalid,
ilegal or void, the Paries shall enter into negotiations concerning the terms affected by such
decision for the purpose of achievig confonnity with reuirements of any applicable law and
the intent of the Pares to ths Agreement.
SECTION 17: WAIVER
Any waiver at any time by either Par of its rights with respect to a default under. ths
Agreement or with respec to any other matters arising in connection with this Agreement must
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 18: GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS
This Agreement is subject to the jursdiction of those governenta agencies having control over
either Party or this Agreeent. PacifiCorp's compliance with the term of this Agreement is
conditioned on Seller's submission to PacifiCorp prior to the Commercial Operation Date and
maintaining thereafter copies of al local, state and federal licenses, perits and other approvals
as then maybe required by law for the constrction, operation and maintenance of the Facilty.
SECTION 19: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the. Partes hereto, except that no assignent
hereof by either Party shall become effective without the wrtten consent of both Paries being
first obtained. Such consent shall not be unreasonably withheld. Notwthstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may conveyor transfer substtially all of its electrc utilty assets, shall automatically, without
24
fuer act, and without nee of consent or approval by the Seller, succeed to all of PacifiCorp's
rights, obligations, and interests under this Agreement. Ths arcle shall not prevent a fmancing
entity with recorded or secured rights from exercising all rights and remedies available to it
under law or contract. PacifiCorp shall have the right to be notified by the fmancing entity that it
is exercising such rights or remedies.
SECTION 20: ENTIRE AGREEMENT
20.1 Ths Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether oral or in writig, regarding PacifiCorp's purchase of
Net Output from the Facilty. No modification of this Agreement shall be effective unless it is in
wrtig and signed by both Pares.
20.2 By executig ths Agreement, each Par releaes the other from any claims,
known or unkown, that may have arisen prior to the Amendment Date with respect to the
Facility and any predecessor facilty proposed to have been constrcted on the site of the
Facilty.
SECTION 21: NOTICES
21.1 All notices except as otherse provided in ths Agreement shall be in writing,
shall be directed as follows and shall be considered delivered if delivered in peron or when
deposited in the U.S. Mail, postage prepaid by cerfied or registered mail and return receiptrequeste .
Notices PacifiCorp Seller
Al Notices PacifiCorp Lower Valley Energy, Inc.
825 NE Multnoma Street PO Box 188Portland, OR 97232
Att: Contract Admiistration,Afton, Wyoming 83110
Suite 600 Attention Jim Webb, CEO
E-mail: SmallQF(§acifiCorp.com Phone [phone]
Phone: (503) 813 - 5380 Facsimile: [phone]
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Federal Tax ID Number: 93-0246090
All Invoices:Att: Back Offce, Suite 700 Attention GayLyn Turer
Phone: (503) 813 - 5578 Phone [phone]Facsimile: (503) 813 - 5580
Facsimile: [phone]
Schedulig:Att: Resource Planing, Suite 600 Attention Rick Knori
Phone: (503) 813 - 6090 Phone: [phone]Facsimile: (503) 813 - 6265
Facsimile: [phone]
25
Notices PacifCorp Seller
Payments:Att: Back Office, Suite 700 Attention GayLyn Turer
Phone: (503) 813 - 5578 Phone [phone]Facsimile: (503) 813 - 5580
Facsimile: [phone]
Wire Transfer:Ban One N.A.To be provided in separate leter
To be provided in separate letter from from Lower Valley Energy to Buyer
PacifiCorp to Seller
Credit and Att: Credit Manager, Suite 700 Attention GayLyn Turer
Collections:Phone: (503) 813 - 5684 Phone [phone]Facsimile: [phone]
Facsimile: [phone]
With Additional Att: PacifiCorp General Counsel J ames Webb, CEO
Notices of an Phone: [phone] Lower Valley Energy, Inc.Event of Default Facsimile: [phone]
or Potential Phone [phone]
Event of Default Facsimile: [phone]
to:
The Pares may change the person to whom such notices are addressed, or their addresses, by
providing wrtten notices thereof in accordance with this Subsection.
IN WITNESS WHEREOF, the Parties hereto have caused ths Agreement to be executed
in their respective names as of the date first above written.
By:
Seller
~....'"ames R. Webb
Title: President! CEO
26
EXHffIT A
DESCRITION OF SELLER'S FACILITY
(Seller to Complete)
Seller's Facility consists of thee QFs, designated Facilty(lower), Facility(upper), and Facility(cuJill)
in this Agreement Together, the Facility is descrbed as:
Facilty Capacity Ratigcupper): 940 kW
Facility Capacity Ratingclower): 535 kW
Facility Capacity Ratingcupperandlower): 1475 kW
Facility Capacity RatigcClinary): 225 kW
Facilty Capacity Rating: 1,700 kW
Identify the Maximum Facilty Deliver Rate:
Maximum Facility Deliver Rat~uppr): 940 kW
Maximum Facility Deliver Rate(lower): 597 kW
Maxmum Facility Deliver Rate(uppe an lower): 1537 kW
Maxmum Facility Delivery Rat~culini): 261 kW
Maximum Facilty Delivery Rate: 1,798 kW
A-I
EXHIBIT A - Lower
DESCRITION OF SELLER'S F ACILITY(LOWER)
(Seller to Complete)
Seller's Facility consists of one generator manufactured by Emerson Motor Company. More
specifically, each generator at the Facility is described as:
Type (synchronous or inductive): S 1 Induction Generator
Nameplate Part No.: 370780-000
Number of Phases: 3
Rated Output (kW): 597 Rated Output (kVA): 746
Rated Voltage (lie to line): 480
Rated Current (A): Stator: 935 A; Rotor: Induction 935 A
Maxium kW Output ("Maximum Facilty Delivery Rate(løwer)): 597 kW
Maximum kVAOutput: 746 kVA
Minimum kW Output: 0 kW
Manufacturer's Guaranteed Cut-in Wind Speed (if applicablel:N/A
Facilty Capacity Ratig: 535 kW at Hz 60 A 935
Identify the maimum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating:
Station servce requirements, and other loads served by the Facilty, if any, are described
as follows: Station serce loads are metered and connected on a separate servce and meter from
the 12.47 kv distrbution system through a 120/240 single phase service. Station Service loads
are estimated to be 12,000 KWH per year
Location of the Facilty: The Facility is located in Lincoln County, W Wyoming. The location
is more paricularly described as follows:
The project is located on Swift Creek, in Lincoln County, Wyoming, parially within the
Bridger-Teton National Forest at approximately 42°43' 42.353 I" Nand 110°55' 00.70858" W.
Power factor requirements:
Rated Power Factor (PF) or reactive load (kV AR): PF = .81
A-(1ower)-l
EmmIT A-Upper
DESCRITION OF SELLER'S F ACILITY(uPPER)
(Seller to Complete)
Seller's Facilty(upper) consists of one generator manufaced by Marelli Moton. More
specifically, each generator at the FacilitY(uper) is descrbed as:
Type (synchronous or inductive): Sl Induction Generator
Model: C4G500 LC 10
Number of Phases: 3
Rated Output (kW): 940 Rated Output (kVA):
Rated Voltage (lie to lie):
Rated Current (A): Stator: 1131 A; Rotor: Induction 1131 A
Maximum kW Output ("Maximum Facilty Delivery Rate(upper)"): 940 kW
Maxium kV A Output: 986 kV A
Mimum kW Output: 0 kW
Manufacturer's Guaranteed Cut-in Wind Speed (if applicable):
Facilty Capacity Ratigciipper): 940 kW at Hz 60 A
1360
Identify the Maximum Facility Delivery Rate(uper) and describe any differences between that
output and the Facilty Capacity Ratigciipper):
Station service requirements, and other loads served by the Facilty(upper), if any, are
described as follows: Station servce loads are metered and connected on a separate servìce and
meter from the Í2.47 kv distribution system through a 120/240 single phase service.
Location of the Facilty(llpper): The FaciltYCupper) is located in Lincoln County, W Wyoming.
The location is more parcularly described as follows:
The project is located on Swif Creek, ìn Lincoln County, Wyoming, partally within the
Bridger-Teton National Forest at approximately 42°43' N and 110°54' W.
Power factor requiements:
Rated Power Factor (PF) or reactive load (kV AR): PF = .83
A-(upper)-l
EXHIIT A - Culiary
DESCRIPTION OF SELLER'S FACILITY(cULlNARY)
(Seller to Complete)
Seller's Facility(culinar) consists of one generator manufactued by Emerson Motor Technologies.
More specifically, each generator at the Facilty(culinary) is described as:
Type (synchronous or inductive): Inductive
Model: DI=68093
Number of Phases: 3
Rated Output (kW): 225 Rated Output (kV A):
Rated Voltage (line to lie):
Rated Current (A): Stator: 480 A; Rotor: _ A
Maximum kW Output ("Maximum Facilty Delivery Rate(culinary)"): 261 kW
Maximum kVA Output: _ kVA
Miimum kW Output: 225 kW
Manufacturer's Guaranteed Cut-in Wind Speed (if applicable): NI A
Facilty Capacity Rating(culinary): 225 kW at 60 Hz A
Identify the Maximum Facility Delivery Rat~cul) and descrbe any differences between that
output and the Facility Capacity Ratin!šculinai):
Station service requirements, and other loads served by the Facilty(culinaryh if any, are
descnbed as follows: Station serce loads are metered and connected on a separate servce and
meter from the 12.47 kv distrbution system though a 120/240 single phase service. Station
Serce loads are estimated to be 14,500 KWH per year
Location of the Facilty(cnlinaryf The Facilty(culna) is located in Lincoln County, Wyoming.
The location is more paricularly descrbed as follows: 42° 43' 53" Nand 110° 51' 43" W
Power factor requiements:
. Rated Power Factor (PF) or reactive load (kv AR): PF = .72
A -( culinary)-l
EXHBITB
SELLER'S INERCONNECTION FACILITIES
(Seller to provide its own diagram and descrption)
POINT OF DELIVERY / SELLER'S INTERCONNECTION FACILITIES
Instrctions to Seller:
1. Describe the pointe s) of meterng, including the tye of rneter( s), and the owner of the
meter(s) at FacilitY(lower), Faciltycupper), and Facility(culina).
The Lower Swift Creek Facility and the Upper Swift Creek Facilty are metered
separately. The point of meterng at each Facilty is in the secondar
comparent of the 277/480 step up transformers. The Lower Swift Creek
Facilty is a 750 kva transformer, The Upper Swift Creek Facilty is a 1500 kva
tranformer. The metering is done by 500-5 CT's and a Gemta JEMI 0 meter.
The meters are owned by Bonnevlle Power Admstration. The Culinar is
metered in a 300 kva trsformer with 200-5 CT's along with a Gemstar JEMI0
meter; station servce is metered with a Landis & Gyr FM2S meter both meters
are owned by Bonnevile Power Admistration.
2. Provide single line diagrams of FacilityClower), Facility(upper), and FacilityCculina) including
station use meter, Facilty output meter(s), Interconnection Facilities, Points of
Interconnection.
One-line diagram of FaciltY(lower), Facility(upper), and Facility(culi) are attached.
For Facilty(lower) and Facility(upper) the Point ofInteconnection is the 12.47 kV
side of the step-up tranformer. For Facility(culinry), the Point of Interconnection is
the_high side of the 300 KVA step-up-transformer.
3. Specify the Point of Delivery, and any transmission facilities on Seller's side of the Point
of Deliver used to deliver Net Output.
The power wil be delîvered from the Lower Valley Energy distrbution system to
BPA. BPA wil deliver the power to PacifiCorp at the Goshen Substation. See
attached one-line diagram
B-1
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1
EXHmITC
REQUIRED FACILITY DOCUMENTS
REQUIRD OF ALL FACILITIES:
QF Cerfications:
Facility(lower): QF 10-157-000
FacilitY(upper): QF 08-641-000
Facilty(culína): QF 11-61-000
FERC Hydro Licenses:
Facìlìty(lower): P-1651
Facility(iiper): P.1651
Facilty(cular): P- i 3301-022
Generation Interconnection Agreement: Not applicable
Fuel Supply Agreeent, if applicable N/ A
BP A point-to-point transmission servce agreement:
For May 2011 to Aprìl2012: Dated May 10,2010, Ref# 73970298
For May 2012 to April 2015: Dated May 4,201 i, Ref # 75429714
The following Documents are requied to complete this project:
Easements:
Permts:
C-l
EXHITD
ENERGY DELIVRY SCHEDULE
Upper Swift Creek Hydro Lower Swift Creek Hydro
("Faciltynpper")("Faciltyi_")
0.940MW Nameplate Capacity 0.535 MW NameJ)late Capacity Faciltvun_r and i.~'..
SMED(npper
and lower):
Scheduled
Monthly Avg.Monthly Monthy Avg.Monthy Monthy Avg.
Energy Delivery Capacity Energy Deliver Capacity Energy Deliver
Delivery Rate Factor Delivery yRate Factor Delivery yRate
(kWh)(MW)(%)(kWh)(M)(%)(kWh)(MW)
January 154,720 0.21 __,_1~~._._103,674 0.14 26%____~~~d?i_..0.35-_.__..__._--_.--,---~~.-.._.~,.~.,-,~...__..~~._..--.-.,,_..,,--,~-,--._--_.__.__.-._._--_.~~~
February 126,782 0.19 __,_1Q~___65,772 0.10 18%..__,..~z~Si_.,,__.,0.29_.__,__"..~~W~y_,_~~._,.~,_~_~_~_M.~__.y.'--_.,_.,,--,_._-..,._,-_._...._---~-,-_.,_._"'"'~_._---_.~y.._~.March 127,107 0.17 18%70,249 0.09 18%.__1.972,?~_,_.0.27__M.._.~.._,_~____.._----'--"._----------.._.__._-"'--_._'-"--..w'____
April 188,542 0.26 28%87,236 0.12 ,_,_.Æ~___~7.~!.??~._,__0.38,-_._,-------,----,._---,-'---~..--~~-,,-~_..
May 259,394 0.34 -~_.,---102,403 0.13 23%361,797 .486____._w_~_____,....._~----_.._-_._-~-~."...-""-,-----_._.~_w.~".w._n__.'_..'-'--,,'-,,-,,_._,"._.__...._~June 558,866 0.77 83%301,939 0.42 70%,,_,_~~Q!§9..L__1.9___'_'''___'__R_---_._._...,,-,,_...._-~~~~"-_..~-~-.-..._____....".___..___.M~_-----,--"-_n__W_""_'_"'"._--_._.~"._...
July 614,905 0.82 88%301,022 0.40 68%_._._.2.,l~,~.?7__"._1.23-'--'''-'''--''-'_....___...__~n_.._._._.--..-._-.__._._..._.M_~_.R'''__.'',,_----_..__._._..R__"_'_~_'_'____--_...-August 454,030 0.61 "._,.__~4~_",._162,980 0.22 37%,_,,_~,,!-ILa.t9....__.,....".Q.:.S.?2.,_'~____'''_''_WM'_''_''_'_-_._~-_._-.-,,_.~.-._..._~-~..-"...-.-_.."_._...._._--.._..._._-._.._._.__..._.._....
September 274,580 0.38 45%113,480 0.15 25%"."._?~,,~i9_~Q_,_'"''''0.539--"._'-,-""'.,,-,.,--,,-_"_'__'__"~W'___._~w.._"..._...__
'--"gS;ã:iõ.---
..................._.._.-.-.."_.....w.__._........._._.._.~"..._.._...-October 280,880 0.38 _..Q~0.13 22%,___.?_7.~i2QQ_..0.505-.-._._-"..~._...__._...._..._.,-,.,~_.,-_.__._---_..._-_..~_.~........"'''-_._.-._,-'.-.._..-...~~--_...._.-._..._---
November 217,480 0.31 _.12%__125,785 0.17 29%.,___~~Ll~S___0.59'~_._._..."."...__n..___~-'."."--'-----,,-----_M..-._____..-.........-..._.._.._"~
December 188,460 0.25 27%113,611 0.15 26%302,071 0.45
TOTAL:3,445,746 1.643,171 5,088,917
Culnar Hydro
("Facilty tlliiry")
0.225 MW Nameplate CaDacitv
SMED(cuunary):Avg.Monthy Capacity
Scheduled Monthy Energy Delivery Deliver Rate Factor
(kWh)(Mw)(%)
January ~""__,__.__,,_._._,,__...?,~,?Q.Q.,,_______.0.08 __,,,___.)6't___.,,_'_~'_"'_"~~'_'_"'_N.__
February ,_"_",.,'_____."'_.____,,,,1~,9_q.o__.,,,..____.,_0.03 15%.__._.._R~__.___RW___....._._~~._._M_.~~~_~_
March ...,_.__.__.,,_,_.,,_.._~,Q.~QQ9_.._.___"'_,..____,0.05 24%~.~.._..__._---".._--~...~_._.__.._..._._.R..______._..__....
April _._,_.__,_,_.,..,__".__2i?::.~Q..,_.".,,_,,__'''''__._.0.13 58%---"......_-~._~~._....-_.._..._...~...._..__..._..~__..____M..___.
May -,,-,,_.,"--,-"'_.,--,.tl-~!_-?Q.Q-,_._-_._--0.16 71%.M..._____..____.._~._"...-'.._"--_.'''..._--''''--June _"'__.____._.,,__._,!~~l,~Q,Q..._,__..__,_______0.18 82%.._._._-_...._--_...._~~___M_.._~.______July ,...__,_..._,_,__,,___l..1.i?2..____,.._,___.....,__.0.22 100%........._----_...__.-_.._.__...._._n___......__._..August _.__._.,__...,"___..._J?91.! 00_,,,_____._____.0.22 96%--_.._---------"..__.__..-..,,"_._..._.....
September '-_."'".._,.,_,,.,_,..!.!?i,!..2.,,_.,,___"'_,_,_,_..___.,,_0.16 69%._'_..~-~-_..__._-_...._...._.~-"",-,,,,,-,--,-,,,-,,,-,,-,-'''.__._.-.
October 82,900 0.11 50%c---"""""._'.""-"-"--'-'-"-'---'-"'.'..""-'.'--'.'-'----"'-".""-"-._.__.~___R_._..___.._..___._..._...._........._.__...._..._M.__......___._
November __.,,,__.,,.,_,_,__,_,__..2!,z?_Q.Q.__,_,_,__,__,,___,_,...,."0.13 56%"_'___'''__''_''N'____....._.._.._~_~__.._._~~..._.__..._....w_.
December 76,100 0.10 45%
TOTAL:1,158,000
Scheduled Maintenance - Seller wil provide a suggested maintenance schedule annually.
D-1
EXHIITE
START-UP TESTING
Requíed factory testing includes such checks and tests necessar to determine that the
equipment system and subsystem have bee properly manufactued and installed, function
properly, and are in a condition to permt safe and effcient star-up of the Facility, which may
include but are not limited to:
1. Test of mechanical and electrcal equipment;
2. Calibration of all monitoring instruments;
3. Operting tests of all valves, opertors, motor starers and motor;
4. Alar, signs, and fail-safe or system shutdown control tests;
5. Point-to-point continuity tests;
6. Bench tests of protective devices; and
7. Tests required by manufacturer of equipment
Required star-up tests are those checks and tests necessar to deterine that all featues
and equipment, systems, and subsystems have been properly intalled and adjusted, function
properly, and are capable of operatig simultaneously in such coridition that the Facility is
capable of contiuous delivery into PacifiCorp's electcal system, which may include but are
not limited to:
1. Turbine/generator mechancal iull and fuctionalty;
2. System operation tests;
3. Brake tests;
4. Energization of trasformers;
5. Synchronizing tests (manua and auto);
6. Excitation and voltage reguation operation tests;
7. Auto stop/st sequence;
8. Completon of any state and federa envionmenta testing requirements.
9. Tests required by manufacer of equipment;
For wind projects only, the followig Wind Turine Generator Installation Check Lists are
required docuents to be signed off by Manufacturer or Subcontract Category Commissioning
Personnel as par of the Commissioning and stap testing:
Turbine Instalation
Foundation Inspection
Controller Assembly
Power Cables
Cable:Installation Check Lists includig: Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
B-1
EXHIT F-l
MOTIVE FORCE PLAN
Fl- 1
F:..... ....O..............:~::.:.:.s....nTl"E:. "-iT.... '.' '.............v~~~AFTON CULINARY HYDROPOWER PLANT
ANTICIPATED POWER GENERATION
Anticipated Power Generation at Afon Culinary Hydropower Plant
'í
l-
180
160
140
120
100
80
60
40
20
o
"C
.sel1i:l1oi.
~
Q.JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Time'-.. ..... ~-,
Month Hydraulic Conditions Power Generation ~
Qspnng(l)Qplant(2)Head(3)Eff.(4)Gen. Power(5)Ann. Power (6)
(cfs)(gpm)(ft)%(kW)(MW)
JAN 3.2 1441 405 729%80 59.7
FEB 1.5 687 411 64.3%34 23.0
MA 2.2 1000 409 69.7%54 40.0
APR 5.4 2405 393 73.6%131 .94.4.
MAY 6.7 3006 382 74.1%161 119.5
JUN 7.8 3500 373 74.6%184 132.2
JUL 10.5 4700 344 73.6%225 167.2
AUG 9.7 4341 354 74.3% .215 160.1
SEP .6.5 2908 384 73.9%156 112.1
OCT 4.5 2004 398 74.1%111 82.9
NOV 5.2 2319 394 73.7%.'127 91..
DEC 4.1 1829 400 74.1%102 76.1
TOTAL (Max C'.eneration 225 kW).1158
Notes'
1. Qsprig; estimated spring flow produced (aveiage recorded flows from flow reords)
2. Qplant; Qsring*449gpmlcfs it\(Qdesign (4700 gpm or 10.5 cfs). 1fQi.'Pring;lO.5 ers, QpJaiit;Qdesign= 4700 gpm
3. Head = Available head at hydropower plant
4. EficieIlcy = Combined turbìl1c/generator eftìciency from supplier*90%
5. Generated Power(kW); Q(cts)*Head(fl)*EHicieiicylI I .81 to Max. Power of225 kW; Repi-ecl1ts power at generator.
6. Annual Power (MWhr) = Gen. Power (kW)*days in month*(24 fir/day)/! ,000
C:\Documents and Settings\p89480\local Settings\Temporary Internet Fíles\OlK16E\Swift Creek Culijnury Motive Force Plan.xls
PROPOSED SYSTEM ENERGY GENERATION CALCULATION
Anticipated Head VS. Flow Curve for Afton Culinary Hydropower Plant
-280
~240-
"C 200(I..ai 160..(Ic(I 120C)..80(I~0 40Q.
0
1000 2000 3000 4000
Flow (gpm)
Flow Rate( 1)Pressure (2,3)(4)
Qplant Phi Plo Phi Plo . Eff.
(gpm)(cfs)(psi)(psi)(ft)(ft)%
1441 3.2 180 175 417 405 729%
687 1.5 183 178 423 411 64.3%
1000 2.2 182 177 421 409 69.7%
2405 5.4 175 170 405 393 73.6%
3006 6.7 171 166 394 382 74.1%
3500 7.8 1.67 161 385 373 74.6%
4700 10.5 154 149 356 344 73.6%
4341 9.7 158 153 366 354 74.3%
2908 6.5 172 166 396 384 73.9%
2004 4.5 178 172 410 398 74.1%
2319 5.2 176 170 406 394 73.7%
1829 4.1 179 173 412 400 74.1%
5000
Power Generated (5,6)
Pwhi Pwrlo
(kW) (kW)83 8035 3455 54
135 131
166 161
190 184
233 225
222 215
161 156115 ILL
131 127
105 102
6000
l
Notes
i, Qplant = Flow rate at the Hydroelectrc plant
2. Phi = Pressure at plant when upper storage tank is ful
3. Plo = Pressure at plant when upper storage tank is drawn down 12 feet
4. Eff. = Combined turbine/generator effciency from supplier*90%. Interpolated values.
5. Power hi 7' Power generated when upper storage tank is fun
6. Power 10 = Power generated when upper storage tank is drwn dO\lm i 2 feet.
C:\Do.cumerits and Settings\p89480\Local 5ettings\Temporary tnternet FlIes\OLK16E\Swift Creek Culijnary Motive Force Plan.xls
BACKUP DATA AND CHECK CALCULATIONS
Modified Supplier Effciency Data
Q(gm)Eff Do/oIgpm
10%470 60.0%0.020%
20%940 69.3%0.007%
30%1410 72.8%0.003%
40%1880 74.3%-0.001%
50%2350 73.6%0.000%
60%2820 73.7%0.002%
70%3290 74.6%0.000%
80%3760 74.6%0.000%
90%4230 74.5%-0.002%
100%4700 73.6%
. Efficiency VS. FJowRatë
Design flow 4700
Effciency Adjustment 90%
Eff. = Supplier Effciency * Effciency Adjustment
Calc'd power gen. based on data from other studies to validate this study:
2000 3000 4000
Flow rae(gpm)
5000
Modified (1) Power Generaon Estimate from:
Aftn Wate Supply Project - Level II Nov 1999 BRS Inc,,,
Time period of Conditions Spring Flow Cycle (1)(2)
Flow Time Avg Flow to Tan ..Head Effciency PwrGen
StarEnd Date days (minhr)mgd gpm Hd(ft)%kW MWhr
l-lun 3 I-Aug 91 60 14.2 9855 344 73.6%225 491
l-Sep Nov-l 0 90 28 7.2 4997 344 73.6%225 486
I.Dec 31-May 184 8 1.8 1249 .406 71.6%69 303
TOTAL 365 1280
Modifed (1) Power Generation Estiate from:
Afn Municipal Water Supply - Level IT Study Nov 1990 Forsgren Associates Inc,,.,
(1)(2)
Time period of Conditions Flow to Plant Net Head Efficiency PwrGen.
Starnd Date days Q(gpm)Q(cfs)Hd(ft)Hd(psi)%kW MWhr
I-Apr 30-Nov 244 3500 7.8 427 184.84848 .74.6%210 1232
I-Dec 31-Dec 31 3000 6.7 443 191.77489 74.1%186 138
I-Jan 31-Jan 31 1500 3.3 472 204.329.7H%98 73
I-Feb 3 I-Mar 59 1200 2.7 481 208.22511 71.2%78 UO
TOTAL 365 1553
Notes:
1. Power generation effciency in previous study replaced with anticipated equipment effïciency. Effciencies
interpolated from Modifed Supplier Effciency Data
2. Assumed maximum generation of225 kW if flow exceed.s 4700 gpm.
3 .Power generation estimates based on data from both studies corroborates estiated values
C:\Documents and Settings\p89480\local Settrig5\ Temporary Internet files\OLK1GE\Swift Creek Culijnary Motive Force Plan.xls
~4\i:I.1' If~~i.Eb~iC-?RO~cr
E;XPECO PEl TON 'lBINElElERAT-OJlMZOMBlJED ,PERFORMNCE
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C:\Documents and Settings\p89480\local Settings\Temporary lnternet Files\OLKI6E\Swift Creek Culijnary Motive Force Plan.xis
£' xh',b'.+F- 1.
nightte hours, for the perod May 1 through Septber 30; and
'"4 cfs average
(24. hours)mjnimum flow'
with amaum
fluctution of 1
cfs (never to fall
below 4 cfs)
from October 1
through April
30, durg al
hour."
Power Development
The chaterstics of
the variations in flows as
ilustrted in figues 3-1 to 3-
6 were reviewed in order to
detee' the appropriate
power development at the
Upper Swif Creek
I
I
Figue 3-5 Upper Swi Crek tubine sizig cha for a 36" pen. . .
Upper Swift Creek~IOO. . ¡ ¡ l. ¡ f ¡ , i . ' l ¡ ¡ t t r 1,2
æH: :,i ifJUD-fli if! i : rj~
4.00,000 .t- 1 + ¡ ¡ , ¡ /¡v ¡. ~ ~ i : r f~ 1 . i .1 ¡ , ;. 95
3,80,00 r -~_. !. ì t r : jr - t .. ¡ ¡. i. , i l .. iN. ~. ! ~ ~. ~ ~ . 903,60..00 I.. ¡ I' ~ '/1 ¡ i,;, i 'Ut: I. ~. j. :.~-~.. .85
~3,OO,OOO. It: , * ,. f i ;. ¡. r J , ¡..' ! ~'!',' m'. .,! " ~.;,' - ",t.' '. 780500
.~3.20.00 l ¡ '. .. lll ,or ~- i : f ¡ . ;ft ~ ; :.f '
~SlOO,OO . t ~ft ¡ -. f i j ~¡ t ~ t.' ),-',(: ~. ¡. t ~ ; 1. .l.:" I' ~. .. 70 ~
':80.o00L¡ .; i . i . ~ , ,'Y' . Ii \ : : i ¡ ¡ ., '1'65 e
,82:600,000.1.; ¡ : i J' ¡ ~ ¡, ~.'--"r '-:.1 ;, ¡ , .1 '.: . ' 1 ! ¡ .; j ¡ . 60 :5
2:2.40,000 '.,' , '~ i ., ¡. Y. t :. ¡. j -, ~ t j.. ,- : ;. ,. 55 tl
~2~OO1000 .~ .i t i ; : : ~/~ i~. ; ¡ l' -1- ~ i '. l ~ ¡ 50 ß"c'2.00 r ! i ; f ; r,/ ~ ¡ !. j t ..¡ l '!: ¡ :i:~ C)
11,8060,00000 1-: ., : Ii ' 1/1: (-- : -¡ i . ' .~o1:40:000 i ; j i )/: !.! ¡. ¡. ! ¡ 1 ,. -, ';0
1,2,00 : 'V' 'nV: : ! ¡ '1.: I' " ¡ , . i 2501,00100 : . l t i ! ! ~. ¡~ T' ¡.. j' . , 200800,000 .: ¡, / i : ¡ : ¡ , . I ! . '. l ! .; 150
:JM.I. i:' .1.!,J. 1,1'1:;.: .11.1:: L;... ~, E
o is 10 15 20 25 30 35 40 45 50 55 60 6- 70 75 80 6- 00 95 100105110115120
Rows (ds)
-'- Generation ._.. .. Capaci
Figue 3-6 Uppcr Swift Creek tubine sizg char for a 42" penstock
6
site. It was assued th
the past records for- the
selecd period provided
the best meaur offutue
flows. It is anticipatd
tht a horiontal Fracis
tye tuine wil be used
for the project. A Francis
tubine has a ruer with
fied vanes, which the
water enter the tuine in
a raial direction, with
respect to the shaft and
discharges in an axial
direction. Major
components consist ofthe
ruer, a water supply
case to convey the water
I
I
I
I
I
I
I
I~
,i
I
I;.'~_.:
Ii.'. \:
II
I
l
I,. ï
I
I
I
I
l
,.
f
to the ruer, wicket gates to contrl the qutity of water and distrbute it equaly
to the ruer and a dr tube to convey the water away from the tubine. Utiizg the
estin;ated effciencies, head losses, tubine confgutions, and '5% general losses;
the estimate average anua producton for th site was between 3.9 and 4.5 mionkiowatt/year pendig on the size of the penock.
3.2 Culinary Project
Hydrology
Flows
Flow data used was
provided in Sune Engieer's
update to FeasibiltY Stu dated .
Augut 7,2001, ExhbitA. Flow
data. consists of monthly annual
averages. The estid flow
duration cure, fie 3-7, was
extrapolate from the monthy
anual averages whch appear as
blue in figue 3.7.
Power Development
Data from figue 3-7 was
usedto preliminary size tubines
and .estimate anua averge
generation for ~s site. Utig
the estted effCiencies, hea
losses; tubine conñgttions, and
5% general losses; the estimated
average anual production fortbs
site was 1.27 millon kiowatt
hour per yea.
l.
ft
",--~.\ .2( ''\
Culinary Water Supply
. Eslill Flow Duratin Curv
18 . . .'."'\.- ..I
.1
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8
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¡.-.¡.
,
i -.'
¡io.
o 5 10 15 20 25 30 35 40 45 50 /l eo 65 70 75 80 85 so 95 100. Peei
J . I :
Figu 3-7 The esate flow durtion cue for Af .
Cuar Wat Suply
Culinary Water Supply
.1,40.00 I: ;
1.30.00 .
1.2,00 J ~ "
1,10000 I' . ...
1.00,00 . .
~ 90,00 :.
~ 80.00 .. .c
:8 700.001',~ 60.00 '
~ 5000 t..C) .40,000
300,000 I
200,000.
1oo,Oooi '
o · -Ot2345
:,;lrr~~'~:~~~§ .
: ,,/ :/r";--j--;-'¡.-..-.~'..,_ . . '1200 ~./ .' " ~~/' '\! 175 '5/. i ~ I.. i a:/ . /. \ ,1150g-! . /;-/. .,\ I ~:o~ \; 75T' ~
¡50
i 25
I. 0
D 7 8 9 10 11 12 13 14 15 16 17 18 19 20
Flo (Cf).
. - Generall .. Capacty
..
Figue 3-8 Culinary Water Supply tubine sizing char
7
, MarelliMotori S.p.A.
Via SabiHon, 1301 AiVic
ltay.4*
PART OF THE if FKI GROUP OF COMPANIES
DA TI TECNICI- TECHNICAL DATA
Cliente FK LOGISTE Nos riento 81055-05CustomerAUTOMA nON INC.Our Refence
IGERATORE l1PO- GENERTOR TYE C450LC10
CODIÇ GENERTORE - GENERTOR OOE .
POTENZA NOMINAL - RATED POER kW 94SERo. DlIY S1
lrSIOE. RATED VOLTAGE V 48 AFRaUENZ. RATE FREQENCY Hz 00
k:RE NoMINA. RATED CURRENT A 108
lvaocITA' NOMINA. RATED SPEED r:p.m 723
FORMA. SHAPE 1M V10
FSECUZIOE - EXECUTION ,DP
. !Go di PROTEZIE - PROTECT.oN DEGREE IP 23
TIPO di RAREDDAENTO - CÖNG METHOD IC 01
MOMENO D1NER IJ=PoZI41- MOME OF INER ~f4 kg 130
TEPETURAAMBIENTE - AMBIENTTEPERlURE 'C 40ALTE DIINSTALONE- SIT AlTiTUDE m -:20REGlSTR - CLIFCATI -
ClSSE dl ISOI.ENTO -INSUlTION Cl F
SOVRlEPERATURA-TEMPERATURE RISE B. . . .
NQR APUCBILI- APPUCABE STAND.f IEC'IEC34..1-2
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414 ,314 '2M
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fROTONI TERICHE AWOLGIMENTI-WlNDING at-3PT100frERM PROTEci CUSCINET- BERIN 1+1 PT100
SCALIGUE AN11ONOESA -SPACE HEATERS V/W 23/60
DA Tt MECCANICI- MECHANICAL DATA
TIPO CUSCINET - BEARING TYE LA-D-8A BENG
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TIPO-TYE GREEUBRIFlCAIONE -LUBRlCAllQN
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EXHIlllTF4
ENfHNEER"S GER1IFlCATlON
(1) THAT THE SWlFT CREEK CTU1\ARY FACRJTY AV13R.AAJE NET ENERGY
ESTTIATE IS 1,J58fù(H) KWH PER YEAR IN EACH FULL CALEN"TA.R YEAR
OF TIns AGREEMENT;
/ )W~í~,.'
.,,' , .,' ¡ 'frí~ ,-, ,~, .\ arrer, K, . ,n¡(s.-i.. ..,'v -":.._. ¡Engiee's certi,fieatioo)
(2) THATTHEFACn.ITY, UNDER AVERJ\GE DESIGN CONDITIONS, LIKELY
WILL GENERßiTE NO MQRE Tf-L"\N 10äi\;fVL rN AliFY CALENDAR M:ONTH.
'''\.
i./'" /". ¿' .~- ,
/ .. /L-1~/;( ~:...../"c rErH:cneer'¡' ."er:fi(k"ttkml
~~~"l~::.~:~"'~"f__..'~~./-:~7"'n'~:,"'~ 1; .1..,. .~.. ~. oi,. ". ".$.'_(\. "Len ~. 'Jt:q,i.e"" ,'-'"'.I
EXmITF-2
ENGINER'S CERTIFICATION
(1) THT THE FACllITY AVEGE NET ENERGY ESTITE is 4,530,237
KWH PER YE IN EArn FUL CALENAR YEAR OF THIS AGREEMENT;
Wyomig Civi 9585 (Engieer's ceficaton)
(2) THT THE FACILITY, UNER AVERAGE DESIGN CONDITIONS, LIKLY WILL
GENERATE NO MORE TH 10 aM IN AN CALENDAR MONT.
F2-1
f/f~¡;t'''
I
EXHITF.2
I
I.
'\L.ENGINER'S CERTIFICA nON ~~/¡;C"l' ?t:wer
(1) THAT TI FAC1IT AVERAGE NET ENERGY ESTIMATE IS 2,157,000 KWH
PER YEAR IN EACH FUL CALAR YE OF TH AGREEMENT;
, ¡
(Engieer's cerification)
i
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(2) THT THE FACILIT, UNDER AVERAGE DESIGN CONDmONS, l.LY
WUGENERATE NO MORE THA 10 aM IN AN CALNDAR MONTH.
(Engiee's ceficatio.i)
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EXIDBITG1
SAMLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of caculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the purchase price durg an On-Pea Hour in May of 2009 is $76.73/MWh
(the 2009 anual rate for Conformng Energy) multiplied by 92% (0.92) (the May On-Peak Hour
multiplier), which equas $70.59/MWh.
Table 3: Sample Calculations for Conformng Energy in 2009 (Purchase Price = annual rate *
monthly On-PeakOff.Pea multiplier).
Calculated Calculated
Conforming Purchase Price Purchase Price
Energy for 2009 On-for 2009 Off-
Anual Peak Peak
Rate for On-Peak Conformig Off-Peak Conformig
2009 Hour Energy Hour Energy
Month (perMWh)Multiplier (perMWh)Multiplier (per MWh)
Janua $76.73 103%$79.03 94%$72.13
Februar $76.73 105%$80.57 97%$74.43
March $76.73 95%$72.89 80%$61.38
April $76.73 95%$72.89 76%$58.31
May $76.73 92%$70.59 63%$48.34
June $76.73 94%$72.13 65%$49.87
July $76.73 121%$92.84 92%$70.59
Augut $76.73 121%$92.84 106%$81.33
September $76.73 109%$83.64 99%$75.96
October $76.73 115%$88.24 105%$80.57
November $76.73 110%$84.40 96%$73.66
December $76.73 129%$98.98 120%$92.08
i This example does not include rates for the Culin Facilty, which will be calculated using the Conformg
Energy rate for the Culinar Facility using the methodology abve.
G.l
EXHITH
Seller Authorization to Release Generation Data to PacifCorp
¡Interconnection Customer Letterhead)
¡Address to Interconnected Utilty)
RE: Upper Swit Creek, Lower Swift Creek, and Culinary Hydroelectric
Interconnections
Dear Sir:
Lower Valley Energy, Inc. hereby voluntariy authories Lower Valley Energy, Inc. to share
Lower Valley Energy, Inc. 's generator interconnection information and generator meter data
relating to Lower Valley Energy, Inc.'s Upper Swift Creek, Lower Swift Creek, and Culinar
Qualifying Facility located in Lincoln County, Wyoming with Marketing Affliate employees of
PacifiCorp Energy, including, but not limited to those in the Commercial and Trading group.
Lower Valley Energy, Inc. acknowledges that PacifiCorp did not provide it any preferences,
either operational or rate-related, in exchange for this volunta consent.
6P~t~
ßr~:ii ct,~!:~CcOTitle . (
~/Uf../u( ( ,Date
H - 1
ADDENDUMW
GENERATION SCHEDULING ADDENDUM
W - 1
SELLER'S OBLIGATIONS IN LIEU OF THOSE CONTAINED IN A
GENERATION INTERCONNECTION AGREEMENT.
1. Seller's Responsibilty to Arrange for Delivery of Net Output to. Point of
Deliverv. Seller shall arange for the Firm Deliver of Net Output to the Point of Deliver.
Seller shall comply with the ter and conditions of the Transmission Agreeent(s) between the
Seller and the Transmittg Entity(s).
2. Seller's Responsibilty to Schedule Delivery. Seller shall coordinte with the
Transmitting Entity(s) to provide PacifiCorp with a schedule of the next Day's hourly scheduled
Net Output deliveries to the Point of Delivery at least 24 (twenty-four) hours prior to the
begiing of the day being scheduled, and otherwise in accordance with the WECC
Prescheduling Calendar (which is updated anually and may be dO'Wloaded at:
htt://ww . wecc.bi7J).
3. Seller's Responsibilty to Maintai Interconnection Facilties. PacifiCorp
shall have no obligation to install or maintai any interconnection faclities on Seller's side of the
Points of Interconnection. PacifiCorp shall not pay any costs arising from Seller interconnectig
its Facility with the Transmitting Entity(s).
4. Seller's Responsibilty to Pay Transmission Costs. Seller shall make all
arangements for, and pay all costs. associated with, transmittig. Net Output to PacifiCorp,
scheduling energy into the PacifiCorp system and any other costs associated with deliverg the
Seller's Net Output to the Point of Deliver.
5. Energy Reserve Requirements. The Transmitting Entity(s) shall provide all
generation reserves as required by the WECC and/or as required by any other governing agency
or industr stadard to deliver the Net Energy to the Point of Deliver, at no cost to PacifiCorp.
6. Seller's Responsibilty to Report Net Output. On or before the tenth (10th) day
following the end of each Biling Period, Seller shall send a report documentig hourly station
serce, Inadvertent Energy (energy delivered to the Point of Interconnectiol1x) at an average
hourly rate exceeding the Maximum Facilty Delivery Rat~x)), and Net Output from the Facilty
durg the previous Biling Perod, in columar format substantially simlar to the attached
Example 1. Ifrequested, Seller shall provide an electronic copy of the data used to calculate Net
Output, in a standard format specified by PacifiCorp. For each day Seller is late deliverig the
certified report PacifiCorp shall be entitled to postpone its payment deadline in Section 9 .of this
Agreement by one day. Seller hereby grants PacifiCorp the right to audit its certified reports of
hourly Net Output. In the event of discovery of a biling eror resulting in underpayment or
overayment, the Parties agree to limit recover to a period of thee year from the date of
discovery.
7. Seller's Supplemental Representations and Warranties. In addition to the
Seller's representations and waranties contained in Section 3 of this Agreement, Seller warants
that:
(a) Seller's Supplemented Output, if any, results from Seller's purchase of
some form of energy imbalance ancilar servce;
(b) The Transmitting Entity(s) requires Seller to procure the service, above, as
a condition of providing tranmission serce;
W - 2
(c) The Tranmittg Entity(s) requies Seller to schedule deliveres of Net
Output to the Point of Deliver in increments of no less than one (1) megawatt;
(d) Seller is not attemptig to sell PacifiCorp energy or capacity in excess of
. its Net Output; and
(e) The energy imbalance serice, above, is designed to correct a mismatch
betwee energy scheduled by the QF and the actual real-time production by the QF.
(f) Seller shall not schedule delivery to the Point of Delivery at a rate
exceeding the Maximum Facility Deliver Rate rounded up to the nearest whole
megawatt.
8. Seller's Right to Deliver Supplemented Output. In reliance upon Seller's
warranties in Section 7, above, PacifiCorp agrees to accet and pay for Supplemented Output by
treating it as Net Output for those puroses; provided, however, that Seller agrees to achieve an
EIA of zero (0) kilowatt-hours durng On-Peak Hours and an EIA of zero (0) kilowatt-hours
durng Off-Peak Hours at the end of each Settlement Perod.
(a) Remedy for Seller's Positive Energy Imbalance Accumulations. In the
event Seller does not achieve zero (0) EIA at the end of a Settlement Period, any positive
balance shall be Surlus Delivery and shall not be included in or treated as Net Output.
PacifiCorp wil include an acounting of Surlus Deliver in each monthly statement
provided to Seller pursuant to Section 9.1 of ths Agreement.
(b) Negative Energy Imbalance Accumulations. A negative EIA at the end
of a Settement Perod (indicatig that the Trasmitting Entity has delivered less than
Seller's Net Output) wil not result in any corresponding compensation by PacifiCorp.
(c) Alocation between Projects for Payment Purposes. Net Output
metered at the Point of Deliver (except Surlus Delivery) wíIl be allocated to each
individual Facilty in proporton to its share of the total Net Output metered at the Points
of Interconnection, independently for On-peak and Off-peak Hours. Ths proportional
allocation is for purposes of detering the amount of Conformng and Non-
Conforming Energy for each of Facilty(upper and lower) and Facilty(culiiiiy) and for
deterinng the applicable rate for Net Output. An example calculation of alocation of
Energy Imbalance Accumulation among the Facilties is below the Examples.
9. PacifiCorp's Option to Change Settlement Period. In the event PacifiCorp
reasonably determes that doing so likely wíll have a de minimis net effect upon the cost of
Seller's Net Output to PacifiCorp, it may elect to enlarge the Settlement Period, up to a
maum of one Contract Year. Conversely, if PacifiCorp reasonably determnes, based on the
QF's performance durig the curent year, that reducing the Settlement Period likely wil
signficatly lower the net cost of Seller's Net Output to PacifiCorp, it shall have the right to
shorten Seller's EIA settement penod begiing the fist day of the following Contract Year.
However, in no case shall the Settlement Period be less than one month. If a Settlement Period
does not coincide with a Biling Perod, PacifiCorp shall deduct any amount paid for Surlus
Deliver during that Settement Period from the Biling Perod terinating concurently or
soonest subsequently to the Settlement Perod.
W - 3
EXAMPLES
Selier1s Output Reporting Requirement
Example of Seller's Output Reportng Requirement- Seller would complete (1) one reportng
table for Facilíty(culinary), (2) one reportg table for Facility(lower), (3) one reporting table for
Facility(upper), and (4) one table with the sumed Net Output of FaciltY(lower) and Facilty(upper).
E FC(Max (0,
A B (A-B)D C-D))(C~E)
Meter Meter
Reading'i at reading at Maximum
Point of Station Adjusted Facility Net
Hour Interconnectio Power Gross Delivery Inadvertent Output(lo
ending n(1ower)Meter(lower)Output(lower)Rateclower)Energy(lower)wer)
Da HE (MWh)*)(MW)(MWh)(MW)
1 8:00 0.50 0.02 0.48 1.50 0 0.48
1 9:00 0.50 0.01 0.49 1.50 0 0.49
1 10:00 0.50 0.01 0.49 1.50 0 0.49
1 11:00 0.50 0.01 0.49 1.50 0 0.49
1 12:00 1.60 0.01 1.59 1.50 0.09 1.50
1 13:00 1.70 0.01 1.69 1.50 0.19 1.50
1 14:00 1.60 0.01 1.59 1.50 0.09 1.50
1 15:00 1.50 0.01 1.49 1.50 0 1.49
1 16:00 1.50 0.01 1.50 1.50 0 1.50
1 17:00 1.50 0.00 1.50 1.50 0 1.50
1 18:00 1.50 0.01 1.49 1.50 0 1.49
1 19:00 0.50 0.02 0.48 1.50 0 0.48
1 20:00 0.50 0.01 0.49 1.50 0 0.49
0/ Seller shall show adjustment of Meter Reading for losses, if any, between point of meteri&x)
and the Point of Intercoimection(x), in accordance with Section 8.1.
* Does not apply if Station Service is provided from the gross output of the Facilty.
Example of Table for Sumed Net Output from Facilty(lower) and Facilty(u.pper)G H
(F (lower)) (F(upper))
I
(G+H)
Net OutpuI(uppe
Day
( ~
Hour ending
(HE)
Net OUtpUI(lower)
(MWh)
0.49
0.49
Net OutpuI(upp)
(MW)
0.20
0.21
md lower)
(MW)
0.69
0.70
8:00 .
9:00
W - 4
Example Calculation for the Allocation of Energy Imbalance Accumulation to Net
- Output of Facilties
fi Off P kH h h . is tt P . d fth th fA 1or- ea ours In a IVDot etica e ement eno 0 emon 0 mri:
Variable Value Source
Tota Off-Peak Net Outpu'tupp and lower)
Tota Off-Pea Net OUtpU'tuper from Seller's required output reporting
A an lower) in April:404MWh table, based on meter
Total Off-Pea Net OutpuT(cul) from
Tota Off-Peak Net Seller's required output reportg table,
B OutouT(cuJ) in April:135 MWh based on meter
Tota Off-Peak Net Output of
C all Facilities in April:539MWh Line A + Line B
Percent of Total Off-Pea Net
Output from Facilty(uperand
D lower):74.95%(Line A I Line C) * 100%
Percent of Total Off-Peak Net
E Output frm Facilty(culinj:25.05%(Line B / Line C) * 100%
Total Off-Peak Energy
Delivered to Point of Deliver
by Tranmittng Entity(s) in Metered energy delivered by BP A at the
F April:500MWh Point of Delivery
Energy Imbalance
G Accumulation -39MWh Line F - Line C
H SurDlus Delivery, if any:OMWh Greater of 0 or Line G
Negative EIA, if any,
attbutable to Facilty(upp and
I lower):-29.23 MW Lesser of 0 or (Line G * Line D)
Negative EIA, if any,
J attbutable to Faciltyicul):-9.77MW Lesser of 0 or (Line G * Line E)
Delivered Off-Peak Net
K OUtPUÍ(uDDcr and lower):374.77MWh Line A + Line I
Delivered Off-Peak Net
L OutDuÍiculnarv):125.23MWh Line B + Line J
To determe delivered On-Peak Net Output for each Facility, the above calculation is
repeated using On-Peak values for generated Net Output in Lines A and B and energy
deliveries by Transmittg Entity(s) in Line F.
W - 5
Red Lined Version
SECOND REVISED AN RESTATED POWER PURCHASE AGREEMENTBETWEEN ~
LOWER VALLEY ENERGY, INC. ~/.;
41',&
e?if/
AND
PACIFICORP
non-fueled, non-Ievelized, non-MAG Qualifying Facilities located in
PacifiCorp Control Area interconnected to non-PacifiCorp system in Wyoming
delivering power to PacifiCorp in Idaho-each 1 OaMW /Month or less)
Section 1: Definitions ............ .................................... .................... ............................ ......... 2
Section 2: Term, Commercial Operation Date ....... ....................... ... ...... ........ ............... ..... 8
Section 3: Representations and Warranties.........................................................................9
Section 4: Delivery of Energy and Capacity.....................................................................11
Section 5: Purchase Prices.... ......... ............................................................................. ...... 16
Section 6: Operation and Control..................................................................................... 18
Section 7: Motive Force..............................................................,...................................... 20
Section 8: Metering atthe Point ofInterconnection ......................................................... 20
Section 9: Bilings, Computations and Payments.............................................................21
Section 10: Defaults and Remedies ..................................................................................21
Section 11: Indemnification.............................................................................................. 23
Section 12: Liability and Insurance ..................................................................................24
Section 13: Force Majeure ................................................................................................26
Section 14: Several Obligations........................................................................................27
Section 15: Choice of Law................................................. ...............................................27
Section 16: Partial Invalidity ............................................................................................27
Section 17: Waiver............................................................................................................27
Section 18: Governental Jurisdiction and Authorizations ............................................. 27
Section 19: Successors and Assigns .... ...... ......... ...... ...... ......... .................... ...... ...... ... ...... 27
Section 20: Entire Agreement...........................................................................................28
Section 21: Notices ........................................................................................................... 28
1
SECOND REVISED AN RESTATED POWER PURCHASE AGREEMENT
THIS SECOND REVISED AN RESTATED POWER PURCHASE AGREEMENT ("Secm:id
Revised Agreement" or "Agreement"), entered into this day of ,20_, is
between Lower Valley Energy, Inc., a Wyoming Corporation (the "Seller") and PacifiCorp, an
Oregon corporation actig in its regulated electrc utility capacity ("PacifiCorp"). Seller and
PacifiCorp are referred to collectively as the "Partes" and individually as a "Party".
RECITALS
A. Seller owns, operates and maintains fwthree ru of river hydroelectric
generating facilities-, two for the generation of electrc power, two located on Swift Creek, in or
near the town of Afton, Lincoln County, Wyoming and one located on the existing culinary
The upriver Swift Creek plant
was completed in May 2009 and has a Facility Capacity Rating of 940-kilowatts (kW) (the
"Upper Facilty"). The downiver Swift Creek plant was completed in October 2009 and has a
Facilty Capacity Rating of 535 kilmvattl" (kW) (the "Lower Facilty"), The third plant has a
and
B. Seller sells and PacifiCorp purchases Net Output from the Upper Facility
Lower Facility pursuant to a Power Purchase Agreement dated May 22,2009 ("Original PPA:J
and
C. Seller and PacifiCorp wish to hereby amend the PP A to
add provision for the purchase of Net Output from the Upper Facility~.LLower Facility, and
Culinary Facility, jointly, according to the terms and eonditions set forth herein: and
D. SeHer intends to operate Upper Facility and Lmver Facility each a r;epamte
Qualifying Facilty, as such: (2) extend the term is defined in Section 1.37 helov,' u:; a tìÌngle
generating facility, for purposes of thil, Re',:Üied PPA (of the Agreement (3) provide that the
and
E. Seller estimates that the average annual Net Output to be delivered by the Facility
to PacifiCorp is 6,887.244246,917 kilowatt-hours (kWh) pursuant to the monthly Energy
Delivery Schedule in Exhibit D hereto, which amount of energy PacifiCorp wil include in its
resource planning; and
F. Seller shall sell and PacifiCorp shall purchase all the Net Output from the Facility
in accordance with the terms and conditions of this Agreement which shall replace the First
G. Seller intends to transmit Net Output from the Facility to PacifiCorp via
transmission facilities operated by a third part, and PacifiCorp intends to accept scheduled firm
1
delivery of Seller's Net Output, under the terms of this Agreement, including the Generation
Scheduling Addendum attached as Addendum W and incorporated contemporaneously
herewith.
H. This Agreement is a ''New QF Contract" under the PacifiCorp Inter-Jursdictional
Cost Allocation Revised Protocol.
NOW, THEREFORE, the Parties mutully agree as follows:
SECTION 1: DEFINITIONS
When used in this Agréement, the following terms shall have the following meanings:
1.1 "Adjusted Scheduled Monthly Energy Delivery" shall have the meaning set
forth in Section 4.3
"Amendment Date" is defined in Section 2.1.
"As-built Supplement" shall be a supplement to Exhibit A, provided by Seller
following completion of construction of the Facility, describing the Facility as actually built.
"Biling Period" means the time period between PacifiCorp's reading of its power
purchase meters at the Facility and for this Agreement shall coincide with calendar months.
"Capacity Factor" means, for any given period of time, the Net Output divided by
the product of Facilty Capacity Rating and the total hours in the given period of time.
"Commercial Operation" means the Facility(gm!.£il"Facilitvil:\y..£il' or Faciltv££Jl\jlGlD0
is fully operational and reliable, at not less than ninety percent (90%) of the expected Facilty
Capacity Rating, and interconnected and synchronized with the Transmission Entity's System.
In order to meet the requirements for Commercial Operation, all of the following events shall
have occured:
2
~ 1. 7 .1 PacifiCorp shall have received a certificate addressed to PacifiCorp
from a Licensed Professional Engineer (a) statig the Facilty Capacity Rating of the
Facility at the anticipated time of Commercial Operation and (b) stating that the Facility
is able to generate electrc power reliably in amounts required by this Agreement and in
accordance with all other terms and conditions of this Agreement;
1.6.11.7.2 Start-Up Testing of the Facility shall have been completed;
-PacifiCorp has received an executed copy of Seller's Transmission
J\greement(s); and
~1.7.4 PacifiCorp shall have received a certificate addressed to PacifiCorp
from a Licensed Professional Engineer, or an attorney in good standing in Idaho or
Wyoming, stating that Seller has obtained all Required Facility Documents and, if
requested by PacifiCorp in writing, Seller shall have provided copies of any or all such
requested Required Facility Documents.
occurred, or to sÜrte v¡ith specificity those eonditions that PaoifiCorp reasonably believor; havo
not been llatisfied or have not occurrd. If, within such ten (10) day period, PacíßCorp does not
reEipond or notifies Seller oonfirming that the Faoility has aohieved Commercial Operaton, the
original dae of receipt of SeHer's notice shall he the Commeroial Operation Date. If PacifiCorp
notifiolì SeHer v¡ithin suoh ten (10) day period that PaoifiCorp behoves the FaoiHty hus not
finul Facility Ca:paoìty Rating under this A:greement. In no event ",;il delay in aoliieving the
expeoted Facility Capuoity Rating beyond the Commercial Operation Date posaione the
Expiration Date speoitled in Seotion 2.1.
1.9 "Commission" means the Idaho Public Utilties Commission.
3
"Conforming Energy" means all Net Energy delivered to the Point of
Delivery except Non-Conforming Energy.
-"Conforming Energy Price" means the applicable price for Conforming
Energy and capacity, specified in Section 5.1.
"Contract Year" means a twelve (12) month period commencing at 00:00
hours Mountain Prevailing Time ("MPT") on Januar 1 and ending on 24:00 hours MPT on
December 31; provided, however, that the first Contract Year shall commence on the
Commercial Operation Date and end on the next succeeding December 31, and the last Contract
Year shall end on the Expiration Date, unless earlier terminated as provided herein.
PPA.
Agreement.
-"Effective Date" means -July 16,2009, the Effective Date of the Original
"Expiration Date" shall have the meaning set fort in Section 2. i of this
"Facilty" means an of Seller's Upper Facility and Seller's,, Lower
unless otherwse noted, includig the Seller's
Interconnection Facilities, as described in the Recitals, Exhibit A, and Exhibit B.
"Facilty(upperF~""FaciIitvnovim:' and "Facilty(ìO"hffcUEmlrvt refer to the Upper Facilty-ø..Lower
Facility, and Culinary Facilitv. individually. The term "Facility" without any such suffix refers
to the entire Facility unless the context requires otherwise. _Facility(upper1l' Facilityoower),, and
Facility(ffuEmir. are described separately in Exhibit A.
"Facilty Capacity Rating" means the sum of the Nameplate Capacity
Ratings for all generators comprising the Facility.
"Force Majeure" has the meaning set forth in Section 13.1.
-"Generation Scheduling Addendum" means Addendum W, the portion
of this Agreement providing for the measurement, scheduling, and delivery of Net Output from
the Facility to the Point of Delivery via a non-PacifiCorp Transmission Entity(s).
-"Inadvertent Energy" means energy delivered to the Point of
Interconnection(x) (1) in excess of the Maximum Monthly Purchase Obligation; or (2) at an
average hourly rate exceeding the Maximum Facilty Delivery Rate(x). Inadvertent Energy is not
included in Net Output.
"Index Price", for each day, shall mean the weighted average of the
average Peak and Off-Peak finn energy market prices, as published in the Intercontinental
Exchange (ICE) Day Ahead Power Price Report for the Palo Verde Hub. For Sunday and
4
NERC holidays, the 24-Hour Index Price shall be used, unless ICE shall publish a Firm On-Peak
and Firm Off-Peak Price for such days for Palo Verde, in which event such indices shall be
utilzed for such days. If the ICE index or any replacement of that index ceases to be published
during the term of this Agreement, PacifiCorp shall select as a replacement a substatially
equivalent index that, after any appropriate or necessar adjustments, provides the most
reasonable substitute for the index in question. PacifiCorp's selection shall be subject to Seller's
consent, which Seller shall not uneasonably withold, condition or delay.
"Initial Year Energy Delivery Schedule" shall have the meaning set
fort in Section 4.2.1.
"Interconnected Utity" means Lower Valley Energy, Inc., the operator
of the electric utilty system at the Points of Interconnection.
"Interconnection Facilties" means all the facilities and ancilary
equipment used to interconnect the Facility to the Interconnected Utility, including electrcal
transmission lines, upgrades, transformers, and associated equipment, substations, relay and
switching equipment, and safety equipment.
"Licensed Professional Engineer" means a person acceptable to
PacifiCorp in its reasonable judgment who is licensed to practice engineerig in the state of
Wyoming, who has training and experience in the engineerig discipline( s) relevant to the
matters with respect to which such person is called to provide a certification, evaluation and/or
opinion, who has no economic relationship, association, or nexus with the Seller, and who is not
a representative of a consulting engineer, contractor, designer or other individual involved in the
development of the Facility, or of a manufactuer or supplier of any equipment installed in the
Facilty. Such Licensed Professional Engineer shall be licensed in an appropriate engineerig
discipline for the required certification being made. The engagement and payment of a Licensed
Professional Engineer solely to provide the certifications, evaluations and opinions required by
this Agreement shall not constitute a prohibited economic relationship, association or nexus with
the Seller, so long as such engineer has no other economic relationship, association or nexus with
the Seller.
"Material Adverse Change" shall mean, with respect to the Seller, if the
Seller, in the reasonable opinion of PacifiCorp, has experienced a material adverse change in
ability to fulfill its obligations under this Agreement.
"Maximum Curtailed Facilty Delivery Rate" or "MC.FDR" means the
maximum instataeous rate (kW) at which the Facility is capable of delivering Net Output at
the Pointis) of Interconnection durng a Qualifying Curtailment. "There a Qualifving
"Maximum Facilty Delivery Rate" or "MFDR" means the maximum
instantaneous rate (kW) at which the Facility is capable of delivering Net Output at thePointfs)
of Interconnection, as specified in Exhibit A, and in compliance with the Facility's generation
interconnection agreement, if applicable.
5
"Maximum Monthly Purchase Obligation" means the maximum
amount of energy PacifiCorp is obligated to purchase under this Agreement in a calendar month,:.
In accordance with Commission Order 29632, the Maximum Monthly Puchase Obligation for
the Facilty for a given month, in kWh, shall equal 10,000 kW multiplied by the total number of
hours in that month.
Agreement.
"Motive Force Plan" shall have the meaning set fort in Section 7 of this
"N ameplate Capacity Rating" means the maximum instantaeous
generating capacity of any qualifying small power or cogeneration generating unit supplying all
or part of the energy sold by the Facility, expressed in MW, when operated consistent with the
manufactuer's recommended. power factor and operating parameters, as set fort in a notice
from Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable,
updated in the As-built Supplement.
"Net Energy" means the energy component, in kWh, of Net Output.
"Net Output" means all energy and capacity produced by the Facility,
less station use and less transformation and transmission losses and other adjustments, if any.
For puroses of calculating payment under this Agreement, Net Output of energy shall be the
amount of energy flowing through the Points of Intercoì:ection, less any station use not
provided by the Facility. Net Outputdoes not include Inadvertent Energy.
"Non-Conforming Energy" means for any Biling Period: (1) that portion
of Net Energy delivered to the Point of Delivery in excess of 110% of the Scheduled Monthly
Energy Delivery for that Billng Period delivered subsequently to that initial 110%; or (2) all Net
Energy delivered to the Point of Delivery when Net Energy delivered is less than 90% of the
Scheduled Monthly Energy Delivery for that Biling Period; or (3) all Net Output produced by
the Facility prior to the Commercial Operations Date.
"Non-Conforming Energy Price" means the applicable price for Non-
Conforming Energy and capacity, specified in Section 5.1.
Hours.
"Off-Peak Hours" means all hours of the week that are not On-Peak
"On-Peak Hours" means hours from 7:00 a.m. to 11:00 p.m. Mountain
Prevailing Time, Monday through Satuday, excluding Western Electricity Coordinating Council
(WECC) and North American Electrc Reliabilty Corporation (NRC) holidays.
"PacifiCorp Transmission" means PacifiCorp, an Oregon corporation,
acting in its transmission fuction capacity.
6
"Point of Delivery" means PacifiCorp's 161 kV busbar at the Goshen
Substation, Idaho the point of interconnection between Bonnevile Power Administration's
system and PacifiCorp's system where PacifiCorp has agreed to receive Seller's Net Output.
"Point of Interconnection(Jowert means the high voltage side of Seller's
step-up transformer at the point of interconnection between Seller's Facilty(lower) and the
Interconnected Utility's system.
1.43 "Point of Inte:rconnectioniculiiiary( means the high voltage side of SeHer's step-up
transformer at the point of interconnection bei:veen Seller's FacUitY(gl1arv; and the
lriJerconnected Utiltv's system.
"Point of Interconnection(uppert means the high voltage side of Seller's
step-up transformer at the point of interconnection between Seller's Facility(upper) and theInterconnected Utility's system. .
"Points of Interconnection" means~" collectively, the Point of
Interconnection(lowerl~1 Point of InterconnectioIlupperj71. and Point of InterconnectiOl1l£\lrrii
"Prime Rate" means the rate per anum equal to the publicly announced
prime rate or reference rate for commercial loans to large businesses in effect from time to time
quoted by JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the
applicable Prime Rate shall be the anounced prime rate or reference rate for commercial loans
in effect from time to time quoted by a ban with $10 bilion or more in assets in New York
City, N.Y., selected by the Part to whom interest based on the prime rate is being paid.
"Prudent Electrical Practices" means any of the practices, methods and
acts engaged in or approved by a significant portion of the electrical utility industr or any of the
practices, methods or acts, which, in the exercise of reasonable judgment in the light of the facts
known at the time a decision is made, could have been expected to accomplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition. Prudent Electrcal
Practices is not intended to be limited to the optimum practice, method or act to the exclusion of
all others, but rather to be a spectrm of possible practices, methods or acts.
"Qualifying Curtailment" shall have the meaning set forth in Section 4.3.
"QF" means "Qualifying Facilty", as that term is defined in the version
ofFERC Regulations (codified at 18 CFR Part 292) in effect on the date of this Agreement.
"Replacement Period", "Net Replacement Power Costs",
"Replacement Price" and "Replacement Volume" shall have the meanings set forth in Section
10.4 of this Agreement;
"Required Facilty Documents" means all material licenses, permits,
authorizations, and agreements necessary for constrction, operation, and maintenance of. the
Facility, including without limitation those set forth in Exhibit C.
7
-"Scheduled Maintenance Periods" means those times scheduled by
Seller with advance notice to PacifiCorp as provided in Section 6.2 unless otherwise mutually
agreed.
"Scheduled Monthly Energy Delivery" means the Net Energy scheduled
to be delivered to the Point of Delivery durng a given calenda month, as specified by Seller in
the Energy Delivery Schedule.
"Start-Up Testing" means the completion of required factory and start-up
tests as set fort in Exhibit E hereto.
"Tariff' means the PacifiCorp FERC Electric Tariff FtScventh Revised
Volume No. 11 Pro Forma Open Access Transmission Tarff, as revised from time to time.
"Transmission Agreement(s)" means the agreement(s) (or
contemporaneous agreements) between Seller and the Transmitting Entity(s) providing for
Seller's uninterrptible right to transmit Net Output to the Point of Delivery.
"Transmitting Entity(s)" means the Bonnevile Power Administration,
the (non-PacifiCorp) operator(s) of the transmission system(s) between the Points of
Interconnection and the Point of Delivery.
SECTION 2: TERM, COMMERCIAL OPERATION DATE
2.1 This Second Revised Agreement shall become effective at l£OO:~OO MPT on
the day following execution by both Parties and after approval by the Commission
("Amendment Date"); provided, however, this Second Revised Agreement shall not become
effective until the Commission has determined that the prices to be paid for energy and capacity
are just and reasonable, in the public interest, and that the costs incured by PacifiCorp for
purchases of capacity and energy from Seller are legitimate expenses, all of which the
Commission wil allow PacifiCorp to recover in rates in Idaho in the event other jurisdictions
deny recovery of their proportionate share of said expenses.
Unless earlier terminated as provided herein, this Second Revised Agreement shall remain in
effect until 1, ("Expiration Date").
8
2.2 Time is of the essence of this Second Revised Agreement, and Seller's ability to
meet certain requirements prior to the Commercial Operation Date(culinarvb. and to achieve
Commercial Operations of the Culinary Facility by the Scheduled Commercial Operation
Date(culinarvh is critically important. Therefore,
2.2.1 Bv the date five days after the Effective Date of this Agreement
Seller shall obtain and provide to PacifiCorp deemed Seller to have achieved copies of all
governmental permits and authorizations necessary for constmction of Culinary Facility.
Prior to the Commercial Operation Date on
PacifiCorp with a copy of an executed Transmission Agreement(s), whose terms
include: (1) reserved capacity equal to or greater than the Maximum Facilty Delivery
Rate of Seller's combined Facilty, and (2) a termination date (including any rollover
rights) equal to or greater than the Expiration Date of this Agreementt--= and ~is
otherwise beconsistent with this Agreement.
2.2.3 By March 31. 2010, SeHer shall provide PaeifiCorp v.ith an As built
Supplement acceptable to PaeifiCorp.
the date five days after the Effective Date of this Agreement, SeHer
has received an executed copy of Exhibit H SeHer's
SECTION 3: REPRESENTATIONS AND WARRTIES
3.1 PacifiCorp represents, covenants, and warrants to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing under the laws of
the State of Oregon.
9
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terms of this Agreement.
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it
to authorie the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not contravene any provision of, or constitute a default under, any
indentue, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any cour, or any regulatory agency or other body having authority to which
PacifiCorp is subject.
3.1.5 Subject to Commission approval, this Agreement is a valid and
legally binding obligation of PacifiCorp, enforceable against PacifiCorp in accordance
with its terms (except as the enforceabilty of this Agreement may be limited by
bankptcy, insolvency, bank moratorium or similar laws affecting creditors' rights
generally and laws restricting the availability of equitable remedies and except as the
enforceability of this Agreement may be subject to general principles of equity, whether
or not such enforceability is considered in a proceeding at equity or in law).
3.2 Seller represents, covenants, and warants to PacifiCorp that:
3.2.1 Seller is a Wyoming corporation duly organized and validly existing
under the laws of Wyoming.
3.2.2 Seller has the requisite power and authority to enter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and officers have taken all actions
required to authorize the execution, delivery and performance of this Agreement and the
consumation of the transactions contemplated hereby.
3.2.4 The execution and delivery of this Agreement does not contravene
any provision of, or constitute a default under, any indentue, mortgage, or other material
agreement binding on Seller or any valid order of any cour, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of
this Agreement may be limited by bankptcy, insolvency, bank moratorium or similar
laws affecting creditors' rights generally and laws restricting the availability of equitable
remedies and except as the enforceability of this Agreement may be subject to general
principles of equity, whether or not such enforceability is considered in a proceeding at
equity or in law).
10
3.2.6 The Facilty is and shall for the term of this Agreement continue to
be twthree QFs. Seller has provided the appropriate QF certfication, which may
include a Federal Energy Regulatory Commssion self-certification to PacifiCorp prior to
PacifiCorp's execution of this Agreement. At any time PacifiCorp has reason to believe
durg the term of this Agreement that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written legal opinion from an attorney in
good standing in the state of Idaho and who has no economic relationship, association or
nexus with the Seller or the Facility, stating that the Facility is a QF and providing
sufficient proof (including copies of all documents and data as PacifiCorp may request)
demonstrating that Seller has maintained and wil continue to maintain the Facility as a
QF.
3.2.7
correct.
The description of Seller's Facilty in Exhibit A and Exhibit B is
3.2.8 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankptcy proceeding, is unable to
pay its bils in the ordinary course of its business, or is the subject of any legal or
regulatory action, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement.
3.2.9 Seller has not at any time defaulted in any of its payment obligations
for electrcity purchased from PacifiCorp.
3.2.10 Seller is not in default under any of its other agreements and is
curent on all of its financial obligations.
3.2.11 Seller owns all right, title and interest in and to the Facility, free and
clear of all liens and encumbrances other than liens and encumbrances related to third-
part financing of the Facility.
3.3 Notice. If at any time durg this Agreement, any Part obtains actual knowledge
of any event or information which would have caused any of the representations and warranties
in this Section 3 to have been materially untre or misleading when made, such Part shall
provide the other Part with wrtten notice of the event or information, the representations and
warranties affected, and the action, if any, which such Part intends to take to make the
representations and warranties tre and correct. The notice required pursuant to this Section
shall be given as soon as practicable after the occurence of each such event.
SECTION 4: DELIVERY OF ENERGY AN CAPACITY
4.1 Delivery and Acceptance of Net Output-.:Unless otherwise provided herein,
PacifiCorp wil purchase and Seller wil sell all of the Net Output from the Facility.
4.2 Energy Delivery Schedule--,Seller shall prepare and provide to PacifiCorp, on
an ongoing basis, a written schedule of Net Energy expected to be delivered to the Point of
Delivery by the Facility ("Energy Delivery Schedule"), in accordance with the following:
11
4.2.1
the first twelve calenda months following the
Operations Date, Seller predicts that the Culinary Facility wil produce and
deliver to the Point of Delivery the following monthly amounts ("Initial Year EnergyDelivery Schedule"): .
(l,,\Vh)
86,937
787,637
524,002
12
llth
Mo Culiarv Faciltv Energv DeHverv (Sl\1.EDculinar) kWh
il
23.000
nary
Mar
en
Apri 94.400
l
Mav 119,500
132.200
nst
112.100
Octo 82.900
13
197356
4.2.3 Begining at the end of the ninth full calendar month of operation,
and at the end of every 3rd month thereafter, Seller shall supplement the Energy Delivery
Schedule with three additional months of forward estimates (which shall be appended to
this Agreement as Exhibit D) ("Subsequent Energy Delivery Schedule"), such that the
Energy Delivery Schedule wil provide at least six months of scheduled energy estimates
at all times. Seller shall provide Subsequent Energy Delivery Schedules no later than
5:00 of the 5th day after the due date. If Seller does not provide a
Subsequent Energy Delivery Schedule by the above. deadline, scheduled energy for the
omitted period shall equal the amounts scheduled by Seller for the same three-month
period during the previous year.
14
4.2.4 Begining with the end of the third month after the Commercial
Operation Date and at the end of every third month thereafter; (1) the Seller may not
revise the immediate next three months of previously provided Energy Delivery
Schedules, but by wrtten notice given to PacifiCorp no later than 5:00 PM of the 5th day
following the end of the previous month, the Seller may revise all other previously
provided Energy Delivery Schedules. Failure to provide timely wrtten notice of changed
amounts wil be deemed to be an election of no change.
4.3 Adjustment of Energy Delivery Schedule. IfPacifiCorp is excused from accepting
all or part of Seller's Net Output due to the occurence of circumstances specified in Section
6.3.1 and 6.3.2 and, or if Seller is excused from delivery due to the occurence of circumstances
specified in Section 6.4, or due to a combination thereof ("Qualifying Curtailment") the
Scheduled Monthly Energy Delivery
125.785
or both) wil be adjusted, pro rata ("Adjusted Scheduled Monthly Energy Delivery"). The
Adjusted Scheduled Monthly Energy Delivery shall be calculated as follows:
SMED(adj) = SMED(x)*(I- t(HCi * DRm - DRCi)J
L i=1 Ht DRm
Where:
SMEDíJJ Scheduled Monthly Energy Delivery for the month in which the
curailment occurs. where "ex)" connotes "Upper and Lower
i
Adjusted Scheduled Monthly Energy Deliveryw for the month in
which curailment occurs
total hours of the Qualifying Curilment in the month subject of
this calculation
total hours in the month in which curailment occurs
the Maximum Curailed Facilty Delivery Rateúù
the Maximum Facilty Delivery Ratef.
a Qualifying Curailment affecting FacíJitvf.
the number of Qualifying curilments in the month affecting
SMED(adj)
HCi
Ht
DRc¡
DRm
n
Where Qualifying Curailments overlap, each distinct period of overlap shall be
calculated as a separate Qualifying Curailment such that no hour within a month
may figure into more than one Qualifying Curilment.
4.4 Termination for Non-availability. Unless excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy to the Point of Delivery for a continuous period of
thee months shall constitute an event of default.
15
SECTION 5: PURCHASE PRICES
5.1 Energy Purchase Price. Except as provided in Section 5.3, PacifiCorp wil pay
Seller non-Ievelized, Conforming Energy or Non-Conforming Energy Purchase Prices for
capacity and energy
"~Culinary"~ Facility and adjusted for seasonality and On-PeakOff-Peak Hours using the
following formulae, in accordance with Commission Order 30480 and Errata to Order 30480:
Conforming Energy Purchase Price = AR:e * MPM
Non-Conforming Energy Purchase Price = Minimum of (ARe * MPM; PV-85)
Where:
AR:e the Conforming Energy Anual Rate from Table 1, below, for the year of
the Net
MPM = the monthly On-Peak or Off-Peak multiplier from Table 2 below, that
corresponds to the month of the Net Output and whether the Net Output
occurred durng On-Peak Hours or Off-Peak Hours.
PV -85 = 85% of the monthly weighted average of the daily Index Price.
Example calculations are provided in Exhibit G.
Conforming Energy
Annual Rate. trr,mer and
(ARe)Year $/Mh
2009 76.732010 75.832011 77.952012 80.24
16
Conforming Energv
Annual Rate, Culinarv
(AßcJ
Year $/.MWh
20U 59.62
2012 63.34
2013 66.87
2014 70.67
Table 2: Monthly On-Peak/Off-Peak Multipliers
.Month On-Peak Off-Peak
Hours Hours
January 103%94%
February 105%97%
March 95%80%
April 95%76%
May 92%63%
June 94%65%
July 121%92%
August 121%106%
September 109%99%
October 115%105%
November 110%96%
December 129%120%
5.2 Payment
For the Biling Period in each Contract Year:
5.2.1 If Net Energy delivered to the Point of Delivery is between 90% and
110% of the Scheduled Monthly Energy Delivery, then:
Payment = Conforming Energy (kWh) times Conforming Energy Purchase Price
($/M) divided by 1000.
5.2.2 If Net Energy delivered to the Point of Delivery is less than 90% of
the Scheduled Monthly Energy Delivery, then:
Payment = Non-Conforming Energy (kWh) times Non-Conforming Energy
Purchase Price ($/MWh) divided by 1000.
17
5.2.3 If Net Energy delivered to the Point of Delivery is greater than 110%
of the Scheduled Monthly Energy Delivery, theni
Payment = Conformg Energy (kWh) times Conforming Energy Purchase Price
($/M) divided by 1000 plus Non-Conforming (kWh) times Non-
Conforming Energy Purchase Price ($/M) divided by 1000.
5.3 Inadvertent Enen!V. PacifiCorp may accept Inadvertent Energy at its sole
discretion, but wil not purchase or pay for Inadvertent Energy.
SECTION 6: OPERATION AN CONTROL
6.1 Seller shall operate and maintain the Facility in a safe manner in accordance with
this Agreement, the Facility's generation interconnection agreement, if applicable, Transmission
Agreement(s), Prudent Electrcal Practices and in accordance with the requirements of all
applicable federal, state and local laws and the National Electrc Safety Code as such laws and
code may be amended from time to time. PacifiCorp shall have no obligation to purchase Net
Output from the Facility to the extent the interconnection between the Facility and the Point of
Delivery is disconnected, suspended or interrpted, in whole or in part, pursuant to the Facility's
generation interconnection agreement, if applicable, or Transmission Agreement(s), or to the
extent generation curtilment is required as a result of Seller's non-compliance with the
Facility's generation interconnection agreement, if applicable, or Transmission Agreement(s).
PacifiCorp shall have the right to inspect the Facility to confirm that Seller is operating the
Facility in accordance with the provisions of this Section 6.3 upon reasonable notice to Seller.
Seller is solely responsible for the operation and maintenance of the Facility. PacifiCorp shall
not, by reason of its decision to inspect or not to inspect the Facilty, or by any action or inaction
taken with respect to any such inspection, assume or be held responsible for any liability or
occurence arising from the operation and maintenance by Seller of the Facilty.
6.2 Seller may cease operation of the entire Facility or any individual unit for
Scheduled Maintenance Periods for each calendar year at such times as are provided in the
monthly operating schedule set forth as Exhibit D.
6.3 Energy Acceptance.
6.3.1 PacifiCorp shall be excused from accepting and paying for Net
Output or accepting Inadvertent Energy produced by the Facility and delivered by the
Seller to the Point of Delivery, if it is prevented from doing so by an event of Force
Majeure, or if PacifiCorp determines that curailment, interrption or reduction of Net
Output or Inadvertent Energy deliveries is necessary because of line constrction or
maintenance requirements, emergencies, electrical system operating conditions on its
system or as otherwise required by Prudent Electrical Practices. If, for reasons other than
an event of Force Majeure, PacifiCorp requires such a curilment, interrption or
reduction of Net Output deliveries for a period that exceeds twenty (20) days, begining
with the twenty-first day of such interrption, curilment or reduction, Seller wil be
deemed to be delivering Net Output at a rate equivalent to the pro rata daily average of
the amounts specified for the applicable month in the Energy Delivery Schedule under
18
Section 4.2 unadjusted by Section 4.3. PacifiCorp wil notify Seller when the
interrption, curailment or reduction is terminated.
6.3.2 PacifiCorp shall not be obligated to purchase, receive or pay for Net
Output that is not delivered to the Point of Delivery (a) durg times and to the extent that
such energy is not delivered because the interconnection between the Facility and
PacifiCorp's system is disconnected, suspended or interrpted, in whole or in part,
pursuant to the Facility's generation interconnection agreement, if applicable, or
Transmission Agreement(s), (b) durng times and to the extent that such energy is not
delivered because the Transmission Entity Curails (as defined in the Tariff)
Transmission Service (as defined in the Tariff) to PacifiCorp pursuant to the terms of the
Tariff, or (c) during times and to the extent that an event of Force Majeure prevents either
Par from delivering or receiving such energy.
6.3.3 Under no circumstaces wil the Seller deliver Net Output and/or
Inadvertent Energy from the Facility to the Point of Delivery in an amount that exceeds
the Maximum Facility Delivery Rate, except as provided in Addendum W. Seller's
failure to limit deliveries to the Maximum Facility Delivery Rate shall be a Material
Breach of this Agreement.
6.4 Seller Declared Suspension of Energy Deliveries.
6.4.1 If the Seller's Facility experiences a forced outage due to equipment
failure which is not caused by an event of Force Majeure or by neglect, disrepair or lack
of adequate preventative maintenance of the Seller's Facility, Seller may, after giving
notice as provided in Section 6.4.2 below, temporarly suspend all deliveries of Net
Energy to PacifiCorp from the Facility or from individual generation unites) within the
Facility affected by the forced outage for a period of not less than 48 hours to correct the
forced outage condition ("Declared Suspension of Energy Deliveries"). The Seller's
Declared Suspension of Energy Deliveries wil begin at the start of the next full hour
following the Seller's notification as specified in Section 6.4.2 and wil continue for the
time as specified (not less than 48 hours) in the wrtten notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occured, the
Scheduled Monthly Energy Delivery wil be adjusted as specified in Section 4.3.
6.4.2 If the Seller desires to initiate a Declared Suspension of Energy
Deliveries as provided in Section 6.4.1, the Seller wil notify PacifiCorp's generation
coordination desk, bye-mail to wscc(ipaciticorp.com, by telephone [phone]), or
by fax [phone]), of Seller's unscheduled outage. Seller shall take all reasonable
measures and exercise its best efforts to avoid unscheduled maintenance, to limit the
duration of such unscheduled maintenance, and to perform unscheduled maintenance
durng Off-Peak Hours. The begining hour of the Declared Suspension of Energy
Deliveries wil be at the earliest the next full hour after making contact with PacifiCorp.
The Seller wil, within 24 hours after the telephone contact, provide PacifiCorp a wrtten
notice in accordance with Section 21 declarig the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. PacifiCorp wil review
19
the documentation provided by the Seller to determine PacifiCorp's acceptance of the
described forced outage as qualifying for a Declared Suspension of Energy Deliveries as
specified in 6.4.1. PacifiCorp's acceptance of the Seller's forced outage
as an acceptable forced outage wil be based upon the clear documentation provided by
the Seller that the forced outage is not due to an event of Force Majeure or by neglect,
disrepair or lack of adequate preventative maintenance of the Seller's Facility. Seller
agrees to retain all performance related data for the Facility for a minimum of three years,
and to cooperate with PacifiCorp in the event PacifiCorp decides to audit Seller's
reportng of Facility Net Output and Adjusted Scheduled Monthly Energy Delivery.
SECTION 7: MOTIVE FORCE
Prior to the Date of this Second Revised Agreement, Seller provided to
PacifiCorp an engineering report for Seller's Upper FaciJity and Seller's Lov;er Facilty
demonstrating to PacifiCorp's reasonable satisfaction: (1) the feasibility that the combined Net
Energy delivery of the Upper Facility and the Lower Facilty and Upper Faciiity wil equal or
exceed kWh in each full calendar year for the full term of this
Revised Agreement; tm(2) the
that the Facility, under average design conditions,
wil generate at no more 10 aMW in any calendar month ("Motive Force Plan") acceptable
to PacifiCorp in its reasonable discretion and attached hereto as Exhibit F-l, together with a
certification from a Licensed Professional Engineer attched hereto as Exhibit F-2, certfying to
PacifiCorp that the Facility can reasonably be expected to perform as predicted in the Motive
Force Plan for the duration of this Agreement.
SECTION 8: METERING AT THE POiNT OF INTERCONNECTIONAT THE POINT
8.1 Metering shall be performed at the location and in a manner consistent with this
Agreement, as specified in Exhibit B. Seller shall provide to PacifiCorp metered Facilty Net
Output in hourly increments, and any other energy measurements required to administer this
Agreement. If the Transmitting Entity(s) requires Seller to telemeter data, PacifiCorp shall be
entitled to receive the same data Seller provides to the Transmitting Entity, if such data is useful
to PacifiCorp's administration of this Agreement. Seller's metered output shall be adjusted to
account for electrical losses, if any, between the point of meterig(x) and the Point of
Interconnection(x) ("adjusted metered output"). The loss adjustment shall be 2% of the kWh
energy production recorded on the Facility output meter until actually measured and confirmed
in letter agreement between the Parties. Subject to other provisions applicable to Net Output in
this Agreement (e.g., disallowance of Inadvertent Energy), PacifiCorp shall subtract Seller's
station service load from Seller's adjusted metered output to determine Net Output.
8.2 Seller shall pay for the installation, testing, and maintenance of any metering
required by Section 8.1, and shall provide reasonable access to such meters. PacifiCorp shall
have reasonable access to inspection, testing, repair and replacement of the meterig equipment.
If any of the inspections or tests discloses a measurement error exceeding two percent (2%),
20
either fast or slow, proper correction, based upon the inaccuracy found, shall be made of
previous readings for the actul period durg which the meterig equipment rendered inaccurate
measurements. Any correction in bilings or payments resulting from a correction in the meter
records shall be made in the next monthly biling or payment rendered following the repair of the
meter, or durg the shortest reasonable period.
SECTION 9: BILLINGS, COMPUTATIONS AN PAYMENTS
9.1 On or before the thirtieth (30th) day following the end of each Biling Period,
PacifiCorp shall send to Seller payment for Seller's deliveries of Net Output to PacifiCorp,
together with computations supporting such payment. PacifiCorp may offset any such payment
to reflect amounts owing from Seller to PacifiCorp puruat to this Agreement and any other
agreement(s) between the Partes.
9.2 Any amounts owing after the due date thereof shall bear interest at the Prime Rate
plus two percent (2%) from the date due until paid; provided, however, that the interest rate shall
at no time exceed the maximum rate allowed by applicable law.
SECTION 10: DEFAULTS AN REMEDIES
10.1 The following events shall constitute defaults under this Agreement:
10.1.1 Seller's failure to make a payment when due under this Agreement,
or maintain insurance in conformance with the requirements of Section 12 of this
Agreement, if the failure is not cured within ten (10) days after the non-defaulting Part
gives the defaulting Part a notice of the default.
10.1.2 Breach by a Par of a representation or waranty set forth in this
Agreement, if such failure or breach is not cured within thirt (30) days following written
notice.
10.1.3 Seller's failure to cure any default under any commercial or
financing agreements or intrent (includig the Facilty's generation interconnection
agreement, if applicable) within the time allowed for a cure under such agreement or
instrment.
10.1.4 A Part (a) makes an assignent for the benefit of its creditors; (b)
fies a petition or otherwise commences, authorizes or acquiesces in the commencement
of a proceeding or cause of action under any bankptcy or similar law for the protection
of creditors, or has such a petition fied against it and such petition is not withdrawn or
dismissed within sixty (60) days after such filing; (c) becomes insolvent; or (d) is unable
to pay its debts when due.
10.1.5 A Material Adverse Change has occured with respect to Seller and
Seller fails to provide such performance assurances as are reasonably requested by
PacifiCorp, within fifteen (15) days from the date of such request.
21
Part otherwise fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set forth in Section 2.2) imposed
upon that Par by this Agreement if the failure is not cured within thir (30) days after
the non-defaulting Par gives the defaulting Part notice of the default; provided,
however, that, upon written notice from the defaulting Part, this thir (30) day period
shall be extended by an additional ninety (90) days if (a) the failure canot reasonably be
cured within the thirt (30) day period despite diligent efforts, (b) the default is capable
of being cured within the additional ninety (90) day period, and (c) the defaulting Part
commences the cure within the original thirt (30) day period and is at all times thereafter
diligently and continuously proceeding to cure the failure.
10.2 In the event of any default hereunder, the non-defaulting Part must notify the
defaulting Part in wrting of the circumstances indicating the default and outlining the'
requirements to cure the default. If the default has not been cured within the prescribed time,
above, the non-defaulting Part may terminate this Agreement at its sole discretion by delivering
wrtten notice to the other Part and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in this Section 10 are cumulative such
that the exercise of one or more rights shall not constitute a waiver of any other rights.
10.3 In the event this Agreement is terminated because of Seller's default and Seller
wishes to again sell Net Output from the facility using the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of this Agreement, including but not limited to the purchase prices as set forth in
(Section 5), until the Expiration Date (as set forth in Section 2.1). At such time Seller and
PacifiCorp agree to execute a wrtten document ratifying the terms of this Agreement.
10.4 If this Agreement is terminated as a result of Seller's default, Seller shall pay
PacifiCorp for the energy and associated capacity that Seller was scheduled to provide for a
period of twelve (12) months ("Replacement Period") from the date of termination plus the
estimated administrative cost to acquire the replacement power ("Net Replacement Power
Costs"). Net Replacement Power Costs equals the sum of .ü1Jhe Replacement Price for
Facilitvíiipper ;md lower)_times the Replacement Volume for day of the
Replacement
cost to the utility to acquire replacement power.
Where:
"Replacement Price" equals the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and Off-Peak Conforming Energy Prices; and
"Replacement Volume" equals the applicable Scheduled Monthly Energy Delivery
divided by the number of days in that month.
22
10.5 Upon an event of default or termination event resulting from default under this
Agreement, in addition to and not in limitation of any other right or remedy under this
Agreement or applicable law (including any right to set-off, counterclaim, or otherwise withold
payment), the non-defaulting Part may at its option set-off, against any amounts owed to the
defaulting Par, any amounts owed by the defaulting Part under any contract(s) or
agreement(s) between the Parties. The obligations of the Parties shall be deemed satisfied and
discharged to the extent of any such set-off. The non-defaulting Part shall give the defaulting
Par wrtten notice of any set-off, but failure to give such notice shall not affect the validity of
the set-off.
10.6 Amounts owed by Seller pursuant to this paragraph shall be due within five (5)
business days after any invoice from PacifiCorp for the same.
SECTION 11: INEMNIFICATION
1 1.1 Indemnities.
11.1.1 Indemnity by Seller. Seller shall release, indemnify and hold
harmless PacifiCorp, its directors, offcers, agents, and representatives against and from
any and all loss, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at tral and on appeal, resulting from, or arsing out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and at the Point of
Delivery, (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facility, or (d) arsing from this Agreement, including without
limitation any loss, claim, action or suit, for or on account of injur, bodily or otherwise,
to, or death of, persons, or for damage to, or destrction or economic loss of propert
belonging to PacifiCorp, Seller or others, excepting only such loss, claim, action or suit
as may be . caused solely by the fault or gross negligence of PacifiCorp, its directors,
officers, employees, agents or representatives.
11.1.2 Indemnity by PacifiCorp. PacifiCorp shall release, indemnify and
hold harmless Seller, its directors, officers, agents, Lenders and representatives against
and from any and all loss, fines, penalties, claims, actions or suits, including costs and
attorney's fees, both at tral and on appeal, resulting from, or arising out of or in any way
connected with the energy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injur, bodily or otherwise, to, or death of, persons, or for damage to, or destrction or
economic loss of propert, excepting only such loss, claim, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, officers, employees,
agents, Lenders or representatives.
11.2 No Dedication. Nothing in this Agreement shall be constred to create any duty
to, any standard of care with reference to, or any liability to any person not a Par to this
Agreement. No undertaking by one Par to the other under any provision of this Agreement
shall constitute the dedication of that Par's system or any portion thereof to the other Part or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Seller as an independent individual or entity.
23
11.3 CONSEOUENTIAL DAMGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE, INIRECT, EXEMPLARY OR CONSEQUENTIA DAMGES,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
(ICLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE.
SECTION 12: LIABILITY AN INSURACE
12.1 Certificates. Seller shall provide PacifiCorp insurance certficate(s) (of "ACORD
Form" or the equivalent) certfying Seller's compliance with the insurance requirements
hereunder. Commercial General Liability coverage written on a "claims-made" basis, if any,
shall be specifically identified on the certificate. If requested by PacifiCorp, a copy of each
insurance policy, certified as a tre copy by an authorized representative ofthe issuing insurance
company, shall be fuished to PacifiCorp.
12.2 Required Policies and Coverages. Without limiting any liabilities or any other
obligations of Seller under this Agreement, from the commencement of interconnection with
PacifiCorp's electric transmission system until the Date of this
Agreement, at its own expense, Seller shall secure and continuously car, with an insurance
company or companies rated not lower than "A- or better" by the A.M. Best Company, the
insurance coverage specified below:
12.2.1 Worker's Compensation insurance which complies with the laws of
the state within which the Facility is located;
12.2.2 Commercial General Liability insurance with bodily injur and
propert damage combined single limits of at least $1,000,000 per occurence. Seller
shall maintain the policy in accordance with terms available in the insurance market for
similar electrc generating facilities. Such insurance shall include, but not necessarily be
limited to, specific coverage for contractual liability encompassing the indemnfication
provisions in this Agreement, broad form propert damage liabilty, personal injur
liability, explosion and collapse hazard coverage, products/completed operations liability,
and, where applicable, watercraft protection and indemnity liability;
12.2.3 All Risk Insurance. The policy shall provide coverage in an amount
equal to not less than 80% of the current replacement in kind of the Facility for "all risks"
of physical loss or damage except as hereinafter provided, including coverage for boiler
and machinery, transit and off-site storage accident exposure, but excluding the
equipment owned or leased by Operator and its subcontractors and their personal
propert. The policy may contain separate sub-limits and deductibles subject to
insurance company underwiting guidelines. Seller shall maintain the policy in
accordace with terms available in the insurance market for similar electrc generating
facilities. The policy shall include coverage for business interrption in an amount
covering a period of indemnity equal to twelve (12) months. Additional coverages to be
included are:
24
(a) Catastrophic Perils Insurance not less than 80% of the curent
replacement cost of plant, building, and/or equipment.
12.3 Insurance Strctue. Seller may satisfy the amounts of insurance required above by
purchasing primary coverage in the amounts specified or by buying. a separate excess Umbrella
Liability policy together with lower limit primary underlying coverage. The strctue of the
coverage is at Seller's option, as long as the total amount of insurance meets the above
requirements.
12.4 Occurence-Based Coverage. The coverage required above, and any umbrella or
excess coverage, shall be "occurence" form policies. In the event that any policy is wrtten on a
"claims-made" basis and such policy is not renewed or the retroactive date of such policy is to be
changed, the first insured Par shall obtain or cause to be obtained for each such policy or
policies the broadest basic and supplemental extended reporting period coverage or "tail"
reasonably available in the commercial insurance market for each such policy or policies and
shall provide the other Part with proof that such basic and supplemental extended reporting
period coverage or "tail" has been obtained.
12.5 Endorsement Items. Seller shall immediately cause its insurers to amend its
Commercial General Liabilty and Umbrella or Excess Liabilty policies with all of the following
endorsement items, and to amend its Worker's Compensation policy with the endorsement items
.1 set forth in Pam
graphs Sections 12.5.3 and 12.5.4 below:
12.5.1 PacifiCorp and its Affiiates, their respective directors, officers,
employees, and agents as an additional insured under this policy and to the maximum
extent allowed by law, shall be provided with coverage at least as broad as those required
of the Seller by this Agreement;
12.5.2 This insurance is primary with respect to the interest of PacifiCorp
and its Affiliates and their respective directors, offcers, employees, and agents;
12.5.3 Insurer hereby waives all rights of subrogation against PacifiCorp,
its Affliates, officers, directors, employees and agents;
12.5.4 Notwithstading any provision of the policy, this policy may not be
canceled, non-renewed or materially changed by the insurer without giving ten (10) days'
prior wrtten notice to PacifiCorp; and
12.5.5 Cross liabilty coverage so that the insurance applies separately to
each insured against whom claim is made or suit is brought, even in instances where one
insured claims against or sues another insured.
12.6 Periodic Review. PacifiCorp may review this schedule of required insurance as
often as once every two (2) years. PacifiCorp may, in its discretion and if allowed by the
Commission, require the Seller to make changes to the policies and coverages described in this
Exhibit to the extent reasonably necessary to cause such policies and coverages to conform to the
insurance policies and coverages tyically obtained or required for power generation facilities
25
comparable to the Facility at the time PacifiCorp's review taes place. In addition, Seller shall
have the right, subject to PacifiCorp's consent, to make changes in the coverages and limits of
the Builder's All-Risk Insurance and the All-Risk Insurance required under this Section, to the
extent the coverages and limits specified herein are not reasonably available at commercially
reasonable rates.
SECTION 13: FORCE MAJEURE
13.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure"
means any cause beyond the reasonable control of the Seller or of PacifiCorp which, despite the
exercise of due diligence, such Part is unable to prevent or overcome. By way of example,
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilties, civil
strfe, stres, and other labor distubances, earthquakes, fires, lightning, epidemics, sabotage,
restraint by cour order or other delay or failure in the performance as a result of any action or
inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of
such Part, (ii) by the exercise of reasonable foresight such Part could not reasonably have been
expected to avoid and (iii) by the exercise of due diligence, such Part shall be unable to prevent
or overcome. Force Majeure, however, specifically excludes the cost or availabilty of fuel or
motive force to operate the Facilty or changes in market conditions that affect the price of
energy or transmission. If either Part is rendered wholly or in par unable to perform its
obligation under this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever performance is affected by the event of Force Majeure, provided that:
13 .1.1 the non-performing Par, shall, within two (2) weeks after the
occurence of the Force Majeure, give the other Part wrtten notice describing the
particulars of the occurence, including the start date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains parially operational and the expected end
date of the Force Majeure;
13.1.2 the suspension of performance shall be of no greater scope and of no
longer duration than is required by the Force Majeure;
13.1.3
to perform; and
the non-performing Part uses its best efforts to remedy its inability
13.1.4 the non-performing Part shall provide prompt written notice to the
other Par at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
13.2 No obligations of either Part which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure.
13.3 Neither Par shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Part involved in the dispute, are contrar to
the Part's best interests.
26
SECTION 14: SEVERA OBLIGATIONS
Nothing contained in this Agreement shall ever be constred to create an association, trst,
partership or joint ventue or to impose a trst or partership duty, obligation or liability
between the Parties. If Seller includes two or more paries, each such par shall be jointly and
severally liable for Seller's obligations under this Agreement.
SECTION 15: CHOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jursdiction.
SECTION 16: PARTIA INVALIDITY
It is not the intention of the Paries to violate any laws governing the subject matter of this
Agreement. If any of the terms of the Agreement are finally held or determined to be invalid,
ilegal or void as being contrar to any applicable law or public policy, all other terms of the
Agreement shall remain in effect. If any terms are finally held or determined to be invalid,
ilegal or void, the Partes shall enter into negotiations concerning the terms affected by such
decision for the purose of achieving conformity with requirements of any applicable law and
the intent of the Parties to this Agreement.
SECTION 17: WAIER
Any waiver at any time by either Par of its rights with respect to a default under this
Agreement or with respect to any other matters arsing in connection with this Agreement must
be in wrting, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION 18: GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS
This Agreement is subject to the jursdiction of those governental agencies having control over
either Part or this Agreement. PacifiCorp's compliance with the terms of this Agreement is
conditioned on Seller's submission to PacifiCorp prior to the Commercial Operation Date and
maintaining thereafter copies of all local, state and federal licenses, permits and other approvals
as then may be required by law for the constrction, operation and maintenance of the Facilty.
SECTION 19: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
hereof by either Par shall become effective without the wrtten consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merge, or to which it
may conveyor transfer substantially all of its electric utility assets, shall automatically, without
27
fuher act, and without need of consent or approval by the Seller, succeed to all of PacifiCorp's
rights, obligations, and interests under this Agreement. This article shall not prevent a financing
entity with recorded or secured rights from exercising all rights and remedies available to it
under law or contract. PacifiCorp shall have the right to be notified by the financing entity that it
is exercising such rights or remedies.
SECTION 20: ENTIRE AGREEMENT
20.1 This Agreement supersedes all prior agreements, proposals, representations,
negotiations, discussions or letters, whether oral or in wrting, regarding PacifiCorp's purchase of
NetOutput from the Facility. No modification of this Agreement shall be effective unless it is in
writing and signed by both Pares.
20.2 By executing this Agreement, each Part releases the other from any claims,
known or unown, that may have arisen prior to the Date with respect to
the Facility and any predecessor facility proposed to have been constrcted on the site of the
Facility.
SECTION 21: NOTICES
21.1 All notices except as otherwise provided in this Agreement shall be in wrting,
shall be directed as follows and shall be considered delivered if delivered in person or when
deposited in the U.S. Mail, postage prepaid by certified or registered mail and retu receipt
requested
Notices PacifiCorp Seller
All Notices PacifiCorp Lower Valley Energy, Inc.
825 NE Multnomah Street PO Box 188Portland, OR 97232
Att: Contract Administration,Afton, Wyoming 83110
Suite 600 Attention Jim Webb,CEO
Phone [phone]
F_rn,iil ern'_,II-- ,- (' ('WYI ('(\11'Facsimile: [phone]
Phone: (503) 8 _~~'l¡'fl--~ ~
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Federal Tax ID Number: 93-0246090
All Invoices:Att: Back Offce, Suite 700 Attention GayLynn Turer
Phone: (503) 813 - 5578 Phone [phone]Facsimile: (503) 813 - 5580
Facsimile: [phone]
Scheduling:Attn: Resource Planing, Suite 600 Attention Rick Knori
Phone: (503) 813 - 6090 Phone: [phone]Facsimile: (503) 813 - 6265
28
Notices PacifiCorp Seller
Facsimile: [phone]
Payments:Att: Back Office, Suite 700 Attention GayLyn Turer
Phone: (503) 813 - 5578 Phone [phone]Facsimile: (503) 813 - 5580
Facsimile: [phone]
Wire Transfer:Ban One N.A.To be provided in separate letter
To be provided in separate letter from from Lower Valley Energy to Buyer
PacifiCorp to Seller
I Credit and Att: Credit Manager, Suite +9700 Attention GayLyn Turer
Collections:Phone: (503) 813 - 5684 Phone [phone]Facsimile: [phone]
Facsimile: [phone]
With Additional Att: PacifiCorp General Counsel James Webb, CEO
Notices of an Phone: [phone] Lower Valley Energy, Inc.
I Event of Default Facsimile: (503) 813--761
or Potential Phone [phone]
Event of Default Facsimile: [phone]
to:
The Partes may change the person to whom such notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Subsection.
IN WITNESS WHEREOF, the Paries hereto have caused this Agreement to be executed
in their respective names as of the date first above wrtten.
PacifiCorp Seller
By:By:
Name: Bruce Griswold
Title: Director Short Term Origination
and Q F Contracts
Name: James R. Webb
Title: President! CEO
29
EXHIBIT A
DESCRIPTION OF SELLER'S FACILITY
(Seller to Complete)
Seller's Facility consists offwthree QFs, designated Facility(lowerj), Facilitv(u¡i¡ierL and
Faci1ity(~uJiarv) in this Agreement. Together, the Facility is describ~d as:
Facility Capacity Rating: 1,475(upper): 940 kW-;
Idemif; the Maxim\;HH Facilitv Delivery Rate (the sum of the l\'1ædmmn Facility De1ìver'i:"" ,... _ 'Ú
~fFaciijtv Capacity Ratingoower)): 535 kW
Facility Capacity Rating~andl(iwl"r\: 1475 kW
Facility Capacity Rating~: 225 kW
Identifv the Maximum Facility Delivery Rate:
Maximum Facilty Delivery Rate(~7i()wrrl: 597 kW
Maximum Facilitv Deliyery RateL8\ll: 261 kW
Maximum Facilty Delivery Rate: 1,~798 kW,
A-I
EXHIBIT A - Lower
DESCRIPTION OF SELLER'S F ACILITY(LOWER)
(Seller to Complete)
Seller's Facility consists of one generator manufactued by Emerson Motor Company. More
specifically, each generator at the Facilty is described as:
Type (synchronous or inductive): Sl Induction Generator
Nameplate Part No.: 370780-000
Number of Phases: 3
Rated Output (kW): 597 Rated Output (kV A): 746
Rated Voltage (line to line): 480
Rated Current (A): Stator: 935 A; Rotor: Induction 935 A
Maximum kW Output C"M~'dmum F~dUtv Deliver" Ratt(lowerW: 597 kW
Maximum kVA Output: 746 kVA
Minimum kW Output: 0 kW
Manufacturer's Guaranteed Cut~in Wind Speed (if applicable):N/A
Facilty Capacity Rating: 535 kW at Hz 60 A 935
Identify the maximum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating:
Station servce requirements, and other loads served by the Facilty, if any, are described
as follows: Station service loads are metered and connected on a separate service and meter from
the 12.47kv distribution system through a 120/240 single phase service. Station Service loads
are estimated to be 12,000 KWH per year . .
Location of the Facilty: The Facility is located in Lincoln County, W Wyoming. The location
is more particularly described as follows:
The project is located on Swift Creek, in Lincoln County, Wyoming, partially within the
Bridger-Teton National Forest at approximately 42°43' 42.3531" Nand 110°55' 00.70858" W.
Power factor requirements:
Rated Power Factor (PF) or reactive load (kVAR): PF = .81
A-(lower)-l
EXHIBIT A - Upper
DESCRIPTION OF SELLER'S FACILITY (UPER)
(Seller to Complete)
Seller's Facility(upper) consists of one generator manufactued by Marell
Motori . More specifically, each generator at the Facility(upper) is described
as:
Type (synchronous or inductive): S1 Induction Generator
Model: C4G500 LC.I0
Number of Phases: 3
Rate4 Output (kW): 940 Rated Output (kV A):
Rated Voltage (line to line):
Rated Current (A): Stator: 1131 A; Rotor: Induction 1131 A
Maximum kW Output ("M~xim~m F~dUtv Delivery R~teii.j,¡:erW: 940 kW
MaximumkV A Output: 986 kV A
Minimum kW Output: 0 kW
Manufacturer's Guaranteed Cut-in Wind Speed (if applicable):
Facilty Capacity Rating(upper): 940 kW at Hz 60 A
1360
Identify the Maximum Facility Delivery Rate(upper) and describe any differences between that
output and the Facility Capacity Rating(upper):
Station service requirements, and other loads served by the Facilty(upper), if any, are
described as follows: Station service loads are metered and connected on a separate service and
meter from the 12.47 kv distrbution system through a 120/240 single phase service.
Location of the Facilty(upper): The Facility(upper) is located in Lincoln County, W Wyoming.
The location is more particularly described as follows:
The project is located on Swift Creek, in Lincoln County, Wyoming, parially within the
Bridger-Teton National Forest at approximately 42°43' Nand 110°54' W.
Power factor requirements:
Rated Power Factor (PF) or reactive load (kV AR): PF = .83
A -(upper )-1
EXHIBIT A - Culinary
DESCRIPTION OF SELLER'S F ACILITY¡CULlNARYi
(Seller to Complete)
Minimum k\V Ou~put~ 225 kW
J\bumf~cturer'§ Gm~.nmtted Cu~-in Wind Speed (if appHc~blel ~ N!A
Fadm" Cai;mdtv Rating¡tu¡¡iiiiry)~ 225 kW at 60 Hz A
Identify the 1'vlaximum Facility Deliverv Rate(cuJínar) and describe any differences between that
output and the Facility Capacity Rating(cu¡inaiyì~
Service loads are estimated to be 14,500 KWH per year
EXHIBITB
SELLER'S INTERCONNECTION FACILITIES
(Seller to provide its own diagram and description)
B-1
POINT OF DELIVERY / SELLER'S INTERCONNECTION FACILITIES
Instrctions to Seller:
1. Describe the point(s) of metering, including the tye ofmeter(s), and the owner of the
meter(s) at Facilty(lowerli' FaciltvlJ.i~ and Facility(~~ulinurv).
The Lower Swift Creek Facility and the Upper Swift Creek Facility are metered
separately. The point of metering at each Facility is in the secondary
comparment of the 277/480 step up transformers. The Lower Swift Creek
Facility is a 750 kva transformer, The Upper Swift Creek Facility is a 1500 kva
transformer. The meterig is done by 500-5 CT's and a Gemstar JEMIO meter.
The meters are owned by Bonnevile Power
2. Provide single line diagrams ofFacilty(lowerih Facility(g'l'.Ëùi and Facility(~\.¡fiar)
including station use meter, Facility output meter(s), Interconnection Facilities, Points of
Interconnection.
One-line diagrams of Facility(lowerli. Facilitvi!ex);. and Facility(~£lHnury) are
attached. For the Point of Interconnection is
the 12.47 kV side of the step-up transformer.
3. Specify the Point of Delivery, and any transmission facilities on Seller's side of the Point
of Delivery used to deliver Net Output.
The power wil be delivered from the Lower Valley Energy distrbution system to
BP A. BP A wil deliver the power to PacifiCorp at the Goshen Substation. See
attached one-line diagram-:
C- 2
EXHITC
REQUID FACILITY DOCUMNTS
REQUIRD OF ALL F AcnJTIES:
QF Certifications:
Facility(lower): QF 10-157-000
Facility(upper): QF 08-641-000
FadHty(culìnarv': QF 11-61-000
Generation Interconnection Agreement Not applicable
Fuel Supply Agreement, if applicable N/ A
BP A point-to-point transmission service
The following Documents are required to complete this project:
Easements:
Permits:
C-i
EXHBITn
ENERGY DELIVERY SCHEDULE
January
I February
I March
April
May
June
I July
LAugusteptember
I October
~ovember
ecember
TOTAL:
ami Lower
Avg.
Delivery
Rate
SMED~
anrllower):
Scheduled
Monthly
Energy
Delivery
kWh
Avg.
Deliver
yRate
Monthly
Capacity
Factor
%
Monthly
Capacity
Factor
%
0.59
0.;022 Q.15 0.45
~~88917
~.225
D- 1
September
Deeember
TOTAL:
0.03
0.05il
0.13il 45%
1158000
Scheduled Maintenance - Seller wil provide a suggested maintenance schedule anually.
D-2
D-l
EXHITE
START-UP TESTING
Required factory testing includes such checks and tests necessary to determine that the
equipment systems and subsystems have been properly manufactued and installed, fuction
properly, and are in a condition to permit safe and efficient star-up of the Facility, which may
include but are not limited to:
1. Test of mechanical and electrcal equipment;
2. Calibration of all monitoring instrents;
3. Operating tests of all valves, operators, motor starters and motor;
4. Alarms, signals, and fail-safe or system shutdown control tests;
5. Point-to-point contiuity tests;
6. Bench tests of protective devices; and
7. Tests required by manufactuer of equipment
Required start-up tests are those checks and tests necessary to determine that all featues
and equipment, systems, and subsystems have been properly installed and adjusted, fuction
properly, and are capable of operating simultaneously in such condition that the Facilty is
capable of continuous delivery into PacifiCorp's electrcal system, which may include but are
not limited to:
1. Turbine/generator mechancal rus and fuctionality;
2. System operation tests;
3. Brake tests;
4. Energization of transformers;
5. Synchronizing tests (manual and auto);
6. Excitation and voltage regulation operation tests;
7. Auto stop/start sequence;
8. Completion of any state and federal environmental testing requirements.
9. Tests required by manufactuer of equipment;
For wind projects only, the following Wind Turbine Generator Installation Check Lists are
required documents to be signed offby Manufactuer or Subcontract Category Commissioning
Personnel as part of the Commissioning and stap testing:
Turbine Installation
Foundation Inspection
Controller Assembly
Power Cables
Cable Installation Check Lists including: Controller
Top Deck / Yaw Deck
Tower Top Section / Saddle
Mid Section Cables or buss bars
Base Section
Tower Base Section
Tower Lights and Outlets
Tower Mid Section
Tower Top Section
Nacelle
Rotor
E- i
EXIDBITF-l
MOTIVE FORCE PLAN
EXIDBITF-2
ENGINER'S CERTIFICATION
(1) THAT THE CULINARY FACILITY AVERAGE NET ENERGY ESTIMATE IS
KWH PER YEAR IN EACH FULL CALENDAR YEAR
OF THIS AGREEMENT;
(Engineer's certification L
(2) THAT THE FACILITY, UNDER AVERAGE DESIGN CONDITIONS, LIKLY WILL
GENERATE NO MORE THAN 10 aMW IN ANY CALENDAR MONTH.
(Engineer's. certification L
F2- 1
EXHITGI
SAMPLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the purchase price durg an On-Peak Hour in May of 2009 is $76.73/MWh
(the 2009 annual rate for Conforming Energy) multiplied by 92% (0.92) (the May On-Peak Hour
multiplier), which equals $70.59/M.
Table 3: Sample Calculations for Conforming Energy in 2009 (Purchase Price = annual rate *
monthly On- Peak/Off-Peak multiplier).
Calculated Calculated
Conforming Purchase Price Purchase Price
Energy for 2009 On-for 2009 Off-
Annual Peak Peak
Rate for On-Peak Conforming Off-Peak Conforming
2009 Hour Energy Hour Energy
Month (per MWh) Multiplier (perMW)Multiplier (per MWh)
January $76.73 103%$79.03 94%$72.13
February $76.73 105%$80.57 97%$74.43
March $76.73 95%$72.89 80%$61.38
April $76.73 95%$72.89 76%$58.31
May $76.73 92%$70.59 63%$48.34
June $76.73 94%$72.13 65%$49.87
July $76.73 121%$92.84 92%$70.59
August $76.73 121%$92.84 106%$81.33
September $76.73 109%$83.64 99%$75.96
October $76.73 115%$88.24 105%$80.57
November $76.73 110%$84.40 96%$73.66
December $76.73 129%$98.98 120%$92.08
G-1
EXHIBITH
Seller Authorization to Release Generation Data to PacifiCorp
H - i
ADDENDUMW
GENERATION SCHEDULING ADDENDUM
WHEREAS, Seller's Facility will not interconnect directly to PacifiCorp's System;
WHEREAS, Seller and PacifiCorp have not executed, and wil not execute, a generation
interconnection agreement in conjunction with the Power Puchase Agreement;
WHEREAS, Seller has elected to exercise its right under PURP A to deliver Net Output
from it's QF Facility to PacifiCorp via one (or more) Transmitting Entities.
WHEREAS, PacifiCorp desires that Seller schedule delivery of Net Output to the Point
of Delivery on a firm, hourly basis;
WHEREAS, PacifiCorp does not intend to buy, and Seller does not intend to deliver,
more or less than Net Output from the Facilty (except as expressly provided, below);
THEREFORE, Seller and PacifiCorp do hereby agree to the following, which shall
become part of their Power Purchase Agreement:
DEFINITIONS
The meaning of the terms defined in the Power Purchase Agreement ("this Agreement")
and this Addendum W shall apply to this Addendum:
"Day" means midnight to midnight, prevailing local time at the Point of Delivery, or any
other mutually agreeable 24-hour period.
"Energy Imbalance Accumulation," or "EIA," means, for a given Settlement Period,
the accumulated difference (beginning at zero (0) at the star of each Settlement Period) between
Seller's Net Output and the energy actully delivered at the Point of Delivery. Each Settlement
Period contains two independent EIAs, one for On-Peak Hours and one for Off-Peak Hours. A
positive accumulated difference indicates Seller's delivery of Surlus Delivery.
"Firm Delivery" meansuninterrptible transmission service that is reserved and/or
scheduled between the Points of Interconnection and the Point of Delivery pursuant to Seller's
Transmission Agreement(s).
"Settlement Period" means one month unless changed pursuant to Section 9 of this
Addendum.
"Supplemented Output" means any increment of scheduled hourly energy or capacity
delivered to the Point of Delivery in excess of the Facilty's Net Output during that same hour.
"Surplus Delivery" means any energy delivered to the Point of Delivery by the Facility
in excess of hourly Net Output that is not offset by the delivery of energy to the Point of
Delivery in deficit of hourly Net Output durig the Settlement Period. PacifiCorp shall accept
Surlus Delivery, but shall not pay for it.
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SELLER'S OBLIGATIONS IN LIEU OF THOSE CONTAINED IN A
GENERATION INTERCONNECTION AGREEMENT.
1. Seller's Responsibilty to Arrange for Delivery of Net Output to Point of
Delivery. Seller shall arrange for the Fir Delivery of Net Output to the Point of Delivery.
Seller shall comply with the terms and conditions of the Transmission Agreement(s) between the
Seller and the Transmitting Entity(s).
2. Seller's Responsibilty to Schedule Delivery. Seller shall coordinate with the
Transmitting Entity(s) to provide PacifiCorp with a schedule of the nextDay's hourly scheduled
Net Output deliveries to the Point of Delivery at least 24 (twenty-four) hours prior to the
beginning of the day being scheduled, and otherwse in accordace with the WECC
Prescheduling Calendar (which is updated anually and may be downloaded at:
htt://ww.wecc.biz/).
3. Seller's Responsibilty to Maintain Interconnection Facilties.PacifiCorp
shall have no obligation to install or maintain any interconnection facilities on Seller's side of the
Points of Interconnection. PacifiCorpshall not pay any costs arising from Seller interconnecting
its Facilty with the Transmitting Entity(s).
4. Seller's Responsibilty to Pay Transmission Costs. Seller shall make all
arrangements for, and pay all costs associated with, transmitting Net Output to PacifiCorp,
scheduling energy into the PacifiCorp system and any other costs associated with delivering the
Seller's Net Output to the Point of Delivery.
5. Energy Reserve Requirements. The Transmittng Entity(s) shall provide all
generation reserves as required by the WECC and/or as required by any other governing agency
or industr standard to deliver the Net Energy to the Point of Delivery, at no cost to PacifiCorp.
6. Seller's Responsibilty to Report Net Output. On or before the tenth (10th) day
following the end of each Billng Period, Seller shall send a report documenting hourly station
service, Inadvertent Energy (energy delivered to the Point of InterconnectioIlx) at an average
hourly rate exceeding the Maximum Facilty Delivery Rate(x)), and Net Output from the Facility
durng the previous Biling Period, in columar format substantially similar to the attched
Example 1. Ifrequested, Seller shall provide an electronic copy of the data used to calculate Net
Output, in a standard format specified by PacifiCorp. For each day Seller is late delivering the
certified report, PacifiCorp shall be entitled to postpone its payment deadline in Section 9 of this
Agreement by one day. Seller hereby grants PacifiCorp the right to audit its certified reports of
hourly Net Output. In the event of discovery of a biling error resulting in underpayment or
overpayment, the Parties agree to limit recovery to a period of thee years from the date of
discovery.
7. Seller's Supplemental Representations and Warranties. In addition to the
Seller's representations and waranties contained in Section 3 of this Agreement, Seller warants
that:
(a) Seller's Supplemented Output, if any, results from Seller's purchase of
some form of energy imbalance ancilary service;
(b) The Transmitting Entity( s) requires Seller to procure the service, above, as
a condition of providing transmission service;
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(c) The Transmitting Entity(s) requires Seller to schedule deliveries of Net
Output to the Point of Delivery in increments of no. less than one (1) megawatt;
(d) Seller is not attempting to sell PacifiCorp energy or capacity in excess of
its Net Output; and
(e) The energy imbalance service, above, is designed to correct a mismatch
between energy scheduled by the QF and the actul real-time production by the QF.
(f) Seller shall not schedule delivery to the Point of Delivery at a rate
exceeding the Maximum Facility Delivery Rate rounded up to the nearest whole
megawatt.
8. Seller's Right to Deliver Supplemented Output. In reliance upon Seller's
warranties in Section 7, above, PacifiCorp agrees to accept and pay for Supplemented Output by
treating it as Net Output for those puroses; provided, however, that Seller agrees to achieve an
EIA of zero (0) kilowatt-hours durig On-Peak Hours and an EIA of zero (0) kilowatt-hours
durng Off-Peak Hours at the end of each Settlement Period.
(a) Remedy for Seller's Positive Energy Imbalance Accumulations. In the
event Seller does not achieve zero (0) EIA at the end of a Settlement Period, any positive
balance shall be Surlus Delivery and shall not be included in or treated as Net Output.
PacifiCorp wil include an accounting of Surlus Delivery in each monthly statement
provided to Seller pursuant to Section 9.1 of this Agreement.
(b) Negative Energy Imbalance Accumulations. A negative EIA at the end
of a Settlement Period (indicating that the Transmittng Entity has delivered less than
Seller's Net Output) wil not result in any corresponding compensation by PacifiCorp.
9. PacifiCorp's Option to Change Settlement Period. In the event PacifiCorp
reasonably determines that doing so likely wil have a de minimis net effect upon the cost of
Seller's Net Output to PacifiCorp, it may elect to enlarge the Settlement Period, up to a
maximum of one Contract Year. Conversely, if PacifiCorp reasonably determines, based on the
QF's performance during the curent year, that reducing the Settlement Period likely wil
significantly lower the net cost of Seller's Net Output to PacifiCorp, it shall have the right to
shorten Seller's EIA settlement period begining the first day of the following Contract Year.
However, in no case shall the Settlement Period be less than one month. If a Settlement Period
does not coincide with a Biling Period, PacifiCorp shall deduct any amount paid for Surlus
Delivery during that Settlement Period from the Biling Period termnating concurently or
soonest subsequently to the Settlement Period.
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Example of Seller's Output Reporting Requirement- Seller would complete ilone reporting
¡able for Facilitv(culjparv¡, (2) one reporting table for Facility(lowerr~). 0) one reporting table for
Facilitycupperjj-, and a(4) one table with the summed Net Output., of FacilitvQ.wer\ and Fadlitv~.:
A B
C
(=A-B)
E
(=Max (0,
C-D))
F
(C-E)D
Meter
Reading'" at
Point of
Interconnectio
Maximum
Facility
Delivery
Rate(lower)
M
Net
OutpuI(o
1 8:00 0.50 0.02 0.48 1.50 0 0.48
1 9:00 0.50 0.01 0.49 1.50 0 0.49
1 10:00 0.50 0.01 0.49 1.50 0 0.49
1 11:00 0.50 0.01 0.49 1.50 0 0.49
1 12:00 1.60 0.01 1.59 1.50 0.09 1.50
1 13:00 1.70 0.01 1.69 1.50 0.19 1.50
1 14:00 1.60 0.01 1.59 1.50 0.09 1.50
1 15:00 1.50 0.01 1.49 1.50 0 1.49
1 16:00 1.50 0.01 1.50 1.50 0 1.50
1 17:00 1.50 0.00 1.50 1.50 0 1.50
1 18:00 1.50 0.01 1.49 1.50 0 1.49
1 19:00 0.50 0.02 0.48 1.50 0 0.48
(EX:UUUTH
1 0:00 .50 .01 .49 .50 .49
'V Seller shall show adjustment of Meter Reading for losses, if any, between point of metering(x)
and the Point of Interconnection(x), in accordance with Section 8.1.
*
Does not apply if Station Servce is provided from the gross output of the Facility.
l,
!IOower)!I(upper)
lJl (HE)(M\Vb)(MWh)\ower)
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I ~
8:00
9:00
~.49
0.49
.,0.20
0.21
(M\\1i)
.,0.69
0.70
Example Cakidation. for tbe AUocadon of Energv Imbalance: ACtumuhithm to Net
Output of Facilties
othetical Settlement Period of
Value
D k)wer.';
cuEnarv ~
i kJwerì:
J
K
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