20140703Application.pdf

Daniel E. Solander (ISB# 8931)
Rocky Mountain Power
201 South Main Street, Suite 2300
Salt Lake City, Utah 84111
Telephone: [phone]
Fan: [phone]
Email: [e-mail]
Attorneyfor Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
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?illl' JUL -3 []l 9: 52
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IN THE MATTER OF THE
APPLICATION OF ROCKY
MOUNTAIN POWER F'OR
APPROVAL OF A POWER
PURCHASE AGREEMENT WITH
LOWER VALLEY EIYERGY, INC.
CASE NO. PAC.E-14.06
APPLICATION OF
ROCKY MOT]NTAIN POWER
Comes now PacifiCorp d/bla Rocky Mountain Power ("RMP" or the
"Company"), ard pursuant to RP 52 and the applicable provisions of the Public Utility
Regulatory Policies Act of 1978 ("PURPA"), hereby respectfully applies to the Idaho
Public Utilities Commission (the "Commission") for an Order approving the published
avoided cost rate Power Purchase Agreement ("PPA") between RMP and Lower Valley
Energy, Inc. ("Lower Valley" or "Seller") under which Lower Valley would sell and
RMP would purchase electricity generated from the Lower Valley hydroelectric project
("Project") located in Afton, Lincoln County, Wyoming.
Page I
This application is specific to the Lower Valley project ("Facility"). In support of
this Application RMP represents as follows:
I. BACKGROUND
1. PacifiCorp is an electrical corporation and public utility doing business as
Rocky Mountain Power in the state of Idaho and is subject to the jurisdiction of the
Commission with regard to its public utility operations. PacifiCorp also provides retail
electric service in the states of Utah, Oregon, Wyoming, Washington, and California.
2. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by co-generation or small power producers that obtain
qualifuing facility ("QF") status. The rate a QF receives for the sale of its power is
generally referred to as the "avoided cost" rate and is to reflect the incremental cost to an
electric utility for electric energy or capacity or both, which, but for the purchase from
the QF, such utility would generate itself or purchase from another source. The
Commission has authority under PURPA Sections 201 and 210 and the implementing
regulations of the FERC, l8 C.F.R. 5 292, to set avoided costs, to order electric utilities
to enter into fixed-term obligations for the purchase of energy from QFs, and to
implement FERC rules.
3. Lower Valley Energy, Inc. owns, operates, and maintains two
hydroelectric generators on Swift Creek and a hydroelectric generation project on the
culinary water system located in or near the town of Afton, Lincoln County, Wyoming.
The Upper Facility is rated at940 kilowatt ("kW"), the Lower Facility is rated at 535 kW,
and the Culinary Facility is rated at 225 kW with a total nameplate rating of 1,700 kW,
Page2
(Facility Capacity Rating). The hydroelectric facilities are qualified small power
production facilities under the applicable provisions of PURPA. The PPA for these
facilities was executed by James R. Webb, President/CEO of Lower Valley Energy, Inc.
4. On May 22,2009, PacifiCorp and Lower Valley entered into a Power
Purchase Agreement. Under the terms of the PPA, Lower Valley elected to contract the
Upper Facility with the Company for an approximate three-year term, expiring May 1,
2012.t This PPA was later modified by a Minute Order to add the Lower Facility to the
contract.
5. On May 19,2011, PacifiCorp and Lower Valley revised the PPA to add
the output from a newly constructed Culinary Facility2 and extend the contract period
through September l, 201 4.
II. THE POWER PURCHASE AGREEMENT
6. On June 17, 2014, PacifiCorp and Lower Valley entered into a PPA
pursuant to the terms and conditions of the various Commission orders applicable to this
PURPA agreement for a hydroelectric resource. A copy of the PPA is attached to this
Application as Attachment No. 1. Under the terms of this PPA, Lower Valley elected to
contract with RMP for a two-year term using the non-levelized published avoided cost
rates as established at the time of the PPA under Order No. 32817 by the Commission for
energy deliveries of less than l0 average megawatts ("aMW").
7. The nameplate rating of this Facility is 1.7 MW, Lower Valley has attested
and documented through its generation profile that the Facility will not exceed l0 aMW
I Case No. PAC-E-09-05, Order No. 30864.
2 Case No. PAC-E-I l-15, Order No. 32323.
Page 3
on a monthly basis. Furthermore, as described in Section 5.3 of the PPA, should the
Facility exceed 10 aMW on a monthly basis, RMP will accept the energy that does not
exceed the Maximum Facility Delivery Rate (Inadvertent Energy), but will not purchase
or pay for this Inadvertent Energy. This PURPA hydro agreement includes the 90 - I l0
percent performance band as required in Commission Order No. 29632.
8. The PPA, as signed and submitted by the parties thereto, contains non-
levelized published avoided cost rates in conformity with applicable Commission Orders.
In addition, Lower Valley shall reimburse RMP for the cost of securing the network
resource and transmission service request.
9. The point of metering is at each individual Facility on the Lower Valley
distribution system, the meters are owned by Bonneville Power Administration. The
Bonneville Power Administration will deliver the power from Lower Valley to RMP at
the Goshen Substation, the point of delivery. A oneJine diagram is included in the PPA
as "Exhibit B".
10. PURPA QF generation must be designated as a network resource ("NR")
on RMP's system, which requires the Company's merchant function to submit a
Transmission Service Request ("TSR") on behalf of the Facility to PacifiCorp
Transmission. Submission of such request occurred on May 29,2014, upon resolution of
any and all required upgrades, if necessary, to acquire network transmission capacity for
this Facility's delivery of energy and upon execution of the PPA, this Facility may then
be designated as a network resource.
1 1. Lower Valley has also been made aware of and accepted the provisions of
the PPA regarding curtailment or disconnection of its Facility should certain operating
Page 4
conditions develop on the Company's system. Section 6 of the PPA defines the conditions
for curtailment and obligations of Lower Valley in the event of curtailment.
12. Section 2.1 of the PPA provides that the PPA will not become effective
until the Commission has approved all of the PPA's terms and conditions and issued a
final and non-appealable order that declares that all payments RMP makes to Lower
Valley for purchases of energy will be allowed as prudent and legitimate expenses for
ratemaking purposes and that Idaho will allow RMP to recover through its rates in Idaho
any shortfall in recovery of power purchase costs under the PPA if any other public
utility commission with jurisdiction over RMP disallows recovery of any part of that
state's proportionate share of said expenses.
13. Communications regarding this Application should be addressed to:
Ted Weston
201 South Main, Suite 2300
Salt Lake City, Utah 8411I
Telephone : [phone]
Fax: [phone]
Email : ted.weston@pacifi com.com
and to:
Daniel E. Solander
201 South Main, Suite 2300
Salt Lake City, Utah 84111
Telephone: [phone]
Fax: [phone]
Email : daniel. solander@pacifi corp. com
In addition, the Company respectfully requests that all data requests regarding this matter
be addressed to one or more of the following:
By e-mail (preferred) [e-mail]
Page 5
By regular mail Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
III. MODIFIED PROCEDURE
14. RMP believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under
Modified Procedure, i.e., by written submissions rather than by hearing. Reference
Commission Rules of Procedure, IDAPA 31.01.01.201-204.If, however, the Commission
determines that a technical hearing is required, the Company stands ready to prepare and
present its testimony in such hearing.
WHEREFORE, Rocky Mountain Power respectfully requests that the
Commission issue an Order accepting or rejecting the published avoided cost rate Power
Purchase Agreement between RMP and Lower Valley Energy, Inc. under which Lower
Valley would sell and RMP would purchase electric energy generated from the Lower
Valley facility.
Dated this 3'd day of July,2Ol4
Daniel E. Solander
Attorney for Rocky Mountain Power
Respecttully sqbmitte4,
Page 6
Attachment No. 1
Power Purchase Agreement with Lower Valley Energy, Inc.
POWER PURCHASE AGREEMENT
BETWEEN
LOWER VALLEY ENERGY, INC.
[three non-fueled, non-levelized, non-MAG Qualifying Facilities located in PacifiCorp
Control Area interconnected to non-PacifiCorp syste,ur in Wyomingdeliveringpow€r to
PacifiCorp in Idaho-each lOaMW/Month or lessJ
AND
PACIF'ICORP
Section l: Definitions ....-..-......... ............?
Section 2: Term, Commercial Operation Date........... ..................7
Section 3: Representations and Warranties.........-..... ....................7
Section 4: Delivery of Energy and Capacity,................ ,.......,.......9
Section 6: Operation and Control ......-..14
Section 7: Motive Force......,... .............. 17
Section 8: Metering at the Point of Interconnection -.................. 18
Section 9: Billings, Computations and Payments................. ...... 18
Section 10: Defaults and Remedies....--........... ....,... 18
Section 11: Indemnification...... .....,.....20
Section 12: Liability and Insurance............... .....,.... 21
Section 13: Force Majeure..... ...............23
Section 14: Several Obligations ..,.........24
Section 15: Choice of Law....... .............?4
Section 16: Partial invalidity ................24
Section 17: Waiver. -...........24
Section 18: Governmental Jurisdiction and Authodzations..-.......... -..-.........24
Section 19: Successors and Assigns................ ..,,.-..25
Section 20: Entire Agreement. ..-......--.-25
Section 21: Notices ....-...... 25
POWER PURCHASE AGREEMENT i
TI{IS POWER.{URCHASE AGREEMENT ("Agreemenf'), entered into thi, lP
day of , \Ul^.- , 20it , is between l.ower Valley Euergy, Inc., a Wyoming Corpotalioi@e
"Seller") Und PacifiCorp, an Oregon corporation acting in its merchant function capacity
("PacifiCorp"), Seller and PacifiCorp are referred to collectively as the '(Parties' and
individually as a (Party'.
RECTTALS
A. Seller ovrns, operates and maintains three run of river hydroelecfric generating
facilities for the generation of electric power, two located on Swift Creek, in or near the town of
Afton, Lincoln County, Wyoming and one located on the existing culinary water systefii for the
town of Afton, Lincoln County, Wyoming. The upriver Swift Creek plant was completed in
May 2009 and has a Facility Capacity Rating of 94O-kilowatts (kW) (the "Upper Facility").
The dowmiver Swift Creek plant was completed in October 2009 and has a Facility Capacity
Rating of 535 kW (the "Lower Facility"). The third plant has a Facility Capacity Rating af ?25
kW (the "Culinary Facility"); and
B. The Parties desire to emter into this Agreenrent to rrylace in its Entirety the Second
Revised and Restated Power Purchase Agreement dated May 6, 2011 (the '?PA'), which
terminates on September 1,2014; and
C. Seller intends to continue to deliver Net Output under this Agreemen! and
D. Seller intends to continue to operate Upper Facility, Iower Facility, and Culinar-v
Facility - each a s€,parate Qualifying Facility - as a single gearerating facility (collectively the
"Facility"), for purposes of this PPA; and
E. Seller estimates that the average annual Net Output to be delivered by the Facility
to PacifiCorp is 6,007,666 kilowatt-hours ftWh) pursuant to the monthly Energy Delivery
Schedule in Exhibit D hereto, which amount of energy PacifiCorp will include in its resource
ptanning; and ,6$ @ qgA
P. Seller shall (chy'ose one) E selfu!/Net Output to PacifiCorp and purchase its full
electric requireme,nts from Pa6,if;€orp El sell Net Output surplus to its needs at the laciiity site to
PacifiCorp and purchase partial eiecnic requireme,nts service from PacifiCorp, in accordance
with ths terms and conditions of this Agreernent; and
G. Seller inte,nds to transmit Net Output from the Facility to PacifiCorp via
ransmission facilities operated by a third party, and PacifiCorp intends to accept scheduled firm
delivery of Seller's Net Output, under the terms of this Agreement, including the Ce,neration
Scheduling Addendum attached as Addendum W and incorporated contef,nporaneously
herewith.
H. This Agreement is a "New QF Contract" und6T the PacifiCorp lnter-Jurisdjctional
Cost Allocation Revised Protocol.
NOW, THEREFORE. the Parties mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the foliowing terms shall have the following meanings:
l.l "Adjusted Scheduled Monthly Energy Deliverl/' shall have tle meaning set
forth in Section 4.3.
1.2 "Agreemento'means this Power Purchase Agreement.
1.3 "As-built Supplemenf' shall mean the supplement to Exhibit A previously
provided by Seller and describing the Facility as actually builr
1.4 "Billing Period" means the time period between the reading of power purchase
meters at the Facility and, for this Agreemen! shall coincide with calendar months.
l -5 "Cepacity Factor" means! for any given period of time, the Net Output divided by
the product of Facitity Capacity Rating and the total hours in the given period of time.
1.6 "Commission" means the Idatro Public Utilities Commission.
1.7 "Conforming Energy" means all Net Energy delivered to the Point of Delivery
except Non-Conforming EnergY.
1.8 "Conforndng Enerry Prise" means 0re applicable price for Conforming Enagy
and capacity, specified in Section 5.1.
l-9 "Contract Year" means a twelve (12) month period commencing at 00:00 hows
Mountain Prevailing Time ("MPT") on January 1 and ending on 24:00 hours MPT on
December 31; provided, however, that the first Confract Year shall comme,nce on the Effective
Date and end on the next succeeding December 31, and the last Contract Year shall e,trd on the
Expiration Date, unless earlier terminated as provided herein.
1.10 "Effective Date" means Septenrber 2,2014-
l.1l "Energy Delivery Schedule" shall have the meaning set forth in Section 4.? of
this Agreement.
1.12 "Expiration Date" shall have the meaning set forth in Section 2.2 of this
Agreement.
1.13 "Facility" means all of Seller"s Upper Facility, l,ower Facility, and Culinary
Facility, unless otherwise noted, including the Seller's lnterconnection Facilities. as described in
the Recitals, Exhibit A, and Exhibit B. "Facilityl**i', "Facility6ower)", and "Facility("utinary)"
refer to the Upper Facility, Lower Facility, and Culinary Facilitv. individually. The term
"Facility" without any such suftix refers to the eniire Facility unless the context requires
otherwise. Facilitylepperi, Facilityl6,,cr; afld Facilitylaol;oryi are described separately in Exhibit A.
1,14 "Faeility Capacity Ratingl'means the sum of the Nameplate Capacity Ratings for
all generators comprising the Facility.
1.15 "Force Majeure" has the meaning set forth in Section 13.1.
1.16 "F'orced Outage" means an outage that requires removal of one or more generating
units from service, another outage state or a reserve shutdown state before tlre end of the next
weekend. Maintenance Outages and Planned Outages are not Forced Outages.
l.l7 "Generation Scheduling Addendum" means Addendum W, the ponion of this
Agreernent providing for the measurement, scheduling, and delivery of Net Output from the
Facility to the Point of Delivery via a non-PacifiCorp transmission entif(s).
1.18 "Governmental AuthoriQi" means any supranational, federal, state or other
politioal subdivision thereo! having jurisdiction over Seller, PacifiCorp or this Agtreement,
including any municipality. township or corulty, and any entity or body exercising executive,
legislative, judicial, regulatory or adminisEative functions of or pertaining to government,
including any corporation or other entity owned or confrolled by any of the foregoing.
1.19 "Inadvertent Energr" means energy delivered to the Point of Interconnectioq*,
(1) in excess of the Maximum Monthly Purchase Obligation; or (2) at an average hourly rate
exce,eding the Maximum Faciliry Delivery Rate1x1. inadvertent Energy is not included in Net
Output.
I -20 "Index Price", for each day" shall mean the weighted average of the average Peak
and OFPeak flrm 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 Firm On-Peak and Firm Off:Peak
Price for such days for Palo Verde, in which event such indices shall be utilized for zuch 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 substantially equivalent index that, after
any appropriate or necessary adjustrnents, provides the most reasonable substitute for the index
in question, PacifiCorp's selection shall be subject to Seller's consent, which Seller shall not
unreasonably withhold, condition or delay.
l.n "Interconnected Utility" means Lower Valley Energy, Inc., the operator of the
electric udl$ system at the Points oflnterconnection.
1.22 "Interconnection Facilities" means all the facilities and ancillary equipment used
to intorconnect the Facility to the Interconnected Utility, including electrical transmission lines,
upgrades, transformers. and associated equipment, substations, relay and switching equipment,
and safety equipment.
l.?3 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in its
reasonable judgment who is iicensed to practice engineering in the state of Wyoming, who has
training and experience in the engineering discipline(s) relevant to the matters with respect to
which such person is called to provide a cedfication, evaluation and/or opinion. who has no
economis relationship, association-. or nexu.s with the Seller, and who is not a representative of a
consulting engineer, contractor, designer or other individual involved in the development of the
Facility- or of a manufacturer or supplier of any equipment installed in the Facility. Such
Licensed Professional Engineer shall be licensed in an appropriate engineering discipline for the
required certification being made. The e,ngagement and papoent of a Licensed Professional
Engineer solely to provide the certifications, evaluations and opinions required by this
Agpeement shall not constitute a prohibited economic relationship, association or nexus with the
Seller, so long as such e,ngineer has no other economic relationship, association or nexus with the
Seller-
L,?4 "l\{aintenance Outage" meafls any outage of one or more generating units that is
not a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
deferred until after the end of the next weekend, but that requires that the generating unit(s) be
removed from service before the next Planned Outage. A Maintanance Outage may ocflrr any
tirne during the year and must have a flexibie start date.
1.25 'Material Adverse Change" shall mean, with respect to the Seller, if the Seller,
in the reasonable opinion of PacifiCorp, has experienced a material adverse change in ability to
fulfill its obligations under this Agreement.
1.26 "Maximum Curtailed Facility Delivery Rate" or "MCFDR" means the
maximum instantaneous rate (kW) at which the Facility is capable of delivering Net Output at
the Point(s) of interconnection during a Qualifying Curtailment. Where a Quaiifying
Cu*ailment applies indistinguishably to both ttre 'Upper and Lower" Facility and to the
"Culinary" Facility, the MCFDRI*I shall equal the MCFDR1"ntrrc.l + (MFDR(-y'1\4FD&urtirr*r).
1.27 "Maxitrlum Facility Delivery Rateo' or "MFDR" means the maximum
instantaneous rate (kW) at which the Faeility is capable of delivering Net Output at the Point(s)
of lnterconnection, as specified in Exhibit A, and in compliance with the Facility's generation
interconnectioa agreement, if applicable.
1.28 "Maxitrrum Monthly Purchase Obligation" means the ma:rimum amount of
energy PacifiCorp is obligated to purchase under this Agreanent in a caiendar month. In
accordance wittr Commission Order 29632, the Maximum Monthly Purchase Obligation for the
Facility for a given month, in kWh, shall equal 10,000 kW multiplied by the total number of
hours in that monflr.
1.29 "ll{otive Force Plan" shall have the meaning set forth in Section 7 of this
Agreement.
1.30 "Nameplate Capacity Rating" rneans the maximum instantaneous generating
capacity of any qualifying srnall power or cogeneration generating unit supplying ali or part of
the energy sold by the Facility, expressed in MW, rvhen operated consistent with the
manufacturer's recommended power factor and operating pararneters, as set forth in the As-built
Supplement previously furnished by Seller-
i .31 "Net Energy" means the arergy component, in kWh, of Net Ouput.
1.32 'Net Outpuf' means all energy and capacity produced by the Facility. less station
use and less transformation and transmission losses and other adjustrnents, if any. For purposes
of calculating payment under this Agreement, Net Output of energy shall be the arnount of
e,nergy flowing through the Points of IntErconnection, less any station use not provided by the
Facility. Net Ouput does not include Inadvertent Energy.
1.33 "Non-Conforming Energy" means for any Billing Period: (1) that portion of Net
Energy delivered to the Point of Delivery in excess of 1 l0% of the Scheduled Monthiy Energy
Delivery for that Billing Period deiivered subsequentiy to that initial t 10%; or (2) all Net Energy
deiivered to the Point of Delivery when Net Energy delivered is less than 90o/o of the Scheduled
Monthly Energy Delivery for that Billing Period.
1.34 "Non-Conforming Energy Price" rneans the applicable price for Non-
Conforming Enerry and capacity, specified in Section 5.1.
1.35 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.36 '10n-Peak Hours" means hours from 7:00 a,m. to I l:00 p.m. Mountain Prevailing
Time, Monday through Saturday, orcluding Western Electricity Coordinating Council (WECC)
and North American Electric Reliability Corporation (NERC) holidays.
1.37 "PacifiCorp Trausmission" means PacifiCorp, an Oregon corporation, acting in
its transmission fimciion capacity.
1,38 "Planned Outage" means an outage of predetermined duration that is scheduled in
Seller's Energy Delivery Schedule. Turtine overhauls or inspections are typical planned outages.
Maintenance Outages and Forced Outages are not Pianned Outages,
1.39 "Point of Delivery" means PacifiCorp's 161 kV busbar at the Goshen Substation,
idaho the point of interconnection between Bonneville Power Administration's systern and
PacifiCorp's system where PacifiCorp has agreed to receive Seller's Net Output.
1.40 "Point of Interconnectiollgowe";" means the high voltage side of Seller's step-up
fiansformer at the point of interconnection between Seller's Facilityl6*ol and the Interconnected
Utiiity's systan.
1.4L "Foint of Intereonnectionl"olio*1" means the high voltage side of Seller's step-up
trailsformer at the point of interconnection between Seller's Facilityl"rl;n*1 and the
lnterconnected Utility's system.
1.42 '?oint of Interconnectionlroos.;" rneans the high voltage side of Seiler's step-up
transformer at the point of interconnection between Seller's Facilitli,,ppc,l and the interconnected
Utility's system.
1.43 "Points of Interconneetion" means. coliectively, the Point of
lnterconnection(to",er). Point of lntercomrectioqupper; dnd Point of lnterconnectio&culinary).
1.44 "Prime Rate" means the rate per annum equal to the publicly announced prime
rate or reference rate for commercial loans to large businesses in effiect from time to time quoted
by JPMorgan Chase & Co- lf 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 $i0 billion or more in assets in New York
City, N.Y., selected by the Party to whorn interest based on the prime rate is being paid.
1.45 "Prudent Electricat Practices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the elechical utility industry or any of the
practices, met}ods or acts, which, in the exErcise of reasonable judgment in the iigfut of the facts
known at the time a decision is made. could have been expected to accornplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition, Prudent Electrical
Practices is not intended to be limited to the optimum practice, method or act to the exclusion of
all others, but rather to be a spectrum of possible practices, methods or acts.
L46 "Qualifying Curtailment- shall have the meaning set forth in Section 4.3.
1.47 n'QF" means 'Qualifying Faeility", as that term is defined in the version of FERC
Regulations (codified at l8 CFR Part?92) in effect on the date of this Agreement.
1.48 "Replaeement Perlod", "Net Replacement Power Costs". "Replacement Price"
and "Rcplacement Volume" shall have the meanings set forth in Section 10.4 of this
Agreeme,nt;
1.49 "Required Facility Documents" meatts all material licenses, permits,
authorizations. and agreements necessary for construction, operation, and maintenance of flre
Faciiity, including without limitation those set fortir in Exhibit C.
1.50 "Requirements of LauI means any applicable and rnandatory (but not merely
advisory) federal. state and local law, statute, reg;ulation, rule, code or ordinance enacted, adopted,
issued or promulgated by any federal, state, local or other Governrne,ntal Authority or regulatory
body (including those pertaining to electrical, building zoning, environmental and occupational
safety and healtir requirernents).
1.51 "Scheduled Monthl5' Enerry Delivery" means the Net Engrry scheduled to be
delivered to the Point of Delivery during a given calendar month, as specified by Seller in the
Ene,rgy Delivery S chedule.
1.52 "Subsequent Energy Delivery Schedule" shall have the meaning set forth in
Section 4.1.
1.53 "Tariff' means the PacifiCorp FERC Electric Tariff Seventh Revised Volume
No.l1 Pro Forma Open Access Transmission Tariff. as tevised from time to time.
1.54 "Transmission Agreement(s)" means the agteement(s) (or contemporaneous
agreements) between Seller and the Transrnitting Entity(s) providing for Seller's unintemrptible
right to transmit Net Output to the Point of Delivery,.
1.55 (Transmitting Entity" means the Bonneville Power Administration, the (non-
PacifiCorp) operator(s) of the transmission system(s) between the Points of Interconnection urd
the Point of Delivery, and any successors in interest.
SECTION 2: TEBM. COMMERCIAI.: OPERATION DATE
7,1 This Agreement shall become effective upon the Effective Date; provided,
however, this Agreement shall in no event become effective until the Comrnission has
determirrd that tle prices to be paid for energy and capacity are just and reasonable, in the
public interest, and that the costs incuned by PacifiCorp for purchases of capacity and energy
from Sellff are legitimate expenses. all of which the Cornmission will allow PacifiCorp to
recover in rates in Idaho in the event other jrrisdictions deny recovery of their proportionate
share of said expenses.
7-2 Unless earlier terminated as provided herein, this Agreement shall remain in effect
until September 30,2016 ("Expiration Dote").
2.3 Sella has provided PacifiCorp with a copy of an CI(ecuted Transmission
Agreemart(s), whose terms include: (1) reserved capacity equal to or greater than the Maximum
Facility Delivery Rate of Seller's combined Faciiity, and (2) a termination date (including any
rollover rights) equal to or greater than the Expiration Date of this Agreement - and is otherwise
consistent witir this Agreement.
SECTION 3: REPRESENTAIIONS AND WARRAIITIES
3.1 PacifiCorp represents, covenants, and warrants to Seller that:
3.1.1 PacifiCorp is duiy organized and validly existing under the iaws of the
State of Oregon.
3.1-Z PacifiCorp has the requisite corporate power and authority to e,nter into
this Agreernent and to perform according to the terms of this Agreernent.
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it to
authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby.
3.1.4 Subject to Conrmission approval, the execution and delival' of this
Agreement does not contravene any provision o{ or constitute a default under, any
indanture, mortgage, or other material agreement binding on PacifiCorp or any valid
order of any court, or any regulatory agency or other body having authority to which
PacifiCorp is subject,
3.1.5 Subject to Commission approval, this Agreement is a valid and legaliy
binding obligation of PacifiCorp, enforceabie against PacifiCorp in accordance with its
terms (except as the enforceability of this Agreeurent may be limited by hankruptcy.
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 Agreem€nt may be subject to general principles of equity, whether or not such
enforceabilitv is considered in a procealing 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 existing under
the laws of Wyoming.
3.7.2 Seller has the requisite powff and authority to enter into this Agreernent
and to perform according to the tenns hereot 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, deiivery and performance of this Agreement and the
consummation of the transactions conternplated hereby.
3.2.4 The execution and delivery of this Agreement does not conhavane any
provision of, or constitute a default under, any indenture, mortgage, or other material
agreoment binding on Seller or afly valid order of any court, or any regulatory agency or
other body having authority to which Seller is sudect.
3.2.5 This Agreernsnt is a vaiid and legally binding obiigation of Seller,
enforceabie against Seller in accordance with its terms (except as the enforceability of
this Agreement may be limited by bankruptcy, insolvency, bank moratorirun or similar
laws affecting creditors' rights generally and laws restricting the availability of eguitable
rernedies and except as the enfotceability of this Agreanent may be subject to gurral
principies of equity. whether or not such enforceability is considered in a proceeding at
equity or in law).
3.2.6 The Faciliry is and shall for the term of this Agreeme,nt continueto be
three QFs, Seller has provided the appropriate QF certification, which may include a
Federal Energy Regulatory Commission self-certification to PacifiCorp prior to
PacifiCorp's execution of this Agreeme,nt. At any time PacifiCorp has reason to believe
during the term of this Agreement that Seller's status a.s a QF is in question, PacifiCoqp
may require Seller to provide PacifiCorp with a written legal opinion from an attomey in
good standing in the state of ldaho and who has no economic relationship. association or
nexus with the Seller or the Faeiliry, stating that the Facility is a QF and providing
suffisient proof (including copies of all documents and data as PacifiCorp may request)
demonstrating that Seller has maintained and will continue to maintain the Facility as a
QF.
3.2.7 All informaiion about the Facility set forth in Exhibit A and Exhibit B has
been verified by Seller and is true and accurate.
3.2.8 Seller is not in default under the Transmission Agreement(s), applicable
intercorurection agreanents or any other agreement related to this Agreement, and is
current on all ofits financial obligations under such agreernents.
3.2.9 Neither the Seller nor any of its principal equity owners is or has within
the past two (2) years been the debtor in any bankruptcy proceeding, is unable to pay its
bills in tlre ordinary course of its business, or is the subject of any legal or regulatory
action, the result of which could reasonabiy be expected to impair Seller's ability to own
and operate the Faciiity in accordance with the tenns of this Agreement.
3.2.1 0 Seller has not at any time defaulted in any of its payment obligations for
elechicity purchased from Pacifi Corp.
3.2.11 Seller is not in default under any of its other agreements and is current on
all of its financial obligations.
3.?,12 In artering into this Agreement and the undertaking by Seller of the
obligations set forth herein, Seller has investigated and determined that it is capable of
performing hereunder and has not relied upon the advice, experie,nce or expertise of
PacifiCorp in connection with the transactions conternplated by this Agreement.
3.2.13 Seller owns, and will continue to own for the term of this Agreement, all
required rights, title and interests in and to the Facility, free and clear of all liens and
encumbrances other than lietrs and encumbrances related to third-party financing of the
Facility. Any Seller leases. licenses or other grants of rights in real property required for
the operation of the Facility have terms through the Expiration Date of this Agreernent
and Seller is not in material breach of any terms of zuch leases or other rights in real
property for the Facility or Premise,
3.3 Notice. If at any time during this Agreanent, any Parly obtains actual knowledge
of any everlt or information which would have caused any of the representations and warranties
in this Section 3 to have been materially untrre or misleading when made, such Party shall
provide the other Party with written notice of the event or information" the representations and
warranties affected, and the action, if any, which such Party intends to take to make the
representations and warranties true and correct. The notice reguired pumuant to this Section
shall be given as soon as practicable affer the occurrence of each such went.
SECTION 4: DELryERY-oF ENERGY AISP CAFACITY
4,1 Deiiverv aEd Acceptance of Net, Output. Unless otherwise provided herein,
PacifiCorp will prrchase and Seller will se1l all of theNet Output frorn the Facility. Seller shall
not selI any Net Output from the Facility to any parfy other than PacifiCorp.
4.2 Energv Deliveqv Schedule. Seller shall prepare and provide to PacifiCorp. on an
ongoing basis, a written schedule of Net Energy expected to be delivered to tlte Point of Deiivery
by the Facility ("Enerry Delivery Sehedule"i, in accordance with the following:
4.2.1 Culiparv Scheduled Monthlv Enerev D.elivery. The Scheduled Monthly
Energy Delivery (and related adjustments and calculations) for the Culinary Facility shall
be separate from the Scheduled Monthly Energy Delive,r-v for the combined Upper
Facility and Lower Facility.
i0
Mon!h Culinarv F'acilitv Enerw Deliven,
(SMED"di"'*LkWh
January 82,092
February 65,859
March 63,006
April 54,120
May l r5:sr
June t48,214
July 163.245
August 138,978
Se,ptember 111,450
October 108,544
Novernber 98,652
December 93.545
4.2.2 Uprper and Lower Scheduled MortbJv EneEgv Deliver.v. The Scheduled
Monthly Energy Delivery for the combined Upper Faciiity and Lower Facility is as
follows:
Mouth
January
Fcbruary
March
April
May
June
July
August
September
October
Novernber
December
Upoer Fapilitv
Enerw Deliverr (kWh)
127,588
102,451
I15,425
I 84,750
345,845
546,866
539,905
413,450
274,580
256,245
178.562
I -(5.633
Lower f,'adlitvFnersv
Delivenr (kWh)
54,235
47,952
s9,825
86,520
187,699
301,939
291,02?
I45,365
I13.480
85,623
76,799
68,452
Faeilitv Enerw Deliverv
(SMEDoo*."nau*.IES&
I gl.g23
150,303
775,250
277,270
533.544
g4g,g05
829,924
55?,915
388.060
341.868
?55,36i
224.084
11
4.2.3 Beginning at the end of the ninth full calendar montlr of operation,
and at the end of every 3rd month thereafter. Seller shall supplement the Energy Delivery
Schedule with th,ree additionai months of fonpard estimates (which shall be appended to
this Agreement as Exhibit D) ("Subsequent EnergX Delivery Schedule"), such that the
Energy Delivery Schedule will provide at least six months of scheduled energy estimates
at all times, Seiler shall provide Subsequent Energy Delivery Schedules no later than
5:00 PM MPT of ttre 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 threc-month period
during the previous year.
4.2,4 Beginning with the end of the third month of operation, Seller may
no longer revise the immediate next three months of previously provided Energy
Delivery Schedule. Seller may, by written notice given to PacifiCorp no later than 5:00
PM of ths 5th day following the end of the previous month, revise all other previously
provided Energy Delivery Schedules for periods beyond three months. Failure to provide
timely written notice of changed amounts will be deerned to be an election of no change.
4.3 Adjustment of E{rersy Deliverv Schedule. lf PacifiCorp is excused from accepting
all or part of Seller's Net Ouput due to the occumence of circumstances specified in Section 6.2
and, or if Seller is excusod from delivery due to the occurrence of circumstances specified in
Section 6.7.3, or due to a combination thereof ("Qualifying Curtailmeut") the Scheduled
Monthly Energy Delivay for tbe Facility(ies) subject to such Qualifuing Curtailment (Scheduled
Monthly Energy Deliverylr*er and tower) or Scheduled Monthly Eneryy Deliveryl.ol;nar_r1 or both) will
be adjusted, pro rata ("Adjusted Scheduled Monthly Energr Deliverly"), The Adjusted
Scheduled Monthly Energy Delivry shall be calculated as follows:
sMED(adi) = sMEDt.t*[, it* - "Hr:, ^',)')
Where:
SMED61
SMED(adj) =
Hci
Ht
DRci
DRm
I
n
Scheduled Monthly Energy Delivery for the month in which the
curtailment occurs) where "(x)" connotes "Upper and Lowsr
Facility" or "Culinary Facility'' or "both"
Adjusted Scheduled Monthly Energy Deliverylxl for the month in
which curtaihnent occurs
total hours of tire Qualifuing Curtailment in the month subject of
this calculation
total hours in the month in whielr qrtailment occurc
the Maximum Curtailed Facility Delivery Ratel*1
the Maximum Facility Delivery Ratel*1
a Qualifying Curtailment affecting Facili ty1, 1
the number of Qualitfing curtaiLnents in the month affecting
Facility,*1
t2
I = tbe Facility subject to the Qualifying Curtailnrenu either "Upper
and Lower" or "C.ulinary"
Where Quaiifying Curtailments overlap, each distinct period of overlap shall be
calculated as a separate Qualifying Curtailment such that no hour within a month
may figure into more than one Qualifying Cunailment.
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
tkee months shall constitute an event of default.
SECTION 5: PURCIIASE PRICES
5.1 Energv.-Burchase Price. Except as provided in Section 5.3, PacifiCorp will pay
Seller non-levelize4 Conforming Energy or Non-Conforming Energy Purchase Prices for
capacity and energy calculated using separately applicable rates for "Upper and Lower" and
"Culinary'' Faoility and adjusted for seasonality and On-Peak/Off-Peak Hours using the
following forrnulae, in ac,cordance with Commission Order 30480 and Errata to Order 3M80:
Confomring Energy Purchase Price = A&. * MPM
Nou-Conforming Energy Purchase Price = An amount equal to the lower of [AR.. +
MPMI or PV-85
Where:
the Conforming Energy Annual Rate for the year of the Net Output. The
applicable rates for Net Output from the Upper Faciiity, l,ower Facility
and Culinary Facility are in Table i below;
the monthly On-Peak or Off-Peak multiplier from Table 2 beiow. that
corresponds to the month of the Net Output and whether the Net Output
occurrci during On-Peak Hours or Off-Peak Hotus.
85o/o of the monthly weighted averagc of the daiiy Index Price.
Example calculations are provided in Exhibit G,
Table l- Conforming Energv Annual Rates for Upper Facili6', Lower Facility and
Culinary Facility
Year
Conforming Energy
Annual Rate, Upper,
Lower, and Culinara
(AR*)
$/Il{wh
2014 55.21
2015 56.89
201 6 62.1'.l
A&" :
MPM =
PV-85 =
l-1
T able 2 : Monthly On-Peali/Off-Peak Multipliers
Month On'Peak
Hours
Off-Peak
Hours
January l03o/o 94oio
Pebruarv 105ozi,97o/o
March 9So/s 80%
April 9sYo 760/o
Mav 92Yo 630/o
June 940/o 650/o
Julv l2lo/o 9?o/o
Augusl l2lo/o r06%
Sentember l09o/o 99o/a
Ocfober 115o/o 105%
November l|0o/o 96%
December t?90/o t20%
5.2 Payment
For the Billing Period in each Contract Year:
5.2.1 If Net Energy delivered to the Point of Delivery is between 90% and
Payment = Conforming Energy (k!\4r) times Conforming Energy Purchase Frice
($nvlwh) divided by 1000.
5.2.2 If Net Enerry delivered to the Point of Deiivery is less th'an 90?t of
the Scheduled Monflrly Energy Delivery, then:
Paynent = Non-Conforming Energy (kwh) times Non-Conforrning Energy
Purchase Price ($iIvIWh) divided by 1000.
5.2.3 if Net Energy delivered to the Point of Delivery is greater than I l0%
of the Scheduled Monthly Energy Delivery, then:
Payme,nt = Conforming Energy (k$tr) times Conforrring Energy Purchase Price
($/fvIW, divided by 1000 pius Non-Confonning GSfh) times Non-
Conforming Energl Furchase Price ($/MWh) divided hy 1000,
5.3 Inadvertpnt Enerey. PacifiCorp may accept lnadvertent Energy at its soie
discretion, but will not purchase orpay for Inadverte,lrt Energy.
SECTION 6: OPERATION AND CONTRQL
6.1 Seller has previously provided the As-Built Suppiement, which is incorporated
into this Agreement by refererrce. Seller shall operate and maintain the Facility in a safe manner
in accordance with this Agreernent, the Facility's generation interconnection agreernent, if
applicable, Transmission Agreanrent(s). Prudent Electrical Practices and in accordance with the
I10% of the Scheduled Monthly Energy Delivery, then:
14
Requirements of Law and the National Electric Safety Code as sueh larvs and code may be
amended &om time to time. PacifiCorp shall have the riglrt to inspect the Facility to confirm tirat
Seller is operating the Facility in accordance with the provisions of this Section 6 upon
reasonable notice to Seller. Seller is solely responsible for the operation and mainte,nance of the
Facilit-v. PacifiCorp sha1l not, by reason of its decision to inspect or not to inspect the Facility. or
by any action or inaction taken with respect to any such inspection, assume or be held
responsible for any liability or occurre,nce arising from the operation and maintenance by Seller
of the Facility.
6.2 PacifiCorp shali not be obligated to purchase, receive, pay for, or pay any damages
associated with Net Output (and from receiving Inadvertent Energy) if such Net Output (or
Inadvertent Energy) is not delivered to the Point of Delivery due to any of the following: (a) the
interconnections between the Faciiity and the Transmitting Entity's system are disconnected,
suspended or interrupted, in whole or in part, the Transmission Agreernort(s) are terminated,
suspe,nded or interrupted, or the Transmitting Entity curtails services to the Point of Delivery', (b)
PacifiCorp Ttansmission directs a ganeral curtailment, reduction, or redispatch of generation in
the area (which would include the Net Oupu$ for any teasofl (even if such curtailme,:rt or
redispatch directive is carried out by PacifiCorp, which may fulfill such directive by acting in its
sole dissretion) or if PacifiCorp curtails or othenvise reduces the Net Output in order to meet its
obligations to the PacifiCorp Transmission to operate within system limitations, or (c) an event of
Force Majeure prevents either Party from delivering or receiving Net Output
6.-i Seller shall reasonably determine the MWh amount of Net Output qrtailed
pursuant to Section 6.2 aft.er the fact based on the amount of energy that could have been
gen€rated at the Facility and delivered to PacifiCorp as Net Output but that was not generated and
delivered because of the curtaiirnent. Seller shall promptly provide Pacifi,Corp witlr access to
such information and data as PacifiCorp may rea.sonably require to confirm to its reasonable
satisfacfion the amount of energy that was not generated or delivered because of a curtailment
described in this Section 6.2 and to perform and confirm the calculations described in Section 4.3.
6.3.1 Upon termination of each curtailment, each Party having knowledge ofthe
curtailment shall bansmit to the other Parry, within ten (10) business davs, a writterr
statement documenting the cause of curtailment" the time curtailment comrnenced, the
amount of curtailment during each hour of the curtailment period, and the time
curtaiiment ended-
6.3.2 At the end of each Billing Period, Selier shall calcuiate the curtailed
energy! including the Maximum Curtailed Facility Delivery Rate. for each curtailment
during that Billing Period and transmit a surnmary statement of such calculation to
PacifiCorp prior to the end of the next month. Seller shall attest to the accuracy of ix
cal culation of curtailed energy.
6.4 Seller acknowiedges that PacifiCorp, acting in its merchant capacity function as
purchaser undel this Agreeinent, has no responsibility for or control over PacifiCorp
Transmission or any successor transmission provido or network service provider and tirat
interaction hetween PacifiCorp and PacifiCorp Transmission are at arm.s' Iength pursuant to the
Tariff ar:d FERC Order No. 888 and related regulation.
15
6.5 At least ninety (90) days before the first day of each caiendar quarter, Seller shall
provide PacifiCorp with written notice of the Facility's planned Net Output generation schedule
("Schedule") for that calendar quarter. At least ten (10) days before the beginning of each month,
Seller shall notifo PacifiCorp in writing of any changes or updates to the Schedule for that month.
At or before 0730 MPT on the day before a given day of delivery, Seller shall notify PacifiCorp's
generation coordinator desk, by telephoning 503-813-6090 or sending a facsirnile to 503-813-
6265, of any changes to the Schedule for the delivery day. Seller shall notify PacifiCorp's
generation coordinator desk no later than two houn followirrg the commencement of an eveut of
Force Majeure, unscheduled outage or unscheduled derate, of the expected duration of any such
event. The Schedule made pursuant to this Section 6.5 is independent of and does not alter the
Energy Delivery Schedul e.
6.6 Under no circumstances will the Seller deliver Net Ouput and/or Inadvertent
Energy from the Faeility to the Point of Delivery in an amount that exceeds the Maximum
Facility Deiivery Rate, except as provided in Addendum W. Seller's failure to Iimit deiiveries to
the Maximum Facility Delivry Rate shall be a material breach of this Agreement.
6.7 Outages.
6.7.1 Except as otherwise provided herein, Seller shall not schedule a Planned
Outage during any portion of the months of December. January, July, and August, except
to the extent a Planned Outage is reasonably required to avoid an adverse impact on the
Facility. Seller shall. in accordance with Exhibit D. provide PacifiCorp with an annual
forecast of Planned Outages for each Contract Year at least one (1) month. but no more
than three (3) months, before the first day of that Contact Year, and shall promptly
update suclr schedule, or otherwise change it only, to the extent that Sella is reasonably
required to change it in order to comply witlr Pruderrt Electrical Practices. Seller shall not
schedule more than one hundred fiftV (t50) hours of Planned Outages for eaclr calendar
yeal.
6-7.? If Seller reasonably deterrnines that it is necessary to schedule a
Maintenance Outage, Seller shall notify PacifiCorp of the proposed Maintenance Outage
as soon as practicable but in any event at least five (5) business days before the outage
begins (or such shorter period to which PacifiCorp may reasonably consent in light of
then existing conditions). Upon such nodce, the Parties shall plan the Maintenance
Outage to mutualiy accommodate the reasonable requirements of Seller and the service
obligations of PacifiCorp. Seller shall take all reasonabie measures and use best efforts
consistent with Prudent Electrical Practices to not schedule any Maintenance Outage
during the following periods: June 15 through June 30, Juiy, August, and Septonbo I
through September 15. Seller shall include in such notice of a proposed Maintenance
Outage the expected start date and time of the outage. the amount of generation capacity
of the Facility that will not be available, and the expected completion date and time of the
outage. Seller may provide notices under this Section 6.7-2 otally. Seller shali confirm
any such oral notification in writing as soon as practicabie. PacifiCorp shall promptly
respond to such notice and may request reasonable modifications in the schedule for the
outage. Seller shall use all reasonable efforts to compiy with PacifiCorp's request to
modify the schedule for a Maintenance Outage if such modification has no substantial
use
for
l6
inrpact on Seller. Seller shall notifu PacifiCorp of any subsequent changes in generation
capacity of the Facility during such Maintenance Outage and any changes in the
Maintenance Outage completion date and time. Seller shall take ali reasonable rneasures
and exercise its best efforts consistent with Prudent Electrical Practices to minirnize the
frequency and duration of Maintenance Outages.
6.7.3 Seller shall promptly provide to PacifiCorp an oral report, via telephone to
a number specified by PacifiCorp, of any Forced Outage of the Facility. If the Forced
Outage is not caused by neglec! disrepair or lack of adequate preve,ntative maintenance,
Sell€r may ternporarily suspend deiiveries of Net Output after providing the report. Such
report shall inciude the amount of getreration capacity of the Facility that will not be
available because of the Forced Outage and the expected return date and time of such
generation capacity. Seller shall promptly update the repon as n@essar), to advise
PacifiCorp of changed circumstances. lf the Forced Outage resulted in more tiran 15% of
the Facility Capacity Rating of the Faciliry being unavailabie, Seller shall confirm the
oral report in writing as soon as practicable. Selier shall take all reasonable measures and
exercise its best efforts consistent with Prudent Electrical Practices to avoid Forced
Outages and to minimize their duration.
6.7.4 Without lirniting other uotice requirements, Seller shall notift PacifiCorp,
via telephone to a nunrber specified by PacifiCorp, of any lirnitation. restriction, derating
or outage known to Seller that affects the geireration capacity of the Facility in an amount
greater than five percent (596) of the Pacility Capacity Rating for the following day.
Seller shall promptly update such notice to reflea any material changes to the
information in zuch notice.
6.8 Seller shall include Planned Outages and Maintenance Outages that Seller
reasonably expects to encounter in the ordinary course of operating the Facility into the
Scheduled Monthly Energy Delivery amounts in the Energy Delivery Schedule prepared in
accordance with Exhibit D.
6.9 Upon reasonable prior notice and subject to the prudent safety requirements of
Seller, and Requirements of Law relating to workplace health and safety, Seller shall provide
PacifiCorp and its authorized agents, employees and inspectors ('?acifiCorp Representatives")
with reasonable access to the Facility: (a) for the prrrpose of reading or testing metering
equipment, (b) as necessary to witness any acceptance tests, and (c) for other reasonable purposes
at the reasonable request of PacifiCorp.
SECTION 7: MOTIVE FORCE
Prior to the EfFective Date of this Agreernent, Seller provided to PacifiCorp an engineering
report for Seller's Facility demonstrating to PacifiCorp's reasonable satisfaction: (l) the
feasibility that the combined Net Energy delivery of the Upper Facility tlie lxrwer Facility and
the Culinary Facility will equal or exceed 6,007,666 kWh in each fuil calendar year for the fuII
term of this Agreement; and (2) the likeiihood that the Facility. under average design conditions.
will generate at no more than 10 aMW in any calendar month ("Motive Force PIan") acceptable
to PacifiCorp in its reasonable discretion and attached hereto as Exhibit F-1, togetha'with a
17
certification from a Licensed Professional Engineer attached hereto as Exhibit F-2, cer"tifoing to
PacifiCorp that the Facility can reasonably be expected to perform as predicted in the Motive
Force PIan for the duration of this Agreernent.
SECTION 8: METERINGAT THP POINT OF INTERCONNECTION
8.1 Metering shall be performed at the location and in I manner consisteirt with this
Agreement, as specified in Exhibit B. Seller shall provide to PacifiCorp metered Facility Net
Output in hourly increments, and any other energy measurements required to administer this
Agreement. lf 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 zuch data is useful
to PacifiCorp's adminiskation of this Agreanent. Seller's metered output shall be adjusted to
account for electrical losses, if any, betwee,n the point of meteringxl and the Point of
Interconnectior\*) ("Adiusted Metered Output"). The loss adjustrnent strall be 2o/o of the kWh
energy produetion 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 Agreernent (e.9., disallowance of lnadvertent Energy), PacifiCorp shall subtract Seller's
station service load from Seller's adjusted metered output to detennine Net Output.
8.2 Seller shall pay for the irxtallation. testiog, and maintenance of any metering
required by Section 8.1, and shall provide reasonable accqts to such meters. PacifiCorp shall
have reasonable access to inspection. tesiing, repair and replacement of the metering equipment.
If any of the inspections or tests discloses a measuretneff error exceeding two percent (29'o),
either fast or slow, proper correction, based upon the inaccuracy found, shall be made of
previous readings for the actual period during which the metering equipment rendered inaccurate
measurements. Any cnrrection in billings or payments resulting from a correction in the meter
records shall be made in the next monthly billing or payment rendered foliowing the repair of the
met€r, or during the shortest reasonable period.
SECTION 9: BILLTNGS. COMPUTATIONS AND PAYME.NTS
9.1 On or before the thirtieth (30th) day following the end of each Billing Period,
PacifiCorp shall send to Seller paynent for Seller's deliveries of Net Output to PaeifiCorp,
together with computations supporting such payrent. PacifiCorp may offset any such paymant
to reflect ail:rounts owing from Seller to PacifiCorp pursuant to this Agreement and any other
agreement(s) between the Parties.
9.2 Any amounts owing after the due date thereof shall bear interest at the Prirne Rate
plus two percent Qo/o) fromthe date due until patd,; provided, however,that the interest rate shall
at no time exceed the maximum rate allowed by applicable law.
SECTION IO: DEFAULTF AND REMF.DITTS
10.1 The following events shall constitute defaults under this Agreement:
l8
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) day.s sftr' PacifiCorp gives Seller a
notice of the default.
10.1.2 Breach by a Party of a representation or warranty set forth in this
Agreemen! if such failure or breach is not cured within thirty (30) days following writtan
notice by the non-defaulting Party.
10.1.3 Seller's failure to cure any default under any commercial or
financing agreernents or instrument (including the Facility's generation interconnection
agreanents or Transmission Agreernent(s)) within the time allowed for a cure under zuch
agtreem ent or instrument.
10,1.4 A Party (a) makes an assignment for the benefit of irs creditors;(b)
files a petition or otherwise cotrun€mces, authorizes or acquiesces in the cornmencement
of a proceeding or cause of action under any bankruptcy or similar law for the protection
of creditors, or has such a petition filed against it and such petition is not withdrawn or
dismissed within sixty (60) days after such filing; (c) becomes insolvent; or (d) is unable
to pay its debts when due.
10.1.5 A Material Adverse Ctrange has occurred with respect Lo 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.
10.1.6 A Party otherwise fails to perform any material obligation imposed
upon that Prty by this Agreement if the failure is not cured within thirty (30) days after
the non-defaulting Party gives flre defaulting Party notice of the defaulq provided,
however, that, upon written notice &om the defaulting Party, this tbirty (30) day period
shall be extended by an additional ninety (90) days if (d the faih:re cannot reasonabiy be
cured within the thirty (30) day period despite diiigant efforts, (b) the default is capable
of being cured within the additional ninety (90) day perio{ and (c) the defaulting Party
commsnces the cure within the original thirty (30) day period and is at all times thereafter
diiigeirtly and confinuously proceeding to cure the failure.
10.2 [n the event of any default hereunder. the non-defaulting Party rnust notifu the
defaulting Part'y in writing of the circumstances indicating the default and outiining the
requirements to cure the defuult. If the defauit has not been cured within the presrxibed time,
above, the non-defaulting Party may terminate this Agreernent at its sole disctetion by delivering
written notice to the other Party and may pursue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in this Section l0 are cumulative such
that the exercise of one or more rights sh'all not constitute a waiver of any other rights.
10.3 In the event this Agree.ment is tenninated because of Seller's default and Seiler
wishes to again sell Net Output frorn the facility using the same motive force to PacifiCorp
following such temrination. 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
19
(Section 5), until the Expiration Date (as set forth in Section 2.1)- At such time Selle{ and
PacifiCorp agree to execute a written doeument ratifuing the tenns of this Agreanent.
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 administative cost to acquire the replacement power ("Net Repl;acement Power
Costs"). Net Replacement Power Costs equais the sum of (t) the Replacemeat Price for
Facilityl**r, lowr and culiruryj times the Replacernent Volume for Facilitylupper.lower and curinaryy for each
day of the Replacement Period; and (2) the estimated administrative cost to the utility to aquire
repiaceme,nt powEr,
Where:
"Replacemetrt Price" equals the positive difference, if any, of the Index Price minus the
weigirted average of the On-Peak and Off-PeaI Conforming Energy Pricesl and
"Replacement Volume" eq r4ls the appiicable Scheduled Monthly Energy Delivery
divided by the number of days in that month.
10.5 Upon an event of defuult or termination event resulting from default under this
Agreeme,nt, in addition to and not in limitation of any other right or rernedy under this
Agreement or appiicable law (inciudrng any right to set-offl, counterclaim, or othemrise withhold
payment), the non-defaulting Party may at its option set-off, against any anounts owed to the
defaulting Party, any amounts owed by the defaulting Party under any contract(s) or
agreement(s) between the Parties. The obiigations of the Parties shall be deerned satisfied and
discharged to the extent of any such set-off. The non-defaulting Party shall give the defaulting
Party written notice of any set-off, but failure to give such notice shall not affect the validity of
the set-off.
10.6 Amounts owed by Seller pursuant to this paragraph shall be due within five (5)
business days after any invoice &om PacifiCorp for the same.
SECTION 11: INDEMNIEI9ATION
11.1 Indernnities.
11.1,1 Indemniry bv Seller. Seller shall release, indernnifo and hold
harmless PacifiCorp, its directors. officers, ag:ellts? and represeartatives against and from
any and all loss, fines. penalties, claims, actions or suits. including costs and attorney's
fees, both at trial and on appeal, resulting from, or arising out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and af the Point of
Delivery. (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facility, or (d) arising from this Agreement, including without
lir:ritation any loss. claim, action or suil for or on account of injury," bodily or otherwise,
to, 01' death of, persons, or for damage to, or destruction or economic loss of property
belonging to PacifiCorp, Seller or others. excepting only such ioss. ciaim. action or suit
20
as rnay be caused solely by the fault or gross negligence of PacifiCorp. its directors,
offi cers, ernployees, agents or representati ves.
11.1,2 Indernnity by PacifiCorp. PacifiCorp shall release, indemnify and
hold harmless Seller, its directors, officers, agents, Lenders and representatives against
and from any and all ioss, fines, penalties, claims, actions or suits, including costs and
attorney's fees, both at trial aud 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
rnJury, bodily or othenvise, to. or death of, persons, or for damage to, or deskuction or
ec,onomic loss of property, exeepting only such losso claim, action or suit as may be
caused solely by the fault or gross negligence of Selleq its directors, officers, employees,
agents, Lenders or representatives.
I 1.2 No Dedication. Nothing in this Agreonent shall be construed to create any duty
to, Bny standard of care with reference to, or any liabiiity to any person not a Party to this
Agreemant. No undertakrng by one Party to the other under any provision of this Agreanent
shall constitute the dedication of that Party's system or any portion &rereof to the other Party or
to the public, nor affect the status of PacifiCorp as an independent public utility corporation or
Selle, as an inde,pendent individuai or entity.
ii.3 C9NSEOUENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED TN THE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT, NEITHER PARTY SHALL BE LTABLE TO THE OTHER PARTY FOR
SPECIAL, PUNITIVE. INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LiABTLITY, STATUTE OR OTHERWISE.
SECIION 12: LIASILITY AND INSURANCE
12.1 Without limiting any liabilities or any other obiigations of Seller urrder this
Agreeme,nt, Seller shall secure and coutinuously carry with an insurance company or companies
rated not lower than "A-A/II" by the A.M. Best Company the insurance coverage specified
below:
12.1.1 Workers' Conopensation. Seller slrall comply with all applicable
Requirements of Law.
12'1-? Emplovers' Liabiliqv. Seller shall maintain employers'liability insurance
with minimum limits covering bodily rnjufv for: $500,000 - each accident, $500,000 by
disease - each anployee, and 5500.000 by disease - poliey iimit.
12.1.3 Cornmercial General Liabililv. Seller shall maintain insurance to include
prenrises and operations, co:rtractual Iiabilit5,. with a minimurn single iimit of
S i,000.000 each oocurrence to protect against and from loss by reason of injury to
21
persons or damage to property based upon and arising out of the activity under this
Agreement.
12.1.4 Business Aufgmobile Liabilitv. Seller shall secure and continuously carry
business automobile liability insurance with a minimum single limit of $1,000,000 each
accident covering bodily ,njury and propemy damage with respect to Seller's vehicles
whether owned, hired or non-owred,
12.1-5 Umbrpllp/Excess Liability. Seller shall maintain urnbrella or excess
liability insurance on an occunence and foilowing form basis with a minimum limits as
follows:
(a) Facility Capacity Rating urder 200 KW - $1,000,000
(b) Facility Capacity Rating at or above 200 KW - S5,000,000
12.1.6 Prope,l:ty Insurarrce. Seiler shall maintain property insuranc,e covering
equipment and structures in an amount at least equal to the fuU replacemeirt value for
"all risks" of phvsical loss or damage, including coverage for earth movement, flood,
boiler and machinery, and business internrption. The policy may contain separate sub-
limits and deductibles subject to insurance cornpany undenrrriting guidelines. Property
insurance will be maintained in accordance wi& tenns available in the insurance
rnarket for similar facilities.
1?.2 Except for workers' compensation and property insurance, the policies required
herein shall include provisions or endorsements as follows:
12.2.1 naming PaeifiCorp, parent, divisions, officers. directors and smployees
as additional insureds;
12-2'2 include provisions that such insurance is primary insurance with respect
to the interests of PacifiCorp and that any other insurance maintained by PacifiCorp is
excess and not contributory insurance with the insurance required haeunder, and
12.?.3 goss iiability coverage or severability of intaest-
17.2'4 Unless prohibited by applicable Requiremarts Law, all required
have no riglrt ofpolicies shall contain provisions that the insurer
recovery or subrogation against PacifiCorp.
12.3 Prior to connection of the Facility to PacifiCorp's electric system, or another
utility's electric system if deiivery to PacifiCorp is to be accomplished by wheeling, Sellu' shall
secure and continuously carry insurance in compliance with the requirements of this Section.
Seller shall provide PacifiCorp insurance certificate(s) confirming Seller's compliance with the
insurance requirements hereunder. lnsurance certificate confinning cornpliance shall be
provided to PacifiCorp by Seller at least annually and each tirne a new insurance policy is issued
or becomes effective.
1?.4 Commercial General Liability coverage wriften on a "claims-made" basis, if any,
shall be specifically identified on the certificate, and Seller shall be rnaintained by Seller for a
minirnum period of five (5) years after the completion of this Agreement and for such other
length of time necessary to covet liabilities arising out of the activities undEr this Agreement.
lZ.5 PacifiCorp may review this schedule of insurance as often as once every two (2)
years. PacifiCorp may in its discretion require Seller to make reasonable 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 typically obtained or required
for power generation facilities cornparable to the Facility at the time PacifiCorp's review takes
place.
SECTION 13: FORCE MAJEURE
13.1 As used in this Agreement, "Force Majeure" or "an event of tr'orce Majeure"
means any cause beyond the rea^sonable control of the Seller or of PacifiCorp whicir, despite ttre
exercise of due diligence, such Party is unable to prevent or overeome. By way of exarnple,
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil
stife, skikes, and other labor distwbances, earthquakes. fires, lightning epidernics, sabotage,
restaint by court order or other delay or failure in the perforrnanoe as a result of any action or
inaction on beiralf of a public authority whicb is in each case (i) beyond the reasonable conhol of
such Party, (ii) by the exercise of reasonable foresight such Party could riot reasonably have been
expected to avoid and (iii) by the exercise of due diligence, zuch Party shall be unable to prevent
or ovcrcome. Force Majeure, howeve,r, specifically excludes the cost or availability of fuel or
motive force to operate the Facility or ehanges in market conditions that affect the price of
energy or tansrnission, If Either Party is rendered wholly or in part unable to perforna its
obligation under this Agreement because of an event of Force Majeure, both Parties shall be
excused from whatever performance is affectedby the event of Force Majeure, provided that:
13.1.1 the non-performing Party, shall, within two (2) weeks after the
occurrence of the Force Majeure, gve the other Party written notice describing the
particulars of the occulrence, including the start date of the Force Majeure, the cause of
Force Majeure, whether the Faciiity remains partially operational and the expected end
date of the Force Majeurel
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 the nori-performing Party uses its best efforts to remedy its inabiiity
to perfor$ and
13.1.4 the non-performing Pariy shall provide prompt written notice to the
other Party at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that were required" as a result of the Force
Majeure event, and the end date of the Force Majeure,
t-7
13.2 No obligations of either Party which arose before the Force Majeure causing the
suspension of performance shall be excused as a result of the Force Majeure,
13.3 Neither Pa(y shall be required to settle any strike, walkoul lockout or other labor
dispute on terms which, in the sole judgment of the Party involved in the dispute, are contrary to
the Party's best interests.
13.4 PacifiCorp may terrninate the Agreement if Seller fails to rernedy Seller's inability
to perform, due to an event of Force Majeure, Within six (6) months after the occurrence of the
eve,nt of Force Majane.
SECTIQN Ia: .$EVERAL OBLIGA.ILONS
Nothing contained in this Agreernent shall ever be construed to create an association, trust,
partrrership or joint venture or to impose a trust or partnership duty, obligation or liabiiity
between the Parties. If Seller includes two or more parties, each such party shall be jointly and
severaliy liable for Seller's obligations under this Agreernent.
SECTION 15: CHOJCE OF LAW
This Agreernent shall be interpreted and enforced in accordance with the laws of the state of
Idaho. excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 16: P.SBL INVALIDIIY
It is not the intetrtion of the Parties to violate any Requirernents of Law governing the subject
matter of this Agreement. If any of the terms of the Agreernent are finally held or determined to
be invalid, illegal or void as being contrary to any Requirements of Law or public policy, all
other terms of the Agreement shall remain in effect. if any tenns are finally held or detennined
to be invalid, illegal or void, the Parties shall enter into negotiations concerning the tenns
affected by such decision for the purpose of achieving conformity with applicable Requirerrents
of Law and the intent of the Parties to this Agreement.
$ECTION 17: WAIYER
Any waiver at any time by either Party of its riglrts with respect to a default under this
Agreemerrt or with respect to any other matters arising in connection with this Agreernent must
be in writing. and such waiver shall not be deerned a waiver with respect to any subsequent
default or other matter.
SECTION 1 8: GOYERNMENTAL JURISDICTION AND AUTHORIZATIONS
This Agreement is subject to the jurisdiction of those Govemmental Authorities having conrol
ovel either Party or this Agreeme,rrt. PacifiCorp's compliance with the tenns of this Agreement
is conditioned on Seller maintaining all local, state and federal licenses, permits and other
24
approvals as then may be required by law for the construction, operation and maintenance of the
Facility.
SECTION 19; SUCCESSORS AI..{D ASSIGNS
This Agreerne,nt and all of the terms and provisions hereof shall bebinding upon and inure to the
benefit of the respective successors and assigrrs of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written conse,nt of both Parties being
first obtained. Such consent shall not be unreasonably withlreld. Notwi*rstanding the foregoing,
any entity with which PacifiCorp may consolidate, or into which it may merget or to which it
may c,onvey or transfer substantially ail of its eiectic utility assets, shall automatically. without
further act, and without need of consent or approval by the Seller, succeed to all of PacifiCorp's
riglrts, obligations, and interests under this Agreement. This articie shall not prevent a financing
entity with recorded or seflred rigtrts from exercising all rights and remedies available to it
under law or contract. PacifiCorp shall have the right to be notified by the financirrg entity that it
is exercising such rigbts or remedies,
SE9TION 20: ENTI-RE AGREEMENT
This Agreement supersedes all prior agreements, proposals, representations, negotiations,
discussions or letters, whether oral or in writing, regarding PacifiCorp's purchase of Net Ouput
from the Facility. No modification of this Agreemant shall be effective unless it is in writing and
si*ened by both Parties.
SECTION 21: , JURY TBI+a.L WAIVER
EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY
WAIVES TTIE RIGHT TO A TRI"AL BY JURY iN RESPECT OF ANY LITIGATION BASED
ON THIS AGREEMENT, OR ARJSING OUT OF. UNDER OR IN CONNECTION WITH
THIS AGREEMENT AND ANl' AGREEMENT EXECUTED OR CONTEMPLATED TO BE
EXECUTED IN CONJLTNCTION WITH THIS AGREEMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF AI\n' PARry HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT TO EACH OF THE PARTIES FOR ENTERING HERETNTO. EACH PARTY
HEREBY WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION. PROCEEDING OR
COTINTERCLAiM ARISING OLIT OF OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED
IN CONJUNCTION WITH THIS AGREEMENT, OR ANY MATTER ARISING
HERETJNDER OR THEREUNDER, WITH ANY PROCEEDING IN WHICH A JUR)' TRIAL
HAS NOT OR CANNOT BE WATVED.
SECTION 22: NOTICES
22.1 All notices except as otherwise provided in this Agpeement shall be in writing,
sirall be directed as follows and shal1 be considered delivered if deijvered in person or when
Notices Paci{iCorp Seller
All Notices PacifiCorp
825 NE Multnomah Street
Portland, OR 97232
Attn: Contract Administration,
Suite 600
E-mail : SmallQF@P acifi Corp. com
Phone: (503) 813 - 5380
Facsimile: (503) 813 - 6291
Duns: 00-790-901 3
Federal Tax ID Nunber: 93-0246090
Lower Valley Energy, lnc.
POBox 188
Afton, Wyoming 83110
Attention Jim Webb.CEO
Phone [phone]'l7s
Pacsimile: [phone]
AII Invoices:Athr: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimitre: (503) 813 - 5580
Attention Gaylynn Turner
Phone [phone]
Facsimile: [phone]
Seheduling:Atfir: Resource Planning, Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 -6265
Attention Rick Knori
Phone: [phone]
Facsimile: (307) ?39-l 61 0
Payments:Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Attention Gaylynn Turner
Phone [phone]
Facsimile: [phone]
\ilire Transfer:Bank One N.A.
To be provided in separate letter from
PacifiCorp to Seller
To be provided in separate letter
from Lower Valley Energy to Buyer
Credit and
Collections:
AtEr: Credit Manager, Suite 700
Phone: (503) 813 - 5684
Facsimile: (503) 8i 3-5609
Attention Gaylynn Tumer
Phone [phone]
Facsimile: [phone]
With Additional
Notices of an
Event of Default
or Potential
Event of Default
to:
Attn: PacifiCorp General Counsel
Phone: (503) 8i3-5029
Facsimile: (503) 8l 3-676]
Jarnes Webb, CEO
Lower Valley Energy. Inc.
Phone [phone]
Facsimile: [phone]
deposited in the U.S. Mail, postage prepaid by certified or registered
requested
and retum receipt
Tire Parties may change the person to whom such notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Subsection.
26
IN WIINESS WHEREOF, thc Parties hereto havc caused this Agresrlent to be cxecuted
in their respective names as of the date first above writterr.
and QF Contacts
Gr^lS L.tb-?.ot.t
2'7
EKIIBIT A
DESCRIPTION OF SELLER'S FACILITY
lSeller to Compl.etel
Seller's Facility consists of three QFs, designated Facilitnu*cr1, Facilityluppcrh and Facilityl.ul;-,yy
in this Agreernent. Together, the Faciiity is described as:
Facility Capacity Ratin&uppcrr: 940 kW
Faciiity Capacity Ratin&rwcr): 535 kW
Faeility Capacity Ratingortinaryli 225 kW
Facllity CapacityRating: 1,700 kW
Ide,mtifu the Maximum Facility DeliveryRate:
Maximum Facility Delivery Ratq*po1: 940 kW
Maximum Facility Delivery Rate(uwed: 597 kW
Maximum Facility Delivery Ratqgufiel'y1: 261 kW
Marimum Facili{y Delivery Rate: 11798 kW
A-l
EXHIBIT A-Lower
DESCRIPTION OF SELLER'S FACILITY(LowER)
[Seller to Completel
Seller's Facilify consists of one generator manufactured by Emerson Motor Company. More
specificallyo each generator at the Faciiity is described as:
Type (synchronous or inductive): 51 Induction Generator
Nameplate Part No.: 370780-000
Number of Phases: 3
Rated Output (kW): -s97 Rated Output (kVA): 746
Rated Voltage Qine to line): 480
Rtted Current (A): Stator: 935 & Rotor: Induction 935 A
Maximum kW Output ("Maximum Facility Delivery Rate(ro*0"1"): 597 kW
IYlaximum kVA Output: 746 kVA
Minimum kW Output: 0 kW
Manufacturerts Guaranteed Cut-in Wind Speed [if applicable]:N/A
Facility Capacity Rating: 535 kW at Hz 60 A 935_
Identifu the maximum output of the generator(s) and describe any differences between that
output and the Nameplate Capacity Rating:
Station serviee requiremente, and other loads served by the Facffi, if any, are described
as follows: Station servie loads are metered and connected oB a septrate service and meter frorn
the 12.47 kv distuibution system through a 1201240 single phase service. Station Senrice loads
are estimated to be 12,000 KWH per ygar
Location of the Facility: The Facility is located in Uncoln County, W Wyoming. The location
is more particularly described as follows:
The project is located on Swift Creek, in Lincoln County, Wyomirg, partially within the
Bridger-Teton National Forest at approximately 42o43' 4?.3531" N and I 10"55' 00.70858" W.
Power factor requiremen8:
Rated Power Factor (PF) orreactive load (kVAR): PF = .81
A-(lowerl-l
EXHIBIT A- Upper
DESCRIPTION OF SELLER' S FACILfna(uppER)
[Seller to Complete]
Seller's Facilityl**r) consists of one generator manufactured by Mmelli Motori. More
specifically, each generator at the Facility(upp.r) is described as:
Type (synchronous or inductive): SI Induction Generator
Model: C4G500 LC 10
Number of Phases: 3
Rated Output (kW): 9a0
Rated Voltage fline to line):
Rated Output(kVA):
Rited Current (A): Stator: i 13 I A; Rotor: Induction I 131 A
Maximum klff Output (oMaximum Facility Delivery Rate1rpp".1o'): 940 kW
Maximum kVA Output:986 kVA
Minimum kW Output: 0 kW
Manufacturer's Guorauteed Cut-in Wind Speed [if applicablel:
S'acility Capacity Rntinglupp"rlr 940 kW at Hz 60 A
1360
ldentifu the Maximum Facility Delivery Ratquppery and describe any differences between that
output and the Facility Capacity Ratinguppsrl:
Station service requirements, aud other loads serryed by the Facilitytupperll if any, are
described as follows: Station service loads are metered and connected on a sepsrate service and
meterfromthe 12.47lr.'t distributionsystemthrough al20l240 singlephaseserdce.
Locatiou of the Faeilitylupp.ry: The.Faciiityluppcrl is located in Lincoln County, W Wyoming.
The location is more particularly desaibed as follows:
The project is located on Swift Creel in Lincoln County, Wyoming, partialiy within the
Bridger-Teton National Forest at approximately 42o43'N and i 10o54' W.
Power factor requirements:
Rated Power Factor (PF) or reactive load (kVAR): PF = .83
A-(upper)-t
E)CIIBIT A - Culinrry
DESCRiPTION OF SELLER'S FACILIIYISSSN^R9
[Seller to Complete]
Seller's Facili$ta*r-y) coneists of one geirerator rnanufactured by Emerson Motor Technologies.
More specifically, each ggn€rat r arthe Facilityl*linary) is described as:
Type (synchronous or inductive): Inductive
Model: DI=68093
Number of Phaser: 3
R.ated Output (kW); 225 Rated Output (kVA):
Rated Voltage (line to line):
Rated Current (A): Stator: 480 A; Rotor:
-
A
ffiaximum kW Output (3'Maximum Factlity Deliverl' R*t€Guhrry)'): 261 kW
MaximumkVA Output
-kVAMinimumkW Output 325 kvf
Manufaeturer's Gulranteed Cut-in Wind Speed lif applicablel: N/A
Facitity Cepaeity Radngr*ur."y1t 225 kW at 60 Hz - A
-Identif"v the Maximum Facility Delivery Ratq*ri*'vl ald d.escribe anSr differences between that
ouput and the Facility Capacity Rating(sutinuy):
Stetiou service requirenente, and other loads eerred by the F'acitlty66eryp if anf,, are
described as follow$: Station service loads are metqed and connected or a s€,pararc s€rvice and
meter from the 12.47 kv distributioo system tluouglr a 120/240 singie phase service. Station
Service loads ate estimated to be 14,500 KWH per year
Loeetlor of the Facilitytcorinr4,;: The Facilityicurimvt is located in Lincolu County, Wyoming.
The locatiou is more particularly described as foliows: 42 43' 53' N and 1 10o 51' 43* W
Power factor requirements:
Rated Power Factor (PF) or reactive load ftVAR): PF = .72
A-(culinary)-l
EXEIBITB
SELLER'S INTERCONI{ECTION FACILITIES
[Seller to provide its own diagram and description]
POINT OF DELTYERY / SELLER'S II{TERCONNECTION FACILTTIES
lnstructious to Seller:
Describe the point(s) of meteriag, including the type of meter(s), aad tbe owner of the
meter(s) at Facility1ro.4 Faoilityl*or,, and Facilitylorlinary).
The Lower Swift Creek Facility and the Upper Swift Creek Facility are metered
separateiy. Thepoint of maering at eachFacility is in the secondary
comparftrent of the n7,480 step up transfortners. The Lowcr Swift Geek
Faciliry is a 750 kva tansformo, The Upper Swift Creek Facility is a 1500 icva
tansforraer. The metering is done by 500-5 CT's and a Gemstar IEMI0 meter.
The ueters are owned by Bonnorille Power Administration The Culinary is
metered in a 300 kva ransformer with 200-5 CT's along with a Ge,rnsta JEM10
meteri station service is metered with a Landis & Gyr FM2S meter both metffi
are owned by BoruroriUe Power Administ'ation.
Provide singie line diagrams of Faciiiry*0s,vu1. Facilitylr*oy, and Facility(ortirry) including
station use metsr, Facility output meter(s), lnterconnection Facilities, Points of
Inte,lponnection.
One-line diagrams of Facility1ro",o1, Facilityl**; and Faciiityicuiinary) are attached,
For Faciiitylbwcry tuld Facilrtylupper; t}le Point of Interconnection is the 12.47 kV
side of tre st€rp-up transformer. For Facilitylcurinaryl, the Point of interconflection is
tlre_high side of the 300 KVA step-up-transformer.
Sp.cify the Point of Deiivery. and any tansmission facilities on Seller's side of the Point
of Deiiver-v used to deliverNet Ouput.
The power wiil be deUvered from the L,ower Valley Energy distribution system fo
BPA, BPA will deliver the power to PacifiCorp at tlre Goshen Substation, See
attached one-line diagrarn
1.
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I
EXHIBIT C
REQUIRED FACiLITY DOCUMENTS
REQUIRED OF ALL FACILITIES:
QF Certifications:
Facilitylro,,.ry: QF 1 0-l 57-000
Facility1,,*'; QF 08-641-000
Facilitylorp;,s'vi QF I 1-61-000
FERC Hydro Licenses:
Facilitynoo,.4: P- I 65 I
Facilityluppa; P-1651
Facilitficurinaryl: P- 1 3 3 01'022
Generation Iaterconnection Agreeme,nt: Not applicable
Fuel Supply Agreane,lrt, if applicable N/A
BPA point-to-point hansmission ssrvice agreement:
For May 2011 to April 2012: Dated May 10, 2010, Ref # 73970298
For May 2012 to April 2015: Dated May 4, 20i 1, Ref # 7542971,4
The following Documents are required to complete this project:
Easefients:
Permits:
c-1
EXEIBIT D
ENERGY DELIVERY SCHEDULE
Upper Swift Creek Hydro
(oFacilityurr.rt)
0 -940MW Namerlrte C apacitv
Lower Swlft Creek Hydro
(*Faeility6r,.rJ
0.535 MW Nameolate Carrecitv f,'BciltYr,..*.-, t
Monthly Avg. MouthlY
Energy Delivery Capaciry
Delivery Rate Factor
&Wh) (MW) (/o)
Moothly Avg. MonthlyEnergy Deliver CapacityDelivery y Rate FactorftWh) (MW) Pii\
sMED6pp..
rnd loml!
ScheduledMonthly Avg.Energy DeliverDelivery y Rate{kwt) {N/flW)
Jenurry
February
March
Aprfl
May
June
July
August
September
October
November
December
127.588 .26 ?8%s4.235 l0l t7%r81,823 .309
t 02,451 .19 22%47,857 .09 l5o/o 1s0.303 .28
115.425 lt 22o/o 59,825 09 l5o/o r 75,250 .26
184,750 26 27%86,520 12 20%271,.270 .38
345,845 456 49o/o 181,699 t8?33o/o 533,544 .486
546,866 .776 83%301,939 .4t9 70%848,805 r. t9
538,905 .806 S60/o 291,022 .404 68o/o 829,974 1.23
4r2,450 .61 64%I45,365 71 370/o 557,815 829
274,580 .38 40%113,480 l5 25%388,060 .s39
255,245 38 40%85,623 13 2?%341,868 .s05
178,562 .3I 32%76,799 106 l80r.6 255,367 .408
155,632 .25 27%68.4s?.r5 t9%224.084 .369
TOTAL:3239.299 393 43Va 1-518.811 .115 35%4.7s8.r10 .s68
D
Culinery Hydro
('(Faclllty*n.o")
0225 MW Nameplate Cepacity
SMEDr"ur'e,yt:
Scheduled Monthly Eaergy Delivery
ftwh)
Avg. Monthly Capacip
Delivery Rate Factor{r,fsD (Yo\
January
February
March
April
May
June
July
August
September
Oetober
November
Tlmemlrer
82,092 1r0 49o/a
65,8s9 .098 44o/o
63,006 .085 38o/o
60-720 .084 37o/o
lls2sl r55 69o/o
148.214 .206 91o/o
163245 .2r9 98o/o
138.978 .187 83o/o
1I r.450 l5s 69%
r08.544 146 650/o
_ 98.652 -_.133 59o/o
93.545 .126 56%
TOTAL:1249.5s6 .I45 64o/o
Scheduled Maintenaner - Seiler will provide a suggestd maintenance schedule annualiy.
EXHIBIT F-l
MOTIVE FORCE PLAN
Ser attached MF Plan
E-1
Er* ['.',t'+ F- t
nighttiure hours, for the periodlvfay I through September 30; and
E
E
E
$&t
E
E
E
H
BE
E
E
$
F
H
E
Bt,
*n
E
EB:E,
o d cfs average(24 hours)
mitimrrm floW
wiftamsximum
fluciuation of I
cfs (never to fall
below 4 cfs)
from Ootober 1
through April
30, &Eing atl
hours."
Powx Detreloprnent
The chirac'teristics of
the variations ir flows as
i[ustraedia figores 3-1 to 3-
6 were rwiewed in order- to
determine the appropriate
power developrm.ent at the
Figure 3-6 Uprper Swift CreeL iurbine sizing chart far a 42,'pcostock
6
Figure 3-5 Upper Swifr Creek trbine sizing ehrot for " SO- pen"to.*- [
E
site. It was asroaed that
the past records for &e
selected period provided
the best aeasure of firtne
flows. It is anticipated
that a horizontal Frmcis
type turbiae will be rrsed
for&eprdect. AFraocis
hntine has a runner with
fixed vmes, which the
Erater Emtas thehtxbine iD
a radial direction, with
respect to the shaft arid
discharges in arr anialdirection. Major
coryonents conqi st of the
runnsl, a watei- suppiy
case to convsy the watrr
UpperSwiftCreek
.'..%,{t
o 5 l0 16 20 U tO 38 .0 15 E0 59 .D 65 ,, ,S !0 BS !O e6,tqti06.t10rlc,!20rbrc(ce)* B€rrffi[qr -" Cqpadry
t60.mlomr0
..40,q00
al0qn00.
+I00,@
4r00.fi8
,,tro,0m
a.d,{00rB.m
rs{o.00E3,An'm
f,rrno.oo
:2*sq000.II2,E0,U.
Earm:mo
8a2ooooAl:wleD-r,soo,m
r,600.@
r.400,0rb
l"ao.ow
100aim
aeq.!00
0q,&0
{!0,000
e,000
r.E0
1r00
t,'150
{,100'ln0o
1,0m
Eh
!m
8S0
8&
7!0
7m
EA
t80
550
an@
rmo
350
3a
2E
2mr$
ld,'!0
gI
oGa
E
Uppgr$wlfrcrsek
3F00tr@c{*tP
Erm.000
5.000,06
4.Sq0ul
r.co0po
+.eroo
4A00,o0
*"mopb
- -i- :: rffiT.1---..
I 5 1C 15 ?O Z, S0 35 40 ,t5 5C 55 60 65 70 ?5 s0 tn 60 Ss 1oo..o511oil5120Flotlls (cfB)
-* Generatbn--.'- Capsctiy
to the runner, wictrrat gates to courrol the quanrity of water aud distibuts it equJly
to the rusner md a draff, firbeto coarvey tho water away from. tre hubrne. Utilizing the
estingaM effioieasies, head losses, turbine configrrrations, and'So/o general losses;
the estimstedaverageanurral production forthis sitewasbetv*,eeu3.9 and4.5rnilliou
kilowatrszlear pending on the size of t&e penstock.
x
r,
s&
E
&
B
f;
$
I
l
I
a
l
Il
I
T,
t
I:
t
Cuiinary Fro!ect
Hydrology
Flows
FIow data used was
provided io Srmrise Ergineering' s
r:pdate to Faasibility Sf,rdy'lated
Augusi 7, 2001, Exhibit A Flow
data consists of montbly anrnai
av€(ages. The estimatBd flow
duratioq curve, figr:re 3-7, was
extapolated from thp nontliy
anrilal avereges v,hicb appear as
blue in flgrne 3-7,
Pawer Development
Data &on figure 3-7 was
used.to peliminarily size turbines
and estinaie annual sverage
gef,eration for ftis site. Utiliziug
&e estimated effisiessies, hesd
losses, turbine configurations, and
5o/o gwerallosses; the estiuxat€d
av erage aff rual production for this
site wris 1.27 million kilowatt
hours por year.
Figure 3-7 The estimabd flow.drration curve for Aftstr
ChlinaryWater Supply
Figrue 3-8 Culiauy WaCr Suppiyturbine sizing chart
I
lrl00,O0o
1r00,o00
1,?0o,o@
1,10q0{D
r.00am
r00,ot[
@.o00
7@,@
000,oo0
600.@0
,t00,oo0
380,000
ffipcc
1@r00
c
Cullnary Water Suppty
0 I 2 3 4 s 6 7 6 0101.{12131{15t617tBlg20ftom {ch),
- GcnaefDr capocily'
350
3?6
3m
25
260
^,*3
rzs S
rso EatNo
t00
75
50
0
EXIilBIT GI
SAMPLE ENERCY PURCHASE PRICE CALCULATIONS
The foliowing are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculafion for the purchase price during an On-Peak Hour in May of 2009 is S76.73AdWh
(the 2009 annual rate for Conforming Energy) multiplied by 92% (0.92) (the May On-Peak Hour
multiplier), which equals 570.5 g/MWh.
Table 3: Sampie Calculatious for Conforming Energy itt 2009 [Purchase Price = annual rate *
monthiy On-Peak/Off-Peak multiplierl.
I Thi, .ru*ple does not include rates for the Cuiinary Facilitl,, which will be calculated using the Conforming
Energy rate for the Culinary Facility using the methodology above.
G-1
Month
Conforming
Enerry
furnual
Rate for
2009
(per MWh)
On-Peak
Hour
Multiplier
Calculated
Purchase Price
for 2009 On-
Peak
Conformiug
Enerry
(per MWh)
Off-Feak
Hour
Multiplier
Calculated
Purchase Price
for 2009 Off-
Peak
Conforming
Energy
(per MWh)
January s76.73 r03%$79.03 94%$72,13
February $76.73 105%$80.57 97o/o s74.43
March s76.73 95%s72.89 80o/o $61.38
April s76.73 95%$72.89 76%$58.31
May s76,73 92o/o $70.s9 63o/a $48.34
June $76.73 94o/o $?2.13 65%$49.87
July $76.73 t?to/o $92.84 92%$70.s9
August $?6.73 t21%$92.84 106%$81.33
Septenrber s76.73 109%s83.64 99%s7s.96
October $76.73 Ii5%$88.24 105o/o $80.57
Norrember $76.73 1 10%$84.40 96%$73.66
December s76.73 129%$98.98 120%$92.08
EXEIBIT H
Seller Au&orization to Release Geueration D$ia to PacifiCorp
fi nterconnedion Cust omer lttter headl
[Addr ess to brterconnected Utility|
R3,: Upper Swift Creeh, Lower Swift Creelq and Culinrry Hy'droelectric
lnterconnecfions
Dear Sir:
[ower Valley Energy, inc. hereby voluntarily authorizes Lower Valley En*gy, lnc. to share
lawer Valley Energa. Inc,'s generator interconnection information and gearerator meter data
relating to Lower Valley Energy, Inc."s Upper Swift Crcek, Lower $wift Creelq and Culinary
Qualiffing Facility looated in Lincoin County, \Yyouring withMarketing Affiliate exnployees of
PacifiCorp hogy, including, but not limited to those in the Coamacial and Tradiug goup.
Inwer Valley Energy, Inc, achowiedges that PacifiCorrp did not provide it any preferrnces,
eittrer operational or rate-related, in excbange for this voluntary consent.
&u'"{'r 4'rcTitle I
H-1
ADDENDUM ry
GENERATION FCTLEDUIJNG S.DDENDUM
WHEREAS, Seller's Facility wiil not interconnect directly to PacifiCorp's S]rstem;
WHEREAS, Seller and PacifiCorp have not executed, and will not execute. a generation
interconaection agreunent in conjunction with the Power Purchase Agreernent;
WHEREAS, Seller has elected to exercise its right under PURPA to deliver Net Ouput
from its QF Facility to PacifiCorp via one (ormore) Transmitting Entities.
WHEREAS, PacifiCorp desires th* Seller schedule delivery of Net Output to the Point
of Delivery on a firm, hourly basis;
WHEREAS, PacifiCorp does not intefld to buy, and Sellff does not intend to deliver,
more or less than Net Output from the Facility (except as expressly provided, below);
THEREFORE, Seller and PacifiCorp do hereby agree to the foliowing, which shall
become part of their Power Purchase Agreernent:
DEF'INITIPNS
The meaning of the terms defined in the Power Purchase Agreonent (this "Agreement'o)
and this Addendum W shall apply to this Addendtm:
*Day" means midnight to midnight, prevailing local time at the Point of Delivery, or any
other mutuaily agreeable 24-hour period.
*Enerry Imbalance Accumulationr" or "ELAr" means! for a given Settlement Period.
the accr:mulated difFerenoe (beginnin g at zero (0) at the start of each Settlement Period) between
Selier's Net Output and the energy actuaily delivered at the Point of Deliver-v. Each Settlement
Period contaius trrro independent EIAs, one for On-Peak Hours and one for Off-Peak Hours. A
positive accumulated difference indicates Seller's delivery of Surplus Delivery.
"Firm DeHvery' means unintemrptible transmission service that is reserved and/or
scheduled between the Points of Intercormection and the Point of Delivery pursuant to Seller's
Transmission Agreement(s).
"settlement Period" means one month unless changed pr:rsuant to Section 9 of this
Addendum,
ssupplemented Output" means any incrernent of scheduled hourly energy or capacity
delivered to the Point of Delivery in excess of the Facility's Net Output during that same hour.
"surplus Deliverl'' means aoy emergy deiivered to the Point of Delivery by the Facility
in exoess of hourly Net Output that is not offset by flre deiivery of energy tcr the Point of
Delivery in deficit of houriy Net Output during the Settierrent Period. PacifiCorp shall accept
Surplus Delivery, but shall not pay for it
I,,1-1
sELrcER'S OBLTGATIONS IN L{pp-OF THOSE CONTATNEp rN A
GENERATIqN INTERCONNECTION AGREEMENT.
1. Se[er's Responsibililv to Arranse,for Deliverv of Net Output to Poi4t of
Deliven'. Seller shall anange for the Firm Delivery of Net Output to the Point of Delivery.
Seller shall comply with the terms and conditions of the Transmission Agree,rrent(s) between the
Seller and the Transmitting Entity(s).
2. Seller's ResponsibiEtv to Se.hedulg. Deliven'. Seller shall coordinate with the
Transmitting Entity(s) to pror.ide PacifiCorp with a schedule of the next Day's hourly scheduled
Net Output deliveries to the Point of Delivay at least 24 (twenty-four) hours prior to the
beginning of the day being scheduled, and other-wise in accordance with the WECC
Prescheduiing Calendar (which is updated annually and may be downloaded at:
htp://www.wecc.bil).
3. Seller's RespoBsibilitv to Maintai+ IntercpnneptionJ'acilities, PacifiCorp
shall have no obligation to irrstall or maintain any intercorurection facilities on Seller's side of the
Points of Interconnection. PacifiCorp shali not pay any costs arising from Seller interconnecting
its Faciiity with the Transmitting Entity(s).
4. Seller's Besponsibilitv to Pav Tfansmission Costs. Seller shall rnake all
arrangefirents for, and pay all costs associated with, transmitti:rg Net Output to PacifiCorp,
scheduling energy into the PacifiCorp system and any other costs associated with delivering the
Seller's Net Output to the Poitrt of Delivery.
5, Eqergv R.Sserve Requirements. The Transmitting Entity(s) shall provide all
generation ressrves as required by the WECC and/or as required by any other governing agency
or industry standard to deiiver the Net Energy to the Point of Delivery, at no cost to PacifiCorp,
6. Seler'q Responsibilitv to Beport Net OutpuJ. On or before the tenth ii06) day
following the e,nd of each Billing Period, Seller shall send a report documenting irourly station
service, Inadvertent Energy (energy delivered to the Point of Intercomectior\1y at an average
hourly rate exceeding the Maximum Facility Delivery Ratqxt), and Net Output from the Facility
during the previous Billing Period, in columnat format substantially similar to the attached
Example l. if requested, Seller shall provide an electroni c &py 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 paymart deadline in Section 9 of this
Agreement by one day. Seller hereby gants PacifiCorp the right to auriit its certified reports of
hourly Net Output. In the event of discovery of a biliing error resulting in underpayment or
overpayment, the Parties agree to iimit recover)/ to a period of three years from the date of
discovery.
7. S-4ler's Supplemental RenresentationF and Warr++Sgg. In addition to the
Seller's representations and waranties contained in Section 3 of this Agreement, Seller warrants
that:
(a) Seller's Supplemarted Output, if any, results from Seller's purchase of
some form of energy imbalance ancillary service;
(b) The Transmitting Entity(s) requires Seiler to procure the service, above, as
a condition of providing transmission service;
w-2
Variable Value Source
A
Total OSPeak Net Outpuqro-
*/ rnue\ in Auril:404MWh
Total OfFPeak Net Outpu\upperand lowcr)
from Seller's required output reporting
table. based on meters
B
Total Off-Peak Net
Outoutr,.,ri-,*,' in Aoril :135 MWh
Total Ofif-Peak Net Outputl"rllrro; from
Seller's required output reporting tabl-e,
based on meters
C
Total Off-PeakNet Output of
all Facilities in April:539 MWh LineA+LineB
D
Pacent of Total OffiPeak Net
Output from FacilitY(uppcr and
Iawr\i 74.95%(LineA/LineC)*100%
E
Percent of Total Off-Peak Net
Outout from Facilitvrculinewri 25.05%(LineB/LineC)* I00%
F
Total Off-Peak Energy
Delivered to Point of DeliverY
by Transmitting Entity(s) in
Anrii:500 Mwh
Metered energy delivered by BPA at the
Point of Deliverv
G
Energy lmbalance
Accumulation -39 MWh LineF-LineC
E Surolus Delivenr. if anv:0 Mwh Greater of 0 or Line G
I
Negative E[A, if any,
attributable to Facility6rppcr aaa
-29.?3 MWh Lesser of 0 or (Line G * Line D)
J
Negative ElA, if any,
athibutable to Faoilitvr.urimru) l -9.77 MWh I-esser of 0 or (Line G * Line E)
K
Ddivered Off-Peak Net
OUtDUtlr.*-rnd tow*)l 374.77 MWh LineA+LineI
L
Delivered Off-Peak Net
OIItI}Utr-,ro.*rl r7s.2t Mwh LineB+LineJ
Example Calculation for the Allocation of Energy Imbalance Accumulation to Net
Output of Facilities
To determine delivered On-Peak Net Ouput for each Facility, the above calculation is
repeated using On-Peak vaiues for generated Net Output in Lines A and B and energv
deiiveries by Transrnitting Entity(s) in Line F.
w-5
(c) The Transmitting Entrty(s) rquires Seiler to schedule deliveries of Net
Output to the Point of Delivery in iucrements of no less than one (1) megawatt;
(d) Seller is not attempting to sell PacifiCorp energv or capacity in excess of
its Net Output; and
(e) The energy imbalance service, above, is designed to correct a mismatch
betwesn energy scheduled by the QF and the actual real-time production by the QF.
(0 Seller shall not schedule deliver), to the Point of Delivery at
exceeding the Maximum Faciiity Delivery Rate rounded up to the nearest
megawatt.
8. Sellerlg Rieht to Deliver Supplemented Output. In reliance upon Sellsr's
warranties in Section 7, above, PacifiCorp agrees to acce,pt and pay for Supplemented Output by
treating it as Net Ouput for those purposes; provided, however, that Seller agrees to achieve an
EIA of zero (0) kiiowatt-hours during On-Peak Hours and an EIA of zero (0) kilowatt-hours
during Oft-Peak Hours at the end of each Settlement Period.
(a) Remedv for Seller's Positive EnereH-Imbalance Accumulqtions. In the
event Seller does not achieve zero (0) EIA at the end of a Settlernent Perio( any positive
balance shall be Surplus Delivery and shall not be included in or teated as Net Output.
PacifiCorp will include an accounting of Surplus DeiivaT in each monthly statement
provided to Seller pursuart to Section 9.1 of this Agreernent,
(b) Negative Enerw Imbalance Accumulations. A negative EIA a1 the end
of a Settlement Period (indicating that the Transmitting Entity has delivered less than
Seller's Net Output) will not result in any corresponding compensation by PacifiCorp.
(c) Allocation betwgen Froiects for_Pavment Purposes. Net Ouput
metered at the Point of Deiivery (except Surplus Deiivery) wiil be allocated to each
individual Facility in proportion to its share of the total Net Ouput metered at the Points
of Interconnection, independently for On-peak and Oflpeak Hours. This proportional
allocafion is for purposes of determining the amount of Conforming and Non-
Conforming Enerry for each of Facilitylrrypcr and lowcrl Brrd Facilitytcurinarv) and for
determining the appiicable rate for Net Output. An example calculation of allocation of
Energy lmbalance Accumulation among the Facilities is below the Examples.
9. PacifiCoJp's Option to Chanee Setflement Period. [n the event PacifiCorp
reasonably determines that doing so iikely will have a de minimis net effect upon the cost of
Seller's Net Output to PacifiCorp, it may elect to errlarge the Settlemant Period, up to a
maximurn of one Contract Year. Conversely, if PacifiCorp reasonabiy determines, based on the
QF's performance during the current year, that reducing the Settlernent Period likely wil)
significantly lower the net cost of Seller's Net Output to PacifiCorp, it shall have the right to
shoile.lr Seller's EIA settlanerrt period beginning the first day of the following Contract Year.
However, in no case shall the Settlernent Period be less than one month. if a Settlement Period
does not coincide with a Billing Period, PacifiCorp shall deduct any amount paid for Surplus
Delivery during that Settiement Period from the Billing Period terminating coneurrently or
soonesf subseque{t1}, to the Settiement Period.
a mte
whole
w-3
EXAMPLES
Sellerts Output Reporting Requirement
Exampie of Seller's Output Reporting Requirement - Seller would complete (i) one reporting
table for Faciiityl"ul;,^r; (2) one reporting table for Facility6o*o; (3) one re,porting table for
Facility1urr64, and (4) one table with the summed Net Output of Facilitylro*o) &d Facilitylrppol.
CA B (A-B)
Meter Meter
Readingv at reading at
Point of Station Adjusted
Hour Interconnectio Power Gross
ending o(bwer) Meterl6*61 OufpuQb$/er1
E
(Max (0, F
D c-D)) (c-E)
MaximumFacility Net
Delivery Inadvertent Outputl6
Ratq6lloy Enefg]6oweri wcr)
(MWhIIE
8:00
9:00
10:00
11:00
12:00
13:00
14:00
15:00
I6:00
17:00
l8:00
l9:00
20:00
0.02
0.01
0.01
0.01
0.01
0.01
0.01
0.01
0.0r
0,00
0.01
0.02
0.01
0.48
0.49
0.49
0.49
1.s9
1.69
t.s9
1.49
r.50
1.s0
1.49
0.48
0.49
i.50
1.s0
1.50
1.s0
1.50
1.50
1.50
1.50
i.50
1.50
1.50
1.s0
1.50
0.48
0.49
0.49
0.49
1.50
1.50
1.50
1.49
1.50
1.50
1.49
0.48
0.49
0.s0
0.50
0.50
0.50
1.60
1.70
1.60
1.50
1.50
1.50
i.50
0.50
0.50
Hour ending
G
(F(r*e"t)
Net Outputl6,roy
H
(Ftoso'.))
I
(G+rr)
Net Ouputlrppe,
aod lowct)
0
0
0
0
0.09
0.r 9
0.09
0
0
0
0
0
0
ry Seller shall show adjustnent of Metff Reading for losses, if any, between point of meteriug*y
and the Point of Interconnectiorqx; in accordance with Section 8.1 .* Does not apply if Station Service is provided from the gross output of the Facility.
Example of Table for Summed Net Outputfrom FaciHtylu*e.t and Faciliffr,ppur)
Net Outpuqor*1
8:00
9:00
0.49
0.49
0.20
0.21
0.69
0.7a
w-4