20150501Application.pdf

ROCKY MOUNTAIN
HSIYE#*
May 1,2015
VA OWRNIGHT DELIWRY
Jean Jewell
Idaho Public Service Commission
472 W . Washington Street
P.O. Box 83720
Boise, Idaho 83720-007 4
201 South Main, Suite 2300
Salt Lake City, Utah 841 I I
ldaho Public Utilities Commisslon
Offlce of the SecretaryRECEIVED
MAY 0 I 2015
Bdsq ldaho
RE: CASE NO. PACE-E-15-06
IN THE MATTER OF THE APPLICATION FOR APPROVAL OF A POWER
PURCHASE AGREEMENT BETWEEN PACIF'ICORP AND BRIGHAM YOUNG
UNIYERSITY . IDAHO.
Dear Ms. Jewell.
Please find enclosed the original and seven (7) copies each of the Application and Power
Purchase Agreement between PacifiCorp, dlbla Rocky Mountain Power under which Brigham
Young University - Idaho would sell and Rocky Mountain Power would purchase electric energy
generated from Brigham Young University - Idaho's gas/oil fueled generating facility for the
generation of electric power located in Rexburg, Idaho, in Madison County with a nameplate
capacity rating of 5,600 kilowatts.
If you have any questions please contact Ted Weston at [phone].
Very truly yours,
Vice President, Regulation
Enclosures
Yvonne R. Hogle (ISB# 8930)
Rocky Mountain Power
201 South Main, Suite 2300
salt Lake city UT 84111
Telephone: (801) 220 - 4050
FAX: [phone]
Email : Yvonne.Hogle@f acifi corp.com
Attorney for Rocky Mountain Power
IN THE MATTER OF THE APPLICATION )
FOR APPROVAL OF A POWER PURCHASE )
AGREEMENT BETWEEN PACIFICORP )
AND BRIGHAM YOUNG UNIVERSITY - )
IDAHO )
)
BEF'ORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. PAC-E-15-06
APPLICATION OF
ROCKY MOUNTAIN
POWER
COMES NOW, PacifiCorp, dhla Rocky Mountain Power ("RMP" or the
"Company"), Bnd pursuant to RP 52, hereby requests that the Idaho Public Utilities
Commission (the "Commission") issue an order approving the Power Purchase
Agreement between RMP and Brigham Young University - Idaho, ("Seller") dated April
23,2015, (the "Agreement"). In support of this Petition, the Company states as follows:
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 Califomia.
Brigham Young University - Idaho intends to own, operate and maintain a gas
and oil fueled generating facility with a companion heat recovery steam generator system
for the generation of electric power located in Rexburg, Idaho, in Madison County with
an expected capacity rating of 5,600 kilowatts (the "Facility"). The Facility will be a
APPLICATION OF ROCKY MOUNTAIN POWER - I
qualified small power production facility under the applicable provisions of the Public
Utility Regulatory Policies Act of 1978 ("PURPA").
I. BACKGROUND
Sections 201 and 210 of PURPA, and pertinent regulations of the Federal Energy
Regulatory Commission ("FERC") require that regulated electric utilities purchase
electricity produced by co-generators or small power producers that obtain qualified
facility ("QF") status. The rate a QF receives for the sale of its electricity is generally
referred to as the "avoided cost" rate and must reflect the incremental cost to an electric
utility of 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 FERC regulations, l8 C.F.R.S292,to
set avoided costs, order electric utilities to enter into fixed-term obligations for the
purchase of electricity from QFs, and implement FERC rules.
On December 18, 2012, the Commission issued Order No. 32697, which
established parameters for published and negotiated avoided cost rate calculations. The
Commission further established and defined numerous contract terms and conditions for
standard power purchase agreements ("PPA") entered into between regulated utilities and
QFs. On January 2, 2013, the Commission issued Er-rata to Order No. 32697, which
corrected published avoided cost rates to include energy payments not discounted by
transmission and line loss. Subsequently the Commission issued reconsideration Orders
Nos. 32737 and32802 on February 5,2013 and May 5,2013, respectively, which further
clarified certain terms and conditions of PPAs.
APPLICATION OF ROCKY MOUNTAIN POWER.2
II. THE POWER PURCHASE AGREEMENT
l. Under the terms of the Agreement, Brigham Young University - Idaho
elected to contract with the Company for a two-year term from the commercial operation
date of the Facility. Except as otherwise provided, RMP will pay Brigham Young
University - Idaho non-levelized, Conforming Energy or Non-Conforming Energy
Purchase Prices for Net Output adjusted for the month and On-Peak Hours or Off-Peak
Hours in accordance with Commission Orders Nos. 3 I 025 , 30423, and other orders.
2. The total nameplate capacity of the Facility is 5,600 kilowatts. As
described in Section 7 of the Agreement, on April 2,2015 the Seller provided RMP a
motive force plan on the Facility demonstrating to RMP's reasonable satisfaction that: (l)
the feasibility that Facility Net Energy will equal the Energy Delivery schedules for the
full term of this Agreement; and (2) the likelihood that the Facility, under average design
conditions, will generate at no more than l0 aMW in any calendar month. Further, as
described in Sections 5.3 and 6.6 of the Agreement, should the Facility exceed 10 aMW
on a monthly basis, RMP will accept the energy ("Inadvertent Energy") that does not
exceed the Maximum GIA Delivery Rate, but will not purchase or pay for the Inadvertent
Energy.
3. Paragraph 2.I of the Agreement provides that it will not become effective
until the Commission has approved it and determined that the prices to be paid for energy
and capacity are just and reasonable, in the public interest, and that the cost incurred by
RMP for purchasing capacity and energy from Brigham Young University - Idaho are
legitimate expenses, all of which the Commission will allow RMP to recover in rates in
APPLICATION OF ROCKY MOI.]NTAIN POWER - 3
Idaho in the evenl other jurisdictions deny recovery of their proportionate share of said
expenses.
4. Paragraph 2.3 of the Agreement defines how and when the Commercial
Operation date will be established for this Facility. Various requirements have been
placed upon Brigham Young University - Idaho in order for the Company to accept
energy deliveries from this Facility. The Company will monitor compliance with these
initial requirements and monitor the ongoing requirements through the full term of this
Agreement. Section l0 and ll of the Agreement define the Delay Liquidated Damages
and associated Delay Security provisions for the Facility.
5. Brigham Young University - Idaho has been made aware of and acceped
the provisions of the PPA regarding curtailment or disconnection of its Facility should
certain operating conditions develop on the Company's system. Section 6 of the
Agreement defines the conditions for curtailment and obligations of Brigham Young
University - Idaho in the event of curtailment.
6. All applicable interconnections charges and monthly operation and
maintenance charges under the Generation Interconnection Agreement for transmission
will be assessed to Brigham Young University - Idaho.
III. COMMUNICATIONS
Communications regarding this Application should be addressed to:
Ted Weston
201 South Main, Suite 2300
Salt Lake City, Utah 841l1
Telephone: (80 I ) 220-2963
Fax: [phone]
Email : ted.weston@pacifi corp.com
and to:
APPLICATION OF ROCKY MOUNTAIN POWER.4
Yvonne R. Hogle
Assistant General Counsel
201 South Main, Suite 2300
Salt Lake City, Utah 84111
Telephone: [phone]
Fax: [phone]
Email : yvonne.ho gle@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]
By regular mail Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
IV. MODIFIED PROCEDURE
7. The Company 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, RP 201.
V. CONCLUSION
WHEREFORE, Rocky Mountain Power respectfully requests that the
Commission:
(l) issue an order authorizing that this matter be processed by Modified
Procedure;
(2) approve the PPA between Brigham Young University - Idaho and RMP
without change or condition; and
(3) declare that the avoided cost prices set forth in the Agreement are just and
reasonable, in the public interest, and that RMP's incurrence of such costs are legitimate
APPLICATION OF ROCKY MOUNTAIN POWER - 5
expenses, all of which the Commission will allow RMP to recover in rates in Idaho in the
event otherjurisdictions deny recovery oftheir proportionate share ofsaid expenses.
DATED this l't day of May,2Ol5
Respectfully submitted,
Attomey for Rocky Mountain Power
APPLICATION OF ROCKY MOUNTAIN POWER - 6
Power Purchase Agreement
Between
Brigham Young University and PacifiCorp
POWER PTIRCIIASE AGREEMENT
BETWEEN
BRIGIIAM YOI.iNG UNIYERSITY
AND
PACIFICORP
Section 1: Definitions .............. .................2
Section 2:Term, Milestones, Commercial Operation Date.......... .................. l0
Section 3: Representations and Wa:ranties.............. ................... 1l
Section 4: Delivery of Energy and Capacity............... ................. 14
Section 5: Purchase Prices
Section 6: Operation and Control ................ ............. 18
Section 7: Motive Force......... .................21
Section 8: Metering ...............21
Section 9: Billings, Computations and Payments .....23
Section l0: Security ,.................24
Section 11: Defaults and Rernedies .............. ............25
Section 12: Indemnification and Liability ,27
Section 13: Insurance ...........28
Section 14: Force Majzure .... ..................29
Section 15: Several Obligations ...............30
Section 16: Choice of Law....... ................30
Section 17: Partial Invalidity ...................30
Section 18: Waiver .................30
Section 19: Governmental Jurisdiction and Authorizations ........31
Section 20: Successors and Assigns .......31
Section2l: EntireAgreement .................31
Section 23: Notices ...............32
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT is entered into between Brigharn Young University-
Idaho, a duly registered non-profit corporation incorporated under the laws of Utah since
Novembcr 15,1972 (the "Seller') and PacifiCorp, an Oregon corporation, acting in its merchant
function capacity (6PacifiCorp'). Seller and PacifiCorp are referred to collectively as the
*Parties" and individually as a (Party'.
RECITALS
A. Seller intends to construct, own, operate and maintain a gas and oil fired generator
with companion heat recov€ry steam ge,nerator facility, including Seller's Interconnection
Facilities, for the ge,neration of electric pow€r located within PacifiCorp sernice territory in
Rexburg, in Madison County, Idaho with an expected Facility Capacity Rating of 5,600 kilowatts
(kW), as further described in Exhiblt A and Exhibit B ("Facility"); and
B. Seller intends to operate the Facility as a Qualifring Facility; as such term is
defined in this Agreement and to sell Net Output to PacifiCorp in Idaho.
C. Seller estimates that the average annual Net Output to be delivered by the Facility
to PacifiCorp is 38,397,810 kilowatt-hours (k\Vh) pursuant to the monthly Initial Year Delivery
Schedule in Section 4.3 and in the Subsequent Energy Delivery Schedules in Exhibit D hereto,
which amount of energy PacifiCorp will include in its resource planning.
D. Seller intends to sell and PacifiCorp intends to purchase all the Net Output from
the Facility in accordance with the terms and conditions ofthis Agreerne,nt.
E. PacifiCorp intends to designate Seller's Facility as a Network Resource for the
purposes of senring Network toad.
F. This Agreement is a "New QF Conhact" under the PacifiCorp Inter-Jurisdictional
Cost Allocation Revised 2010 Protocol.
G. Seller has provided PacifiCorp with: (a) a motive force plan and associated
certification from a Licensed Professional Engineer as described in Section 7 of this Agreeme,nt;
and (b) an executed copy of Exhibit I, "Seller Authorization to Release Generation Data to
PacifiCorp."
NOW, THEREFORE, the Parties mutually agree as follows:
SECTION 1: DEFINITIONS
When used in this Agreement, the following texms shall have the following meanings:
1.1 "AdJusted Scheduled Monthly Energy Delivery" shall have the meaning set forth
in Section 4.4.
2
GENERAL CONDITIONS
1.2 "As-built Supplemenf' shall be a supplement to Exhibit Ao provided by Seller
following completion of construction of the Facility, acc'urately describing the completed Facility.
1.3 "Billing Period" means the time period between PacifiCorp's reading of its power
purchase meter at the Facility and reasonable efforts will be made to cause the Billing Period to
coincide with calendar months..
1.4 "Capacity Factor" means, for any given period of time, the Net Output (k\4rtr)
delivered divided by the product of the Facility Capacity Rating (kW) and the total hours in the
given period of time.
1.5 "Commercial Operation" means that not less than 90o/o of the expected Facility
Capacity Rating is fully operational and reliable and the Facility is fully interconnected and
synchronized with the System, all of which shall be Seller's responsibility to receive or obtain,
and which occurs when all of the following events: (i) have occurred, and (ii) rernain
simultaneously true and accurate as of the time on which Seller gives PacifiCorp notice that
Commercial Operation has occurred:
1.s.1 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facility Capacrty Rating of the Facility at
the anticipated time of Commercial Operation and (b) stating that the Facility is able to
generate electric power reliably in amounts required by this Agreement.
1.5.2 PacifiCorp has recEived documentation that start-up testing of the
Facility has been completed in accordance with Exhibit E.
1.5.3 PacifiCorp has received written correspondence from the
Transmission Provider, stating that, in accordance with the Generator Interconnection
Agreement, all required lnterconnection Facilities have been constructed, all required
interconnection tests have beeir completed and the Facility is physically interconnected
with the System in conformance with the Generator Interconnection Agrcement and able
to deliver energy consistent with the terms of this Agreement, ard the Facility is
synchronized with the Syste,rn.
1.5.4 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an opinion from an attorney in good standing in
Idaho, stating that Seller has obtained all Required Facility Documents and, if requested
by PacifiCorp in writing, that Seller has provided copies of any or all such requested
Required Facility Documents.
1.5.5
3
GENERAL CONDITIONS
(a) Seller has provided all data to PacifiCorp required by the
Transmission Provider to enable the Facility to be designated as a
network resourcc in accordance with the Tariff.
O) PacifiCorp has received confirmation from the Transmission
Provider that the Facility has been designated as a network
resource.
(c) PacifiCorp has received confirmation from the Transmission
Provider that the transmission service request has been granted in
sufficient capacity to meet or exceed the Ma,ximum Facility
Delivery Rate.
1.6 "Commercial Operation Date" means the date, as designatd by PacifiCorp
pursuant to Section 2.3,thatthe Facility first achieves Commeroial Operation.
1.7 o'Commission" means the Idaho Public Utilities Commission.
1.8 "Conforming Energy" means all Net Energy except Non-Conforming Energy
subject to any adjustnents to the Energy Delivery Schedule in Section 4.4.
1.9 "Conforming Energr Purchase Price" means the applicable price for Conforming
Energy and capacity (if any), specified in Section 5.1.
l.l0 "Contract Year" means a twelve (12) month period commencing at 00:00 hours
Mountain Prevailing Time ("MPT') on January 1 and ending on 24:00 hours MPT on
Decsmber 31; provided, however, that the first Contract Year shall commence on the Commercial
Operation Date and end on the next succeeding December 31, and the last Contract Year shall end
on the Expiration Date, unless earlier terminated as provided herein.
1.11 "Credit Requirements" means a senior, unsecured long term debt rating (or
corporate rating if such debt rating is unavailable) of (a) BBB- or greater from S&P, or (b) Baa3
or greater form Moody's; provided that if (a) or O) is not available, an equivaleirt rating as
determined by PacifiCorp through an internal process review and utilizing a proprietary credit
scoring model developed in conjunction with a third party.
l.L2 "Delay Liquidated l)tmages", "Delay Daily Minimum", "Delay Perlod', "I)elay
Price" and "Delny Volume' are defined in Section 2.4 of this Agreement. "Delay Security" is
defined in Section 10.1.1 of this Agreement.
l.l3 "Effecfive Date" is defined in Section 2.1 ofthis Agreement.
1.14 "Enerry Delivery Schedule" is defined in Section 4.3 ofthis Agreement.
1.15 "Envlronmental Contamlnation" means the introduction or prresence of
Hazardous Materials at such levels, quantities or location, or of such form or character, as to
4
GENERAL CONDITIONS
constitutc a violation of federal, state or local laws or regulations, and present a material risk
under federal, state or local laws and regulations that the Premises will not be available or usable
for thc purposes conte,mplated by this Agreernent.
1.16 "Expiration Date" is defined in Section 2.1 ofthis Agreement.
l.l7 "FaciliQ/" is defined in Recital A of this Agreemeirt.
1.18 "Facility Capacity Rating" means the sum of the Nameplate Capacity Ratings for
all generators comprising the Facility.
1.19 "Force Majeure" has the meaning set forth in Section 14.1.
1.20 "Forced Outage" means an outage that requires removal of one or more generating
units from service, another outage state or a reserve shutdown state before the end of the next
weekend. Maintenance Outages and Planned Outages me not Forced Outages.
l.2l "Generator Interconneetion Agreemenf' or *GIA" means the generator
interconnection agreement entered into separately between Sello and the Transmission Provider,
providing for the constuction, operation, and maintenance of the Interconnection Facilities
required to accommodate deliveries of Seller's Net Output.
L.22 "Govemmental Authority" means any supranational, federal, state or other
political subdivision thereof, having jurisdiction over Seller, PacifiCorp or this Agree,ment,
including any municipality, township or @uty, and any entity or body exercising executivg
legislative, judicial, regulatory or administrative functions of or pertaining to government
including any corporation or other entity owned or controlled by any of the foregoing.
1.23 'Guaranteed Commercial Operation Date'means the date that is 120 days after
the Scheduled Commercial Operation Date.
1.24 "Ilazardous Materlals" means any waste or other substance that is listed, defined,
designated or classified as or determined to be hazardous under or pursuant to any environmental
law or regulation.
1.25 "Inadvertent Energy" means: (1) energy delivered in excess of the Maximum
Monthly Purchase Obligation; and (2) €,nergy delivered to the Point of Delivery at a rate
exceeding the Maximum Facility Delivery Rate. Inadvertent Energy is not included in Net
Output.
1.26 "Index Price", for each day, shall mean the weighted average of the average Peak
and OflPeak firm energy market prices, as published in the Intercontinental Exchange QCE) Day
Ahead Power Price Reporr for the Mid-Columbia Hub. For Sunday and NERC holidays, the24-
Hour Index Price shall be used, unless ICE shall publish a Firm On-Peak and Finn OflPeak Price
for such days for Mid-Columbiq in which event such indices shall be utilized for such days. If
5
GENERAL CONDITIONS
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 adjustnents, 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.
1.27 "Inidal Year Energy Delivera Schedule" shall have the meaning set forth in
Section 4.3.
1,28 "Interconnection Facllifres", as defined in the Generator lnterconnection
Agreement, means all the facilities and ancillary equipment used to interconnect the Facility to
the Systern.
1.29 "Letter of Credif' means an irrevocable standby letter of credit in a form
reasonably acceptable to PacifiCorp, neming PacifiCorp as the party entitled to demand payment
and prese,nt draw requests thereunder. Such letter of credit shall be provided by an institution that
is a United States office of a commencial bank or trust company organized under the laws of the
United States of Amorica or a political subdivision thereof, with a credit rating on its long-terrr
senior unsecured debt of at least *A" from Standard & Poor's and *A2" from Moody's Investor
Services, and having assets ofat least $10,000,000,000 (net ofreserves).
1.30 "Licensed Professional Engineero' means a person who is licensed to practice
engineering in the state of Idaho, who has haining and experience in the engineering discipline(s)
relevant to the matters with respect to which such person is called to provide a certification,
evaluation and/or opinion, who has no economic relationship, association, or nexus with ttre
Seller, and who is not a rqresentative of a consulting engineer, confractor, 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 engage,ment and
payne,nt of a Licensed Professional Engineer solely to provide the certifications, evaluations and
opinions required by this Agreement shall not constitute a prohibited economic relationship,
association or nexus with the Seller, so long as such engineer has no other economic relationship,
association or nexus with the Seller.
1.31 "Maintenance Outage" means any outage of one or more generating units that is
not a Forced Outage or a Planned Outage. A Maintenance Outage is an outage that can be
defsrred 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 Maintenance Outage may occur any
time during the year and must have a flexible start date.
1.32 "Material Adverse Change" shall occur when Seller has experienced a material
adverse change in ability to fulfill its obligations under this Agreernent. A downgrade of Seller's
long-term sredit rating (corporate or long-term senior unsecured debt rating) below Baa3' from
Moody's Investors Services ("Moody's") or below 'BBB-' from Standard & Poor's Ratings Group
6
GENERAL CONDITIONS
('S&P") or the cessation of S&P or Moody's rating of Seller shall constitute a Material Adverse
Change.
1.33 o'Maximum Curtailed Facility Delivery Rate'n means the maximum instantaneous
rate (kW) at which the Facility is capable of delivering Net Output at the Point of Delivery during
a Qualiffing Curtailment.
1.34 "Maximum Facility Delivery Rate'means the maximum instantaneous rate (kW)
at which the Facility is capable of delivering Net Output at the Point of Delivery, as specified in
Exhibit A. The Ma:rimum Facility Delivery Rate may not exceed the Ma:rimum GIA Delivery
Rate.
1.35 "Maximum GIA Delivery Rateo' means the maximum rate (kW) at which the
Generator Interconnection Agreement allows the Facility to deliver energy to the Point of
Delivery and is set forth in Exhibit A.
L.36 "Maximum Monthly Purchase Obligation" means the maximum amount of
energy PacifiCorp is obligated to purchase under this Agreement in a calendar month. In
accordance with Commission orders, the Maximum Monthly Purchase Obligation for a given
month, in kwh, shall not exceed 10,000 kW multiplied by the total number of hours in that month
and prorated for any partial month.
1.37 "Nameplate Capacity Rating" means the maximum instantan@us generating
capacity of any qualifuing small power or cogeneration generating unit supplying all or part of the
en€rgy sold by the Facility, expressed in MW or kW, when operated consiste,lrt with the
manufacturer's recommended power factor and operating parameters, as set forth in a notice from
Seller to PacifiCorp delivered before the Commercial Operation Date and, if applicable, updated
in the As-built Supplement.
1.38 *NERC'means the North American Electric Reliability Corporation.
1.39 "Net Energy" moans the energy component in kWh, of Net Output. Net Energy
does not include Inadvertent Energy.
1.40 "Net Outpuf'means all energy and capacity (if any) produced by the Facility, less
station use and less transformation and kansmission losses and other adjustnents, if any. For
purposes of calculating paymmt under this Agreernent, Net Output of energy shall be the amount
of energy flowing through the Point of Delivery, less any station use not provided by the Facility.
Na Output does not include Inadvertent Energy. Net output shall be measured by taking the
appropriate meter reads from PacifiCorp meter number LRS# 84880 to deterrnine the net
generation (the gross generation less the station use) and then subtactingl.0% to account for
transformer losses.
l.4l "Net Replacement Power Costs" is defined in Section 11.4 of this Agreement.
7
GENERAL CONDITIONS
1.42 "Network Resource" shall have the meaning set forth in the Tadff
1.43 *Network Service Provider" means PacifiCorp Transmission or a sucoessor,
including any regional transmission organization (RTO), as a provider of network sei:nice to
PacifiCorp under the Tariff.
1.44 "Non-Conforming Energy" means for any Billing Period subject to any
adjushents to the Energy Delivery Schedule in Section 4.4: (1) that portion, if any, of Net
Energy delivered subsequently to the initial ll0% of the Scheduled Monthly Energy Delivery for
that Billing Period; or (2) all Net Energy delivered when Net Energy delivered is less than 90% of
the Scheduled Monthly Energy Delivery for that Billing Period; and (3) all Net Output produced
by the Facility prior to the Commercial Operation Date.
L.45 "Non-Conforming Energy Purchase Price" means the applicable price for Non-
Conforming Energy and capacity, specified in Section 5.1.
1.46 "Off-Peak Hours" means all hours of the week that are not On-Peak Hours.
1.47 "On-Peak llours" means hours from 7:00 a.m. to 11:00 p.m. Mountain Prevailing
Time (MPT), Monday through Saturday, excluding Western Electricity Coordinating Council
(WECC) and North American Electric Reliability Corporation (NERC) holidays.
1.48 "Ou@uf' means all energy produced by the Facility.
1.49 "PacifiCorA" is defined in the first paragraph of this Agreement, and excludes
PacifiCorp Transmission or a successor, including any Regional Transmission Organization.
1.50 "PacifiCorp Transmission" means PacifiCorp, an Oregon corporation, acting in
its tansmission function capacity.
1.51 "Planned Outage" means an outage of predetermined dtration that is scheduled in
Seller's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or inspections are tyryical
planned outages. Maintenance Outages and Forced Outages are not Planned Outages.
1.52 *Point of Delivery" means the high side of the generation step-up transformer(s)
located at the point of interconnection between the Facility and the Syste,m, as specified in the
Generator lnterconnection Agreement and in Exhibit B.
1.53 "Premises'o means the real property on which the Facility is or will be located, as
more fully described on Exhibit A.
1.54 '?rime Rtte" means the rate per annum equal to the publicly announced prime rate
or reference rate for commercial loans to large businesses in effect from time to time quoted by
JPMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the applicable
Prime Rate shall be the announced prime rate or reference rate for commercial loans in effect
8
GENERAL CONDITIONS
from time to time quoted by a bank with $10 billion or more in assets in New York City, N.Y.,
selected by the Party to whom interest based on the prime rate is being paid..
1.55 "Prudent Electrical Prrctices" means any of the practices, methods and acts
engaged in or approved by a significant portion of the electrical utility industry or any of the
practices, methods or acts, which, in the exercise of reasonable judgme,nt in the liglrt of the facts
known at the time a decision is made, could have been expected to accomplish the desired result
at thc lowest reasonable cost consisteirt with reliability, safety and expedition. Prudent Elechical
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.
1.56 "Quallfying Curtailment" means, to the extent not caused by Seller's negligent,
reckless, or willful actions, a period in a given calendar month during which delivery of Net
Output is curtailed or intemrpted pursuant to Section 6.3, and only applicable to adjustnent of the
Energy Delivery Schedule as described in Section 4.4.
1.57 *QF'means "Qualifying Facility", as that term is defined in the version of FERC
Regulations (codified at l8 CFR Part292) in effect on the date of this Agreeinent.
1.58 "Replacement Period", "Replacement Price" and "Replacement Volume" shall
have the meanings set forth in Section 1l-4 of this Agreement.
1.59 "Required Facility Documents" means all deeds, titles, leases, lice,nses, permits,
authorizations, or agreements demonstrating that Seller controls the necessary property rights,
(e.g. site lease), rights to motive force, and government authorizations to oonstnrc! operate, and
maintain the Facility, including without limitation those set forth in Exhibit C.
1.60 "Requirements of Laf' means any applicable and mandatory (but not merely
advisory) federal, state and local law, statute, regulation, rule, code or ordinance enacted, adopted,
issued or promulgated by any federalo state, local or other Governmental Authority or regulatory
body (including those pertaining to electrical, building, zoning, environmental and occupational
safety and health requirernents).
1.61 "Scheduled Commercial Operation Dateoo means August 1,2015.
1.62 "Scheduled Monthly Energy Delivery" means the Net Energy scheduled to be
delivered during a given calendar month, as specified by Seller in the Energy Delivery Schedule.
1.63 "Subsequent Energy Delivery Schedule" is defined in Section 4.3.2 of this
Agreement.
1.64 "System" means the electic transmission substation and tansmission or
distribution facilities owned, operated or maintained by Transmission Provider, which shall
include, after consbuction and installation of the Facility, the circuit reinforceinents, extensions,
9
GENERAL CONDTTIONS
and associated terminal facility reinforcements or additions required to interconnect the Facility,
all as set forth in the Generator Interconnection Agreement.
1.65 "Tariff'means the PacifiCorp Transmission FERC Electric TariffVolume No. 11
Pro Forma Open Access Transmission Tariff, as revised from time to time, or the comparable
tariffof a successor Transmission Provider.
1.66 "Transmission Provider" means PacifiCorp Transmission or a successor,
including any Regional Transmission Organization.
SECTION 2: TERM. MILESTONES. COMMERCIAL OPERATION DATE
2.1 This Agreement shall become effestive after the occrurence of all of the following
events: (l) execution by both Parties; (2) approval by the Commission; provided, however, this
Agreement shall not become effective until the Commission has determined, pursuant to a final
order, that the prices to be paid for e,nergy and capacity are just and reasonable, in the public
interest, and that the costs incurred by PacifiCorp for purchases of capacity and energy from
Seller are legitimate exp€,lrses, all of which the Commission will allow PacifiCorp to recover in
rates in Idaho in the event other jurisdictions deny recovery of their proportionate share of said
expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect for a term of 2
years from the Commercial Operation Date ("Expiration l)ate").
2.2 Time is of the essence of this Agreement, and Seller's ability to meet certain
requirements prior to the Commercial Operation Date and to achieve Commercial Operation by
the Scheduled Commercial Operation Date is critically important. Therefore,
2.2.1 On or before the 30th day following the Effective Date, Seller shall
provide the Delay Security required under Section l0.l .l , as applicable.
2.2.2 Seller has previously provided PacifiCorp with a fully executed
Generation Interconnection Agreement from the Transmission Provider;
2.2.3 Seller shall provide PacifiCorp with documentation showing that
Seller has obtained retail electric service for the Facility prior to the Commercial
Operation Date
2.2.4 Seller shall cause the Facility to achieve Commercial Operation on
or before the Scheduled Commercial Operation Date;
2.2.5 If Commercial Operation of the Facility is achieved based on less
than 100 percent of the Expected Nameplate Capacity Rating, then Seller shall cause the
10
GENERAL CONDITIONS
Facility to achieve Final Completion on or before the 90th day after the Commercial
Operation Date;
2.2.6 At least ten business days prior to delivery of any energy from the
Facility to PacifiCorp, Seller shall provide PacifiCorp with a copy of Seller's QF FERC
certifi cation or self-certifi cation letter; and
2.2.7 Prior to Commercial Operation, Seller shall provide PacifiCorp with
an As-built Suppleme,nt acceptable to PacifiCorp.
2.3 Establishing Commercial Operation. To achieve Commercial Operation, Seller
must provide, subject to PacifiCorp's written approval which will not be umeasonably withheld,
writteir notice to PacifiCorp stating whe,n Seller believes that the Facility has achieved
Commercial Operation accompanied by the information described in Section 1.6. PacifiCorp's
approval, if given, shall designate the Commercial Operation Date. In no event will delay in
achieving the Scheduled Commercial Operation Date postpone the Expiration Date specified in
Section 2.1.
2.4 Delav Liquidated Damaees. Seller shall cause the Facility to achieve Commercial
Operation on or before the Scheduled Commercial Operation Date. If Commercial Operation
occurs after the Scheduled Commercial Operation Date, Seller shall be liable to pay PacifiCorp
delay damages for the number of days ("Delay Period") the Commercial Operation Date occurs
after the Scheduled Commercial Operation Date, until the earlier of occurence of the Commercial
Operation Date or the terrrination of this Agree,ment ("Delay Liquidated Dameges"). Billings
and paymeirts for Delay Liquidated Damages shall be made in accordance with Section 10.1.
2.4.1 Delav Damages. Delay Daurages equals the sum of the Delay Price
times the DelayVolume,
Where:
"I)elay Price" equals the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and OflPeak monthly Conforming Energy
Prices; and
"Delay Volume" equals the applicable Scheduled Monthly Energy Delivery
dividd by the number of days in that month.
SECTION 3: REPRESENTATIONS AND WARRANTIES
3.1 PacifiCorp represents, @venants, and warants to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing under the laws of
the State of Oregon.
l1
GENERAL CONDITIONS
3.1.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terms of this Agreement.
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it
to authorize the execution, delivery and performance of this Agreemeirt and the
consummation of the tansactions conternplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agree,lne,nt does not contavene any provision of, or constitute a default under, any
inde,nture, mortgage, or other material agreemeirt 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
legally binding obligation of PacifiCorp, e,nforceable against PacifiCorp in accordance
with its terrns (except as the enforceability of this Agreement may be limited by
bankruptcy, 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 Agreernent may be zubject to general principles of equity, whettrer
or not such enforceability is considered in a proceeding at equity or in law).
3.2 Seller represents, cov€nants, and warants to PacifiCorp that:
Seller is a duly registered non-profit corporation incorporated under
the laws of Utatr since 15 November 1972. Seller is also registered with the Secretary of
State of ldaho.
3.2.2 Seller has the requisite power and authority to €nter into this
Agreement and to perform according to the terms hereof, including all required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Seller's mernbers and managers have takeir all actions required to
authorize the execution, delivery and performance of this Agreement and the
consummation of the fransactions contemplated hereby.
3.2.4 The execution and delivery of this Agreerne,nt does not contravene
any provision of, or constitute a default under, any indenture, mortgage, or other material
agreemeirt binding on Seller or any valid order of any court, or any regulatory agency or
otherbody having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of
this Agreement may be limited by bankruptcy, insolvency, bank moratorium or similar
laws affecting reditors' rights generally and laws restricting the availability of equitable
re,lnedies and except as the enforceability of this Agreement may be subjeot to general
t2
GENERAL CONDITIONS
3.2.1
principles of equity, whether or not such e,nforceability is considered in a proceeding at
equity or in law).
3.2.6 The Facility shall for the term of this Agreement be a QF. At any
time PacifiCorp has a reasonable basis to believe during the term of this Agreement that
Seller's status as a QF is in question, PacifiCofp may require Seller, at Seller's cost, to
provide PacifiCorp with a written legal opinion from an attorney in good standing in the
state of Idatro and who has no economic relationship, association or nexus with the Seller
or the Facility stating that the Facility is a QF and providing sufficient proof (including
copies of all documents and data as PacifiCorp may request) deinonstrating that Seller
has maintained and will continue to maintain the Facility as a QF.
All information about the Facility set forth in Exhibit A and Exhibit
B has been verified by Seller and is true and accurate.
Neither the Seller nor any of its principal equity owners is or has
3.2.7
3.2.8
3.2.9
within the past two (2) years been the debtor in any bankruptry proceeding, is unable to
pay its bills in the ordinary course of its business, or is the subject of any legal or
regulatory action, the result of which could reasonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement.
Seller has not at any time defaulted in any of its payment obligations
for electicity purchased from PacifiCorp.
3.2.10 Seller is not in default under the Generator lnterconnection
Agreement or any other agreement between the Parties related to this Agreement the
Generator lnterconnection Agreemeng or the Facility, and is current on all of its financial
obligations under such agreements.
3.2.11 Seller owns, and will continue to own for the term of this
Agree,ment, all right, title and interest in and to the Facility, free and clear of all lie,ns and
e,ncumbrances other than liens and encumbrances related to third-party financing of the
Facility.
3.2.12 In entering into this Agreeme,nt 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, experience or expertise of
PacifiCorp in connection with the transactions contemplated by this Agreement.
3.2.13 All professionals or experts including but not limited to, engineers,
attomeys or accountants, that Seller may have consulted or relied on in undertaking the
transactions conternplated by this Agreement have bee,n solely those of Seller.
3.2.14 Seller's 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
13
GENERAL CONDITIONS
Agree,ment and Seller is not in material breach of any terms of such leases or other rights
in real property for the Facility or Premise.
3.3 Notice. If at any time during this Agreeme,nt, any Party obtains actual knowledge
of any event or information which would have caused any of the representations and warranties in
this Section 3 to have becn materially untrue or misleading when made or at any time during the
Term of this Agreement, such Party shall provide the other Party with written notice of the event
or information, the represe,ntations and warranties affected, and the action, if any, which such
Party intends to take to make the representations and warranties tnre and correct. The notice
required pursuant to this Section shall be grven as soon as practicable after the occurenoe of each
such event.
SECTION 4: DELTVERY OF ENERGY AITTD CAPACITY
4.1 Delivery and Acce,ptance of Net Output. Unless othenvise provided herein,
PacifiCorp will purchase and Seller will sell all Net Output from the Facility.
4.2 No Sales to Third Parties. During the term of this Agree,rne,nt, Seller shall not sell
any output fiom the Facility to any entity other than PacifiCorp.
4.3 Enerev Deliv€rv Schedule. Seller shall prepare and provide to PacifiCorp, on an
ongoing basis, a written scledule of Net Energy expected to be delivered by the Facility
("Energy Delivery Schedule"), in accordance with the following:
From the Commercial Operation Date through the first trrelve full calendar
months following the Commercial Operation Date, Seller predicts that the Facility
will produce and deliver the following monthly amounts ("Initial Year Energy
Delivery Schedule"):
Month
January
February
March
April
May
June
July
August
Energv Deliven (kWh)
3,509,418
3,245,462
3,357,888
3,070,696
2,gil,542
2,973,694
3,079,089
2,898,029
t4
GENERAL CONDITIONS
September
October
November
December
3,227,651
3,048,042
3,174,261
3,949,039
Seller may revise the Initial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.
4.3.2 Beginning at the end of the ninth full calendar month of Commercial
Operation, and at the e,nd of every third month thereafter, Seller shall supplement the
Energy Delivery Schedule with three additional months of forward estimates (which shall
be appended to this Agreement as Exhibit D) ("Subsequent Energy Delivery
Schedule"), such that the Energy Delivery Schedule will provide at least three months of
scheduled energy estimates at all times. Seller shall provide Subsequent Energy Delivery
Schedules no later than 5:00 p.m. of the fiflh business day after such ninth month and
each subsequent third month. If Seller does not provide a Subsequent Energy Delivery
Schedule by the above deadling scheduled energy for the omitted period shall equal the
amounts scheduled by Seller for the same three-month period during the previous year.
4.3.3 Upon and after the Commercial Operation Date, Seller may no
longer revise the Energy Delivery Schedule for the first six full calendar months of
Commercial Operation. After 5:00 p.m. MPT of the fifth business day following the eird
of the third full calendar month of Commercial Operation and the e,nd of each third
calendar month thereafter, Seller may no longer revise the Energy Delivery Schedule for
the six cale,ndar months immediately following such third month. Subject to the
foregoing restrictions in this Section 4.3.3, Seller may revise the Energy Delivery
Schedule for any unrestricted month by providing written notice to PacifiCorp. Failure to
provide timely written notice of changed amounts will be deerned to be an election of no
change.
4.4 Adjustnentof EnergyDeliv€r.vSchedule. Intheeventof aQualiffingCurtailment,
the Scheduled Monthly Energy Delivery will be adjusted, pro rata, ("Adjusted Scheduled
Monthly Energy Delivery") for that month to determine Conforming Energy and Non-
Conforming Energy. The Adjusted Scheduled Monthly Energy Delivery shall be calculated as
follows:
4.3.1
sMED(adi) = aMED.
[, - *H. o*H#",\
l5
GENERAL CONDITIONS
Where:
Scheduled Monthly Energy Delivery for the month in which the
Qualifyrng Curtailment occrrs
Adjusted Scheduled Monthly Energy Delivery for the month in
which the Qualifuing Curtailment occurs
the duration in hours of the Qualiffing Curtailment (f)
total hours in the month in which Qualifying Curtailment occurs
the Maximum Curtailed Facility Delivery Rate during the
Quali&ing Cudailment (r)
the Ma:rimum Facility Delivery Rate
a Qualifying Cutailment
the number of Qualifuing curtailments in the month
Conforming Energy annual rate from Table 1, below, for the year of the
Net Output.
monthly On-Peak or Off-Peak multiplier from Table 2, below, that
corresponds to the month of the Net Output and whether the Net Output
occurred during On-Peak Hotus or Off-Peak Hours.
85% of weighted average of the av€rage lndex Price for thc month, or
portion ofmonth, of Net Output.
Example calculations are provided in Exhibit G.
16
GENERAL CONDTTIONS
Hci
Ht
DRci
SMED
SMED(adj) =
DRm
i
n
AR..
MPM
Mid-c-85 :
Where Qualifuing Curtailments overlap, each distinct period of overlap shall be calculated as a
sc,parate Quali&ing Curtailment such that no hour within a calendar month may figure into more
than one Qualiffing Curtailment.
SECTION 5: PURCIIASE PRICES
5.1 Enerey Purchase Price. Except as provided in Sections 5.3, PacifiCorp will pay
Seller non-levelized, Conforming Energy or Non-Confonning Energy Purchase Prices for Net
Output adjusted for the month and On-Peak Hours or OflPeak Hours using the following
formulae:
Conforming Energy Purchase Price = A&" * MPM
Non-Conforming Energy Purchase Price = Minimurr of [AR". * MPM; or
Mid- c-8sl
Where
Table 1: Conforming Energy Annual Rates
Year
Conforming Energy
AnnualRate (AR*)
$/ilrwh
2015 $52.28
2016 $s1.84
2017 $5s.01
Table 2: Monthly On-Peak/Off-Peak Multipliers
Month On-Peak
Hours
Off-Peak
Hours
January l03o/o 94o/o
February l05o/o 97o/o
March 95%80o/o
Aoril 95%760/o
May 92o/o 630/o
June 94o/o 65o/o
Julv t2t%92o/o
August t2t%l060/o
September 109%99o/o
October ll5o/o t05%
November ll0o/o 960/o
December 129%l20o/o
5.2 Payment.
For each Billing Period in each Contract Year, PacifiCorp shall pay Seller as follows:
For Conforming Energy delivered to the Point of Delivery:
Paynent = (CEnergy6r-po"r, * CEPPrice6,o-poL / 1000) +
(CEnergyor-poL * CEPPriceorr-por. / 1000)
For Non-Conforming Energyl delivered to the Point of Delivery:
Payment = (NCEnergyen-p*r + NCEPPriceq,r-p.a1l 1000) +
(NCEnergyq6-peak * NcEPPriceo,n-p""r. / 1 000)
Where:
CEnergy = Conforming EnergY in kWh
CEPPrice : Conforming Energy Purchase Price in $A,IWh
NCEnergy : Non-Conforming Energy in kWh
I See definition of "Non-Conforming Energy''.
t7
GENERAL CONDITIONS
NCEPPrice = Non-Conforming Energy Purchase Price in $/lvtwh
On-Peak : the corresponding value for On-Peak Hours
Off-Peak = the corresponding value for OflPeak Hours
Example calculations are provided in Exhibit H.
5.3 Inadverte,nt Energy. PacifiCorp may acce,pt Inadvertent Energy at its sole
discretion, but will not purchase or pay for Inadvertort Energy.
SECTION 6: OPERATION AIIID CONTROL
6.1 As-Built Supplement. Upon completion of any construction materially affecting
the Facility, Seller shall provide PacifiCorp an As-built Supplement bearing the stamp of a
Lice,lrsed Professional Engineer that accurately depicts the Facility as built. The As-built
Suppleme,nt must be reviewed and approved by PacifiCorp, which approval shall not
unreasonably be withheld, conditioned or delayed.
6.2 Safe Operation. Seller shall operate and maintain the Facility in a safe manner in
accordance with the Generator Interconnection Agreement, Prudent Electrical Practices and in
accordance with the Requirements of Law and the National Electric Safety Code as zuch laws and
code may be amended from time to time. PacifiCorp shall have the right to inspect the Facility to
confirm that Seller is operating the Facility in accordance with the provisions of this Seotion 6
upon reasonable notice to Seller. Seller is solely responsible for the operation and maintenance of
the Facility. PacifiCorp shall not, by reason of its decision to inspect or not to inspect the Facility,
or by any action or inaction taken with respect to any such inspection, assume or be held
responsible for any liability or occurrence arising from the operation and maintenance by Seller of
the Facility.
6.3 Enersv Acceptance: Curtailment. PacifiCorp shall not be obligated to purchase,
receive, pay for, or pay any darnages associated with Net Output if zuch Net Output is not
delivered to the System or Point of Delivery for any reason including but not limited to any of the
following: (a) the interconnection between the Facility and the System is disconnected,
suspended or intemrpted, in whole or in part, under the terms of the Generator Interconnection
Agreeme,nt, (b) the Transmission Provider or Network Service Provider directs a general
curtailment, reduction, or redispatch of generation in the areq (which would include the Net
Output) for any reason, even if such curtailment or redispatch directive is carried out by
PacifiCorp, which may fulfill such directive by acting in its sole discretion; or if PacifiCorp
curtails or otherwise reduces the Net Output in order to meet its obligations to the Transmission
Provider or Network Sei:vice Provider to operate within slntem limitations, (c) the Facility's Net
Output is not received because the Facility is not fully integrated or synchronized with the
Syste,m, or (d) an event of Force Majeure prevents either Party from delivering or receiving Net
Output. Seller shall reasonably determine the MWh amount of Net Output curtailed pursuant to
this Section 6.3 after the fact based on the amount of energy that could have bee,n generated at the
Facility and delivered to PacifiCorp as Net Output but that was not generated and delivered
l8
GENERAL CONDITIONS
because of the curtailment. Seller shall determine the quantity of such curtailed energy based on
(x) the time and duration of the curtailment period. Seller shall promptly provide PacifiCorp with
access to such information and data as PacifiCorp may reasonably require to confirm to its
reasonable satisfaction the amount of energy that was not generated or delivered because of a
curtailmeirt described in this Section 6.3.
6.4 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp, acting in its
merchant capacity function as purchaser under this Agreement, has no responsibility for or
control over PacifiCorp Transmission or any successor Transmission Provider and that interaction
between PacifiCorp and PacifiCorp Transmission are at arms' length pursuant to the Tariff and
FERC Order No. 888 and related regulation.
6.5 Scheduling Net Output. At least ninety (90) days before the first day of each
calendar 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 notifu PacifiCorp in writing of any changes or updates
to the Schedule for that month. At or before 0730 MPT on the daybefore a given day of delivery,
Seller shall notiff PacifiCorp's generation coordinator desk, by telephoning 503-813-6090 or
se,nding a facsimile to 503-813-6265, of any changes to the Schedule for the delivery day. Seller
shall notiff PacifiCorp's generation coordinator desk no later than two hours following the
commencement of an eve,nt 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
independe,nt of and does not alter the Energy Delivery Schedule.
6.6 Delivery Exceeding the Maximum GIA Delivery Rate. Seller shall not deliver
en€rgy from the Facility to the Point of Delivery at a rate that exceeds the Maximum GIA
Delivery Rate. Seller's failure to limit such deliveries to the Marimum GIA Delivery Rate shall
be a breach of a material obligation subject to I I .1 .8.
6.7 Outages.
6.7.1 Planned Outaees. Except as othe,mrise 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 e,nable
a vendor to satisfu a guarantee requirement in a situation in which the vendor is not
otherwise able to perform the guarantee work at a time other than during one of the
months specified above. Seller shall, in Exhibit D, provide PacifiCorp with an annual
forecast of Planned Outages for each Contract Year at least one (1) month, but no more
that three (3) months, before the first day of that Contract Year, and shall promptly
update such schedule, or otheirrise change it only, to the extent that Seller is reasonably
required to change it in order to comply with Prudent Electrical Practices. Seller shall not
schedule more than one hundred fifty (150) hours of Planned Outages for each calendar
year. Seller shall not schedule any maintenance of Interconnection Facilities during such
t9
GENERAL CONDITIONS
months, without the prior written approval of PacifiCorp, which approval may be
withheld by PacifiCorp in its sole discretion.
6.7.2 Maintenance Outases. If Seller reasonably determines that it is
necessary to schedule a Maintenance Outage, Seller shall notifu PacifiCorp of the
proposed Mainte,nance 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 cons€,nt in light of then existing conditions). Upon such notice, the Parties
shall plan the Maintenance Outage to mutually accommodate the reasonable requirernents
of Seller and the service obligations of PacifiCorp. Seller shall take all reasonable
measures and use best efforts consistent with Pnrdent Electical Practices to not schedule
any Maintenance Outage during the following periods: June 15 through June 30, July,
Augus! and September 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 orally. Seller shall confirm any such oral notification in writing as soon as
practicable. PacifiCorp shall promptly respond to such notice and may request
reasonable modifications in the schedule for the outage. Seller shall use all reasonable
efforts to comply with PacifiCorp's request to modifr the schedule for a Maintenance
Outage if such modification has no substantial impact on Seller. Seller shall notify
PacifiCorp of any subsequent changes in generation capacity of the Facility during zuch
Mainte,nance Outage and any changes in the Maintenance Outage completion date and
time. Seller shall take all reasonable measures and exercise its best efforts consistent
with Prudent Electrical Practices to minimize the frequency and duration of Maintenance
Outages.
6.7.3 Forced Outases. Seller shall promptly provide to PacifiCorp an oral
report, via telephone to a number specified by PacifiCorp, of any Forcod Outage of the
Facility. Such report shall include the amount of generation 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 prompfly update the report as necessary to
advise PacifiCorp of changed circumstances. If the Forced Outage resulted in more than
15% of the Facility Capacity Rating of the Facility being unavailablg Seller shall confirm
the oral report in writing iN soon as practicable. Seller shall take all reasonable measures
and exercise its best efforts consiste,nt with Prudent Electrical Practices to avoid Forced
Outages and to minimize their duration.
6.7.4 Notice of Deratinss and Outaees. Without limiting other notice
requirements, Seller shall notifu PacifiCorp, via telephone to a number specified by
PacifiCorp, of any limitation, restriction, derating or outage known to Seller that affects
the generation capacity of the Facility in an amount greater than five percent (5%) of the
Facility Capacity Rating for the following day. Seller shall promptly update such notice
to reflect any material changes to the information in such notice.
20
GENERAL CONDITIONS
6.8 Effect of Outaees on Estimated Output. 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 Schodule set forth in Exhibit D.
6.9 lncrease to the Maximum Facilitv Delivery Rate. Seller may, in accordance with
this Section 6.10 and upon written approval by PacifiCorp, increase the Maximum Facility
Delivery Rate, unless, after such increase, under normal or average design conditions the Net
Output would exceed the Maximum Monthly Purchase Obligation in any givor month.
PacifiCorp approval of such increase is conditioned on the Public Utility Regulatory Policies Act
(16 U.S.C. 824a-3) and other applicable law requiring PacifiCorp to purchase the incremental Ne
Output. If Seller increases the Maximum Facility Delivery Rate, PacifiCorp will continue to pay
for base Net Output at the rate(s) prescribed by Section 5 of this Agreement, and PacifiCorp will
pay for increrrental Net Output resulting from the increase to the Maximum Facility Delivery
Rate at the rate(s) prescribed by the Commission at the time of PacifiCorp's approval, if granted,
of the increase in the Maximum Facility Delivery Rate. PacifiCorp shall specifu in its approval, if
granted, a reasonable means of distinguishing such base Net Output from such incremental Net
Output.
6.10 Access Riehts. 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 ("PacifiCorp
Representatives") with reasonable access to the Facility: (a) for the purpose 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
On April 2,2015, Seller provided to PacifiCorp a motive force plan attached hereto as Exhibit
F, demonstrating to PacifiCorp's reasonable satisfaction: (1) the feasibility that Facility Net
Energy will equal the Energy Delivery Schedules in Section 4.3 and Exhibit D for the duration
of this Agreement; and (2) the likelihood that the Facility, under average design conditions, will
generate at no more than 10 alvtW in any calendar month, together with a certification from a
Licensed Professional Engineer attached as part of Exhibit F, certiffing to PacifiCorp that the
Facility can reasonably be expected to perform as predicted in the motive force plan for the
duration of this Agreement. The motive force plan included, or was accompanied by, all
Required Facility Documents relating to Seller's right to use the motive force as reasonably
determined by PacifiCorp, which accompanying documents, if any, are attached hereto as part of
Exhibit F.
SECTION 8: METERING
8.1 Meterine Adjustne'nt. Met€ring will be performed at the location and in the
manner specified in Exhibit B and the Generator Interconnection Agreement. All quantities of
2L
GENERAL CONDITIONS
energy purchased herzunder shall be adjusted to account for electrical losses, if any, between the
point of metering and the Point of Delivery, so that the purchased amount reflects the net amount
of powe* flowing into the System at the Point of Delivery.2 The loss adjustnent shall be a
reduction of 2o/o of the kWh energy production recorded on the Facility output meter until actually
measured and calibrated at the meter by PacifiCorp Transmission and documented in a signed
letter to Seller from PacifiCorp's QF Contracts Administrator.
8.2 Metering Errors. If any inspections or tests made pursuant to the Generator
Interconnection Agreement discloses an elror exceeding two percent (2%o), erther 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 if that
period can be ascertained. Ifthe actual period cannot be ascertained, the prop€r correstion shall
be made to the measurements taken during the time the metering equipment was in service since
last tested, but not exceeding three Billing Periods, in the amount the metering equipment shall
have been shown to be in error by such test. Any correction in billings or payments resulting
from a correction in the meter records shall be made in the next monthly billing or payment
reirdered.
8.3 Telemetering. In accordance with the Ge,nerator lnterconnection Agreement, Seller
shall provide telemetering equipment and facilities capable of tansmitting to Transmission
Provider (who will share it with PacifiCorp as authorized by Exhibit I, 'oSeller Authorization to
Release Generation Data to PacifiCorp") the following information concerning the Facility on a
real-time basis, and will operate such equipment when requested by PacifiCorp to indicate:
(a) instantanous MW output at the Point of Delivery;
(b) Net Output; and
(c) the Facility's total instantaneous generation capacity.
8.4 Monthly Reports and Loes and Other lnformation.
8.4.1 Electonic Fault [oe. Seller shall maintain an electronic fault log of
operations of the Facility during each hour of the terrr of this Agreernent commencing on
the Commercial Operation Date. Seller shall provide PacifiCorp with a copy of the
electronic fault log within thirty (30) calendar days after the end of the Billing Period to
which the fault log applies.
8.4.2 Upon the request of PacifiCorp, Seller shall provide PacifiCorp the
manufacturers' guidelines and recommendations for maintenance of the Facility
equipment.
2 If station senrice is supplied via separate facilities, PacifiCorp will deduct station se,l:rrice from
the metered facility output to calculate Net Output.
22
GENERAL CONDITIONS
8.4.3 By each January 10 following the Commercial Operation Date,
Seller shall provide to PacifiCorp written certification that Seller has completed all the
manufacturers' guidelines and recommendations for maintenance of the Facility
equipment applicable to the prwious calendar year.
8.4.4 At any time from the Effective Date, Seller shall provide to
PacifiCorp one (1) year's advance notice of the termination or expiration of any
agreerneirt, other than this Agreement, pursuant to which the Facility or any equipment
relating thereto is upon the Facility site; provided that the foregoing does not authorize
any early termination of any land lease or other rights in real property associated with the
Facility or Premise.
8.4.5 As soon as it is known to Seller, Seller shall disclose to PacifiCo.p,
the extent of any material violation of any environmental laws or regulations arising out
of the constnrction or operation of the Facility, or the pres€nce of Environmental
Contamination at the Facility or on the Premises, allegod to exist by any Governm€ntal
Authority having jurisdiction over the Premises, or the present existemce of or the
occurrence during Selleros occupancy of the Premises of, any enforcement, legal, or
regulatory action or proceeding relating to such alleged violation or alleged presence of
Environmental Contamination presently occurring or having occu:red during the period
of time that Seller has occupied the Premises. PacifiCorp shall have no responsibility or
liability for any Environmeirtal Contamination at the Facility or Premise. Seller
indemnifies and holds PacifiCorp harmless for any liability, costs or expenses associated
with Environmental Contamination at or on the Facility or Pre,mise.
8.5 Maintenance of Metering Equipment. To the extent not othenrise provided in the
Generator Interconnection Agreemoent, PacifiCorp shall inspect, test repair and replace the
metering equipment periodically, or at the request of Seller if Seller has reason to believe
metering may be off and requests an inspection in writing. To the extent not otherurise providd
in the Generator lnterconnection Agreernent, all PacifiCorp's costs relating to designing,
installing, maintaining, md repairing metering equipmeirt installed to accommodate Seller's
Facility shall be borne by Seller.
SECTION 9: BILLINGS. COMPUTATIONS AITID PAYMENTS
9.1 Palrnrent for Net Outout. On or before the thirtieth (30ttr) day following the e,nd of
each Billing Period, PacifiCorp shall send to Seller payment for Seller's deliveries of Net Output
to PacifiCorp, together with computations supporting such payment. PacifiCorp may offset any
such palment to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement, the
Generator Interconnection Agree,ment and any other agree,ment(s) betrveen the Parties. Any zuch
offsets shall be separately itemized on the statement accompanying each paynent to Seller.
9.2 Corrections. PacifiCorp shall have up to twelve (12) months to adjust any payme,nt
made pursuant to Section 9.1. In the event PacifiCorp determines it has overpaid Seller (for
23
GENERAL CONDITIONS
lnadvertent Energy, calibration error, or otherwise), PacifiCorp may adjust Seller's future
payment accordingly in order to correct the error in a reasonable time.
9.3 Interest on Overdue Amounts. Any amounts owing after the due date thereof shall
bear interest at the Prime Rate plus two percent (2%) per annum from the date due until paid;
provided, however, that the interest rate shall at no time exceed the ma:rimum rate allowed by
applicable law.
9.4 Disputed Amounts. If either Party, in good faith, disputes any amount due pursuant
to an invoice rendered hereunder, such Party shall notifu the other Party of the speoific basis for
the dispute and, if the invoice shows an amount due, shall pay that portion of the statement that is
undisputed, on or before the due date. Except as provided in Section 9.2, ary such notice of
dispute shall be provided within one (l) year of the date of the invoice in which the error first
occurred. Failure to provide such notice in the time provided in this Section shall act as a waiver
of the claim and the billing shall be final. If any amount disputed by such Party is determined to
be due to the other Party, or if the Parties resolve the payment dispute, the amount due shall be
paid within five (5) days after such determination or resolution, along with interest in accordance
with Section 9.3.
SECTION 10: SECURITY
10.1 Delay Security: Delay Security is not required if Seller meets the Credit
Require,rnents. Seller shall provide within five Business Days from receipt of a written request
from PacifiCorp all reasonable financial records necessary for PacifiCorp to confirm Seller
satisfi es the Credit Requireme,nts.
10.1.1 Duty to Post Securitv. If Seller does not meet Credit Requiremeirts,
by the date provided in Section 2.2.1, Seller shall post a l-etter of Credit cash or a
parental guaranty, each in a form and from an entity acceptable to PacifiCorp, in the
amount of $252,000 as calculated purzuant to Section 10.1.2 ("Delay Security"). To the
exte,nt PacifiCorp receives payment from the Delay Security, Seller shall, within fifteen
(15) calendar days, restore the Delay Security as ifno such deduction had occurred.
10.1.2 Calculation of Delay Securi8. The dollar value of Delay Security
shall equal the greater of: (l) forty-five dollars ($45) multiplied by the Maximum Facility
Delivery Rate with the Maximum Facility Delivery Rate being measured in kW; or (2)
the sum of the products, for each of the first three calendar months after the Scheduled
Commercial Operation Date, of;
the energy in the Initial Year Energy Delivery Schedule for the month (kwh)
multiplied by the monthly weighted average On-Peak and Off-Peak Conforming
Energy Purchase Price for the months ($/IttWn1 divided by 1000.
Such amount shall be fixed upon execution of this Agreement.
24
GENERAL CONDITIONS
10.1.3 Rieht to Draw on Security. PacifiCorp shall have the right to draw
on the Delay Security to collect Delay Liquidated Damages. Comme,ncing on or about
the first of each month, PacifiCorp will invoice Seller for Delay Liquidated Damages
incured, if any, during the preceding month. If insufficient Delay Security is available,
Seller shall pay PacifiCorp for invoiced Delay Liquidated Damages no later than five
business days after receiving such invoice. The Parties will make billings and payments
for Delay Liquidated Damages in accordance with Section 9.
10.1.4 Release of Delay Securiw. Unless PacifiCorp reasonably disputes
whether Seller has paid all Delay Liquidated Damages, PacifiCorp shall release the Delay
Security on the earlier of the 30th calendm day following @mmencement of Commercial
Operation or the 60th calendar day following PacifiCorp's early termination of this
Agreement.
10.1.5 Default. Seller's failure to post and maintain Delay Security
accordance with Section 10.1 will constitute an event of default, unless cured
accordance with Section 11.1.1 of this Agreernent.
SECTION 11: DEFAULTS AI{D REMEDIES
11.1 The following events shall constitute defaults under this Agreement:
11.1.1 Non-Payrnent. A Party's failure to make a pa)rnent when due under
this Agreement, or post and maintain security in confonnance with the require'rrents of
Section 10, or maintain insurance in conformance with the requirernents of Section 13 of
this Agreeme,nt, if the failure is not cured within ten (10) business days after the non-
defaulting Party gives the defaulting Party a notice of the default.
ll.l.2 Breach of Represe,ntation. Breach by a Party of a representation or
warranty set forth in this Agreerrent, if such failure or breach is not cured within thirty
(30) calendar days following writtm notice.
ll.l.3 Default on Other Asree,rne,nts. Seller's failure to cure any default
under the Generator Interconnection Agreement or any other agree,rrent between the
parties related to this Agreement the Generator Interconnection Agreement, or the
Facility within the time allowed for a cure under such agreement or instrument.
11.1.4 Insolvency. A Party (a) makes an assignment for the be,nefit of its
creditors; (b) files a petition or otherwise commences, authorizes or acquiesces in the
commenc€ment of a proceeding or cause of action under any bankruptcy or similar law
for the protection of creditors, or has zuch a petition filed against it and such petition is
not withdrawn or dismissed within sixty (60) calendar days after such filing; (c) becomes
insolvent; or (d) is unable to pay its debts when due.
25
GENERAL CONDITIONS
m
in
I I .1.5 Material Adverse Change. A Material Adverse Change has occurred
with respect to Seller and Seller fails to provide such performance assurances as are
reasonably requested by PacifiCorp, within fifteen (15) business days from the date of
such request.
11.1.6 Sale to Third-Party. Seller's sale of Net Output to an entity other
than PacifiCorp, as prohibited by Section 4.2.
ll.L.l Non-Delive,r:rr. Unlcss excused by an event of Force Majeure,
Seller's failure to deliver any Net Energy to the Point of Delivery for three consecutive
calendar months, if the failure is not cured within thirty (30) calendar days after
PacifiCorp gives Seller notice of the default.
11.1.8 Failure to Meet Guaranteed Comm€rcial Operation Date. Seller fails
to cause the Facility to achieve Commercial Operation on or before the Guaranteed
Commercial Operation Date.
11.1.9 Other Defaults. Except as othe,nvise provided above, a Party
otheru,ise fails to perform any material obligation (including but not limited to failure by
Seller to meet any deadline set forth in Section 2.2) imposed upon that Party by this
Agreement if the failure is not crned within ttrirty (30) calendar days after the non-
defaulting Party gives the defaulting Party notice of the default; provided, however, that,
upon written notice from the defaulting Party, this thity (30) day period shall be
exte,nded by an additional ninety (90) calendar days if (a) the failure cannot reasonably be
cured within the thirty (30) day period despite diligent efforts, (b) thc default is capable
of being cured within the additional ninety (90) day period, and (c) the defaulting Party
oomm€nces the cure within the original thirfy (30) day period and is at all times thereafter
diligently and continuously proceeding to cure the failure.
ll.2 ln the event of any default hereunder, the non-defaulting Party must notiff the
defaulting Party in writing of the circumstances indicating the default and outlining the
requke,ments to cure the default. tf the default has not bee,n cured within the prescribed time,
above, the non-defaulting Party may terminate this Agreeme,nt at its sole discretion by delivering
written notice to the other Party and may puniue any and all legal or equitable remedies provided
by law or pursuant to this Agreement. The rights provided in this Section 11 are cumulative such
that the exercise of one or more rights shall not constitute a waiver of any other rights.
11.3 In the event this Agreement is terminated because of Seller's default and Seller
wishes to again sell Net Output from the facility using the same motive force to PacifiCorp
following such termination, PacifiCorp in its sole discretion may require that Seller do so subject
to the terms of this Agreement, including but not limited to the purchase prices (as set forttr in
Section 5), until the Expiration Date (as set forth in Section 2.1).
tl.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
26
GENERAL CONDITIONS
period of twelve (12) months ("Replacement Period") from the date of termination plus the
estimated administrative cost to acquire the replacement power ("Net Replacement Power
Costs"). Net Replacement Power Costs equals the sum of: the Replacanent Price times the
Re,placanent Volume, for each day of the Replacement Period, plus the estimated administrative
cost to the utility to acquire replacement power.
11.5 Where:
11.6 "Replacement Price" equals the positive difference, if any, of the Index Price
minus the weighted average of the On-Peak and OffiPeak Conforming Energy Prices; and
11.7 "Rephcement Volume" equals the applicable Scheduled Monthly Energy Delivery
divided by the number of days in that m9nth.
ll.8 Amounts owed by Seller pursuant to this Section shall be due within fifteen (15)
business days after an invoice from PacifiCorp for the same. The Parties agree that the damages
PacifiCorp would incur due to termination resulting from Seller's default would be diffrcult or
impossible to predict with certainty, and that the damages in this Section 11.4 are an appropriate
approximation of such damages.
I1.9 Recoupment of Damases.
(a) Default Securitv Available. If Seller has posted default security,
PacifiCorp may draw upon that security to satisff any damages, above.
(b) Default Security Unavailable. If Seller has not posted default security, orif PacifiCorp has exhausted the default security, PacifiCorp may (in
addition to any other remedy at law) collect any remaining amount owing
by partially withholding future payments to Seller over a reasonable
period of time. PacifiCorp and Seller shall work together in good faith to
establish the period, and monthly amounts, of such withholding so as to
avoid Seller's default on its commercial or financing agreements
necessary for its continued operation of the Facility.
SECTION 12: INDEMMFICATION AND LIABILITY
l2.l Indemnities.
l2.l.l lndemnity by Seller. Seller shall release, indemniff and hold
hamrless PacifiCorp, its directors, offic€,rs, age,lrts, and represe,ntatives against and from
any and all losses, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at tial and on appeal, resulting from, or arising out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and at the Point of
Delivery, (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's operation
and/or maintenance of the Facility or activities on the Premise, or (d) arising from
27
GENERAL CONDITIONS
Seller's breach of this Agreernent, including without limitation any loss, claim, action or
zuit, for or on account of injury, bodily or othenvise, to, or death of, persons, or for
damage to, or destnrction or economic loss of property belonging to PacifiCorp, Seller or
others, excepting only such loss, claim, astion or suit as may be caused solely by the fault
or gross negligence of PacifiCorp, its directors, officers, e,mployees, agents or
representatives.
12.1.2 Inde,mnity by PacifiCorp. PacifiCorp shall release, indemniff and
hold harmless Seller, its directors, offic€,rs, age,nts, lenders and representatives 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 the enerry 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
injury, bodily or othenrise, to, or death of, porsons, or for damage to, or destruction or
economic loss of property, excepting only such loss, claim, action or suit as may be
caused solely by the fault or gross negligence of Seller, its directors, offic€trs, e,mployees,
agents, lenders or representatives.
12.2 No Dedication. Nothing in this Agreernent shall be conshued to create any duty to,
any standard of care with refere,nce to, or any liability to any person not a Party to this
Agreement. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the other Party or to
the publig nor affect the status of PacifiCorp as an independent public utility corporation or Seller
as an independent individual or entity.
12.3 No Walranty. Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by
PacifiCorp and PacifiCorp makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.
12.4 CONSEOUENTI.AL DAMAGES. EXCEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE DELAY DAMAGES OR OTHER SPECIFIED
MEASURE OF DAMAGES E)(PRESSLY PROYTDED FOR IN THIS AGREEMENT,
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR SPECTAL, PUNITME,
INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER SUCH
DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT LT.ABILITY, STATUTE OR OTHERWISE.
SECTION 13: INSURANCE
l3.l Certificates. Prior to connection of the Facility to PacifiCorp's electric system, or
another utility's electric system if delivery to PacifiCorp is to be accomplished by wheeling,
Seller shall secure and continuously carry insurance in compliance with the requirements of this
28
GENERAL CONDITIONS
Section 13. Seller shall provide PacifiCorp insurance certificate(s) (of "ACORD Form" or the
equivalent) certifring Seller's compliance with the insurance requirements hereunder upon the
Effective Date and on each annual anniversary of the Effective Date or as otherrvise requested by
PacifiCorp. Commercial General Liability coverage written on a "claims-made" basis, if any,
shall be specifically identified on the certificate. If requested by PacifiCorp, a copy of each
insurance policy, certified as a tme copy by an authorized representative of the issuing insurance
company, shall be furnished to PacifiCorp
13.2 Required Policies and Coverages. Without limiting any liabilities or any other
obligations of Seller under this Agreemeirt, Seller shall secure and continuously carry with an
insurance company or companies rated not lower than "A" by the A.M. Best Company the
insurance coverage specified in Exhibit 1 to this Agreement.
SECTION 14: FORCE MAJEURE
14.1 As used in this Agreement "Force Majeure" or "8n event of Force Majeure"
means any cause beyond the reasonable contol of the Seller or of PacifiCorp which, despite the
exercise of due diligence, such Party is unable to prevent or overcome. By way of examplg
Force Majeure may include but is not limited to acts of God, flood, storms, wars, hostilities, civil
strife, skikes, and other labor disturbances, earttrquakes, fires, lightning, epidemics, sabotage,
restraint by court order or other delay or faih.re in the performance as a result of any action or
inaction on behalf of a public authority which is in each case (i) beyond the reasonable control of
such Party, (ii) by the exercise ofreasonable foresight such Party could not reasonably have been
expected to avoid and (iii) by the exercise of due diligence, such Party shall be unable to prevent
or ov€rcome. Force Majeure, however, specifically excludes the cost or availability of fuel or
motive force to operate the Facility or changes in market conditions that affect the price of energy
or tansmission. If either Party is rendered wholly or in part unable to perform its obligation under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
14.1.1 the non-performing Party, shall, within five (5) days after the
occrurenoe of the Force Majeure, give the other Party written notice describing the
particulars of the occlur€nce, including the start date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains partially operational and the expected end
date of the Force Majeure;
14.1.2 the suspe,nsion of performance shall be of no greater scope and of no
longer duration than is required by the Force Majerne;
14.1.3 the non-performing Party uses its best efforts to remedy its inability
to perform; and
14.1.4 the non-performing Party shall provide prompt writteir notice to the
other Party at the end of the Force Majeure event detailing the end date, cause there of,
29
GENERAL CONDITIONS
damage caused there by and any re,pairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
14.2 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.
14.3 Neither Party shall be required to settle any strike, walkout, lockout or other labor
dispute on terms which, in the sole judgment of the Party involved in the dispute, are contary to
the ParSs best interests.
14.4 PacifiCorp may terminate the Agreement if Seller fails to remedy Seller's inability
to perform, due to an eve,nt of Force Majeure, within six (6) months after the occlurenoe of the
went of Force Majeure.
SECTION 15: SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall ever be construed to create an association, trust,
partnership or joint venture or to impose a tust or partnership duty, obligation or liability
betwee,n the Parties. tf Seller includes two or more entities, each such entity shall be jointly and
severally liable for Seller's obligations under this Agree,me,nt.
SECTION 16: CIIOICE OF LAW
This Agreement shall be interpreted and enforced in accordance with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of the laws of another
jurisdiction.
SECTION 17: PARTIAL IITTVALIDITY
It is not the intention of the Parties to violate any laws governing the subject matter of this
Agreement. If any of the tems of the Agreement are finally held or determined to be invalid,
illegal or void as being contrary to any applicable law or public policy, all other terms of the
Agree,rrent shall re,rnain in effect. If any terms are finally held or det€nnined to be invalid,
illegal or void, the Parties shall enter into negotiations concerning the terms affected by such
decision for the purpose of achieving conformity with requirements of any applicable law and
the intent of the Parties to this Agreemeirt.
SECTION lE: IVAfVER
Any waiver at any time by either Party of its rights with respect to a default under this
Agree,lnent or with respect to any other matters arisrng in connection with this Agreement must
be in writing, and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
30
GENERAL CONDITIONS
SECTIoN 19 : GOVERNLENTAL JURISDICTION AI\[D AUTIIORIZATIONS
PacifiCorp's compliance with the terms of this Agreeme,nt is conditioned on Selle,fs submission
to PacifiCorp prior to the Commercial Operation Date and Seller's maintenance thereafter of
copies of all local, state and federal licenses, permits and other approvals as the,n may be required
by law for the construction, operation and maintenance of the Facility.
SECTION 20: SUCCESSORS AND ASSIGNS
20.1 This Agreement and all of the terms and provisions hereof shall be binding upon
and inure to the be,nefit of the respective successofir and assigns of the Parties hereto. This
Agrecment may be assigned by either Party upon 30 business days (or longer if reasonably
required) prior written notice and opportunity to object by the other Party; provided that:,
20.1.1 Any entity with which PacifiCorp may consolidate, or into which it
may merge, or to which it may convey or transfer substantially all of its electric utility
assets, shall automatically, without firther act, and without need of consent or approval
by the Seller, succeed to all of PacifiCorp's rights, obligations, and interests under this
Agreement.
20.1.2 Either Party may assign this Agreernent without the consent of the
other Party to any affiliate of the assigning Party with an equal or greater credit rating and
with the legal authority and operational ability to satisff the obligations of the assigning
Party under this Agree,rnent, provided that Seller prompfly notifies the PacifiCorp of any
such assigrunent.
20.1.3 Seller shall have the right to assign this Agreement, without the
consent of the PacifiCorp, for collateral security purposes to aid in providing financing
for the Facility, provided that the Seller will promptly notify PacifiCorp of any such
assignment.
20.1.4 Any affempted assigrmrent that violates this article is void and
ineffective. An assignee is responsible for meeting the same financial, credit, and
insurance obligations as the assignor. Where required, consent to assignment will not be
unreasonably withheld, conditioned or delayed.
SECTION 21: ENTIRE AGREEMENT
2l.l This Agreement supersedes all prior agreernents, proposals, r€,presetrtations,
negotiations, discussions or letters, whether oral or in writing, regarding PacifiCorp's purchase of
Net Output from the Facility. No modification of this Agreement shall be effective unless it is in
writing and signed byboth Parties.
3l
GENERAL CONDITIONS
21.2 By executing this Agreernenq each Party releases the other from any claims, known
or unknown, that may have arisen prior to the exectrtion of this Agreement with respect to the
Facility and any predecessor facility proposed to have been constucted on the site of the Facility
and using the same motive force.
SECTION 22: JURY TRIAL WAIVER
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO
WAIVES ANY RIGHT IT MAY HAVE TO A TRI.AL BY JURY IN RESPECT OF
LITIGATION DIRECTLY OR INDTRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE AT.IY ACTION IN WHICH A JURY TRI.AL HAS BEEN
WAIVED WITH ANY OTHER ACTTON IN WHICH A ruRY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.
SECTION 23: NOTICES
All notices except as otherwise provided in this Agreeme,nt shall be in writing, shall be directed
as follows and shall be considered delivered if delivered in person or when deposited in the U.S.
Mail, postage prepaid by certified or registered mail and return receipt requested.
32
GENERAL CONDITIONS
Notices PacifiCorp Seller
All Notices PacifiCorp
825 NE Multnomah Street Portland,
oR97232
Attn: Contract Adminishation,
Suite 600
Phone: (503) 813 - 5380
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Federal Ta< ID Number: 93-0246090
Brigham Young University
Phone: [phone]
Email: [e-mail]
Federal Tax ID No: 82-0207699
All Invoices:Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
(same as above)
Scheduling:Attn: Resource Planning, Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 -6265
(same as above)
Payments:Atbn: Back Office, Suite 700
Phone: (503) 813 - 5578
(same as above)
Notlces PeclflCorp Seller
Facsimilc: (503) 813 - 5580
Wlre
Trsnsfer:
Bank One N.A.
To be provided in separatc lettcr from
PacifiCorp to Seller
Confidcntial information to be
provided separately
Credit end
Collectionr:
Attn: Crcdit Managcr, Suitc 700
Phone: (503) 813 - 5684
Facsimile: (503) 8 l3-5609
(same as above)
wtth
Addldonal
Noficer of en
Event of
Defrult
or Potendal
Event of
Default:
Attr: PacifiCorp Gcncral Counscl
Phone: [phone]
Facsimile: [phone]
(same as above)
Thc Parties may change the person to whom zuch noticcs are addrcssed, or their addrcsses, by
providing writte,u notices thereof in accordance with this Scction.
IN WITNESS WHEREOF, the Partics hereto have caused this Agrccment to be cxccuted
in their respective names as of the date first above written.
1r',
Name:
Title:
Datc:
71/.nt
33
GENERAL CONDITIONS
EXIIIBIT 1: INSURANCE
1.1
Required Policies and Coverages. Without limiting any liabilities or any other obligations of
Seller under this Agreement, Seller shall secure and continuously carry with an insurance
company or companies rated not lower than "A-lV[" by the A.M. Best Company the insurance
coverage specifi ed below:
1.1.1 Workers' Compensation. Seller shall comply with any applicable laws or
statutes, state or federal jurisdiction, where Seller performs work.
1.1.2 Employers' Liability. Seller shall maintain employers' liability insurance with
minimum limits covering bodily irjury for: $500,000 - each accident, $500,000 by
disease - each e,mployee, and $500,000 by disease - policy limit.
1.1 .3 Commercial General Liability. Seller shall maintain insurance to include pre,mises
and operations, conhactual liability, with a minimum single limit of $1,000,000 each
occrurerrce to protect against and from loss by reason of tnjury to persons or damage to
propertybased upon and arising out of the activity under this Agreement.
1.1.4 Business Automobile Liability. Seller shall secure and continuously carry
business automobile tiability instrance with a minimum single limit of $1,000,000 each
accident covering bodily injury and property damage with respect to Seller's vehicles
whether owned, hired or non-owned.
1.1.5 Umbrella/excess Liability. Seller shall maintain umbrella or excess liability
insurance on an occturence and following form basis with aminimum limits as follows:
(a) Facility Capacity Rating under 200 KW - $1,000,000
(b) Facility Capacity Rating at or above 200 KW - $5,000,000
1.1.6 Property Insurance. Seller shall maintain property insurance covering equipmeirt
and structures in an amount at least equal to the full replacement value for "all risks" of
physical loss or damage, including cov€rage for earth movemqrto flood, boiler and
machinery, and business intemrption. The policy may contain separate sub-limits and
deductibles zubject to insurance company underqniting guidelines. Property insurance
will be maintained in accordance with terms available in the insurance market for similar
facilities.
1.2 Additional Provisions or Endorsements:
1.2.1 Except for workers'compensation and property insurance, the policies required
herein shall include provisions or endorsements as follows:
(a) naming PacifiCorp, parent, divisions, officers, dircctors and e,rnployees as
additional insureds;
(b) include provisions that such insurance is primary insurance with respect to
the interests of PacifiCorp and that any other insurance maintained by PacifiCorp
Exhibit 1 - I
is excess and not contributory insurance with the insurance required hereunder,
and
(c) cross liability coverage or severability of interest.
1.2.2 Unless prohibited by applicable law, all required insurance policies shall contain
provisions that the insurer will have no right of recovery or subrogation against
PacifiCorp.
1.3 Certificates. Prior to connection of the Facility to PacifiCorp's electric system, or
another utility's electic system if delivery to PacifiCorp is to be accomplished by wheeling,
Seller shall secure and continuously carry insurance in compliance with the requiremeirts of this
Section. Seller shall provide PacifiCorp insurance certificate(s) confirming Seller's compliance
with the insurance requirements hereunder. Insurance certificate confirming compliance shall be
provided to PacifiCorp by Seller at least annually and each time a new insurance policy is iszued
or becomes effective.
1.4 Commercial General Liability coverage written on a "claims-madeo'basis, if any, shall be
specifically identified on the certificate, and Seller shall be maintained by Seller for a minimum
period of five (5) years after the completion of this Agreeme,nt and for such other length of time
necessary to cover liabilities arising out of the activities under this Agree,ment.
1.5 Periodic Rwiew. PacifiCorp may review this schedule of insurance as ofte,n 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 exte,nt reasonably necessary to cause
such policies and coverages to conform to the insurance policies and coverages typically
obtained or required for power generation facilities comparable to the Facility at the time
PacifiCorp's review takes place.
Exhibit t - 2
EXHIBIT A: DESCRIPTION OF SELLER,S FACILITY
Seller's Facility consists of one (l) generator manufactured by Solar. More specifically, the
generator at the Facility is described as:
A. Manufacturer's Nameplate Data:
Type (synchronous or inductive): Solar Taurus 60 gas turbine
Model:2-3T181
Serial No.: TG14931
Number of Phases: 3
Rated Ou@ut (kW): 51600
Rated Voltage Qine to line):
Rated Current (A): Stator: __
Maximum k\il Output: 51600 kW
Minimum kW Output: 3,850 kW
Faciltty Capaclty Radng: 51600 kW
Maximum Facility Delivery Rate: 5,600 kW
Maximum GIA DeHvery Rate: 5,600 kW instantaneous
Station seruice requirements, and other loads served by the F'acility, if any, are deseribed
as follows: Provided by separate Master Electic Service Agreeme,nt between Parties dated
August 23,2003.
Location of the Facility: The Facility is located in Madison County, Idaho. The location is
more particularly described as follows:
420 South ls West Rexburg, Idaho
Power factor requirements:
Rated Power Factor (PF) or reactive load ftVAR): NA
The following is a photograph of the generltor's nameplate tag found affixed to the unit:
ExhibitA - I
ExhibitA- 2
EXHIBIT B
POINT OF DELIVERY / PARTIES' INTERCONNECTION FACILITIES
AttechmentS toOFSGIA
One-llnc l}.irgnm Deplctlrg ttc Smrtl Qnttfyh3 Frcllity, htercorncctiot Frctltticq Mclcring
Equipncrt, rad Upgredo
8t. Anlhon,&lb
BYU lddto SublaUon
B\U lhrtPlent
Exhibit B - I
5q
frge6.3
I
iN,ate
E
fi
I
TtI
BBilli iiiiiri
EiiIIEEiiliil
EEEEiiiryii
!EiiEr33 st F g': li i 3iriii:tEget 6
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o
=oI
{s Il s@@
ffiffi
iltmh
ryr
Exhibit B - 2
EXIIIBIT C
REQUIRED FACILITY DOCUMENTS
Quali&ine Facility Number: QFI 3 -84-000
Generator lnterconnection Agrec,mcnt SGIQO442Exeo$d Small Generator Interconneotion
Agreement between PacifiCorp and Brigham Young University - Idatro dated September 30,
20t3
Certifi cate of Self-Insurance
Master Electric Senrice Agreerrent and Facilities bnprovernents Agreemeirt between PacifiCorp
and Brigharn Young University Idaho dated August 29,2003
Permits required to operate the Facility:
Idaho De,partnent of Environmental Quality Operating Permit Number P-2013.0057
8nr[od on th.thot,ffil-ulLbllltf. for.4doltn' ldll,cmltt . !lo.dlllscsr
P.mlt!..
Pamlt Numbo"
Prroct lD
Frclllry lD
Fdafg, Lootlctt
PcrltrltThl. p.mar (r) lrIt APrt ta.Ol-Ol,ld.ho .nd 10 dtg
AIR AUALITY
PERUIT TO CC'I{ATRUCT
Brlahlm YonS Unhrnlry ld.ho
P-2()1 3.OOr7
6129'
o63-000t I
52t 8.Cffi
ld.ho'(Rulo).rbd by tfi. l'Lb of(.) hm b6thc tltl. offtion rny
dofth!thcornhl Qu.lltyl-dwto
6.y
E at lcuad
Exhibit C - I
EXHIBIT D
SUBSEQUENT ENERGY DELIVERY SCHEDULE
Nameplate Capacity
Base
Estimates
Scheduled Monthly
Energy Delivery
(kwh)
Monthly NET
AvekWmo Capacity Fastor
January
February
March
Aoril
Mav
June
Julv
Ausust
Septemb€r
October
November
Dece,mber
TOTAL:
Plannd Outaees. Seller will provide a Planned Outage schedule annually not to exceed 150
hours p€r yefi.
Exhibit D - I
EXHIBIT E
START-UP TESTING
Required factory testing includes such checks and tests nec€ssary to detennine that the
equipment systems and subsystems have been properly manufactured and installed, function
properly, and are in a condition to permit safe and efficient start-up of the Facility, which may
include but are not limited to:
1. Test of mechanical and electrical equipme,nt;
2. Calibration of all monitoring instruments;
3. Operating tests of all valves, operators, motor starters and motor;4. Alarms, signals, and fail-safe or syste,rn shutdown control tests;
5. Point-to-pointcontinuitytests;6. Bench tests of protective devices; and
7. Tests required by manufacturer(s) and designer(s) of equipment.
Required start-up tests are those checks and tests necessary to determine that all features
and equipmen! systems, and subsystems have been properly installed and adjusted, function
properly, and are capable of operating simultaneously in such condition that the Facility is
capable of continuous delivery into PacifiCorp's electrical system, which may include but are not
limited to:
1. Turbine/generator mechanical runs and functionalitg2. System operation tests;
3. Brake tests;
4. Energization of tansfonners;
5. Synchronizing tests (manual and auto);
6. Excitation and voltage regulation operation tests;
7. Auto stop/start sequence;
8. Completion of any state and federal environmental testing requirements; and9. Tests required by manufacturer(s) and designer(s) of equipment.
EXIIIBIT F
MOTIVE FORCE PLAN
Intentionally left blank - see next page
Exhibit F - I
RMH 12000 W.ot Cdfu k nr. $rL A-4OO I bfG6d. oolor.do tO21!
P3O3239.O00O I F3O3.236.O218 | rfiiuPdrI GR(IUP
April a 2015 (revised April 22, 201 5)
Direciu, Transmitebn S€iliccs
PrcifiCryp
825 NE IrlultnomalL Suitc 1600
Prrtlan(Oregon 972i2
Rc: Brigham Yormg tJnivcrsity (BY[J),Idaho Motiw Frrcc Han for drc Qruli$ing Facility
RMHProjcct No. 18655
'Io Whom lt MayConcom:
Tho purposc of lhb lctcr ic !o strtE that thc quli$ing facility cogrncr.tion ryrten at lhc Cartral Iirwrgy
l'rcitity, llYu-ldlho, has becr dsignod to, ard ir caprblo of dclivoring the quntity md quality of cnerggr
rcquircd by the Powcr Purdrrc Agracmant (PPA) bawco Brighm Young LJnivcrsity ldaho, and
PacifiCorp.
"lhc mrx;hmical and clcclrical urpport systqrlr havc boor docigncd md inrtallad to rupport thc full
namcplatc rating at sitc corditionr oflhc Sola Turbincr, Taunr 60, gE hrbinc Scncntor, and thcrcforc thc
facility ie capabk of delivcring the enpwted elecbical power ougrt rs lirted by mmth in Setion 4.3 of thc
PPA rnd for the duration of thir PFA (ddod as ta year). The delivery schedulc frmr Section 4.3 is
copicd into thir lancr for rdcrcnce.
Undcr nonnal circurutroca thc frcility, ar dcrigncd md l4pottcd at thir time will gcncmtc clccrrical
powcr at a ratc not to orcccd l0 lv{W during any monlh of dlc }tar.
Sincrrcly,
TIIE RMH GROI.IP, TNC.
Anthony A l,ott P.ll. / Idaho
Chief Ndechsnical F.nginer of Indudrial Projedr
AAI,:DVS
Lnclorurre(s): lr,tronlhly Dotvory Sldredule fronr Ssction 4.3 of thc PPA
cc: furdy Joluson -BYU-Idaho
l :i !i r fli::, r
6nElncrring B drr€ner futurs"
Exhibit F - 2
Direclor, Tranrrnirs ion Scnriccr
PrcifrCorp
April 2, ?rl5 (refised April 22, 201 5)
Pagc 2
Copied from Section 4.3 ofthe PPA:
From the Cornmercial Op€ralion Date through the first twelve full calendar monlhs
lbllowing the Commercial Operation Dote, Seller predicts that the Frcility will produce
and deliver the following monlhly amounts (*Inlthl Year Enerp Dellvery Sdredule"):
Monlh
Ianuary
February
March
April
Mulr
June
I,rly
Au6ust
fieptember
October
November
December
Enerv Dellverv &Whl
3509,418
3,24s,&2
33s2888
3,470,ffi
2,W,ilz
2973,ffi
3p79,89
2,898,tN
3,227,6t
I,0/48,M2
317q26t
3849,89
wr\JOB.s l8\ l84S6\CCRR[SPOIIDFNCII\IIRD\6AAI-vl-rOl5OlO?, PACI'ICORP REQO PPA C[Fl.DOCX
Exhibit F - 3
EXHIBIT G
SAMPLE ENERGY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of energy purchase prices using the formula and tables
in Section 5.1.
The calculation for the non-levelized purchase price during an On-Peak Hour in May of 2015
equals: $/lvlwh (the 2015 annual rate for Conforming Energy) multiplied by 92% (0.92) (the
May On-Peak Hour multiplier), which equals $/Ivtwh.
Table 2: Sample calculations for nonJevelized Conforming Energy in 2015 [Purchase Price =
annual rate * monthly on-peals/offf-peak multiplier].
Month
Conforming
Energy Annual
Rate for
2015@er MWh
)
On-Peak
IIour
Multiplier
Calculated
Purchase Price
for 2015 On-
Peak
Conforming
Energy
(per MWh)
Off-Peak
IIour
Multiplle
r
Calculated
Purchase Price
for 2015 Off-
Peak
Conforming
Energy
(per MWh)
January $60.24 103%$62.0s 94%$s6.63
February $60.24 t05%$63.25 97%$s8.43
March $60.24 95%ss7.23 80o/o s48.19
April 960.24 9s%$57.23 76%$45.78
May s60.24 92%$55.42 63%$37.95
June $60.24 94%$s6.63 6s%s39.16
July $60.24 tzt%s'l2.89 92o/o $5s.42
August 960.24 t2t%$72.89 l060/o $63.8s
September s60.24 l09o/o $6s.66 99o/o $59.64
October $60.24 tt5%$69.28 l05o/o $63.2s
Novernber $60.24 110%$66.26 96%$57.83
Decerrber s60.24 129%$77.71 l20o/o $72.29
Exhibit G - I
EXHIBIT H
SAMPLE CONFORMING ENERGY CALCULATIONS
The following are sample calculations for determining On-Peak and Oft-Peak Conforming
Energy and Non-Conforming Energy for purposes of the payme,nt formulae in Section 5.2 for a
given month. These examples assume that the Net Energy is delivered after the Commercial
Operation Date and that no Inadvertent Energy is delivered.
Step l: Determine the90o/olllO% performance target.
SMED-90 (k!Yh) : 90o/o * SMED (k\t/h) (SMED is the Scheduled Monthly Energy
Delivery after any adjushents pursuant to Section 4.4.)
SMED-|10 (kWh) = 1'10o/o * SMED (klvh)
Step 2: Determine which portion of Na Energy for the month is Conforming Energy and which
is Non-Conforming Energy in relation to the 90%lll0% performance targets.
If total Net Energy < SMED-91, all Net Energy is Non-Conforming Energy
If total Net Energy >= SMED-9| and <= SMED-LL1, all Net Energy is Conforming
Energy
If total Net Energy > SMED-L10,
(a) Determine the point in time during the month at which Net Energy reached
SMED-|10 (Tine-|10);
(b) All Net Energy deliveredbefore Time-l I0 is Conforming Energy;
(c) All Net Energy delivered after Time-|l0 is Non-Conforming Energy.
Step 3: Determine the On-Peak and Of;t-Peak amounts for the Confonning Energy and Non-
Conforming Energy values by whether the meter reading indicates that the energy was
delivered during On-Peak or Off-Peak Hours. These amounts are the CEnergysh-po1,
CEnergys5.pol, NCEn€f,glon-Rcak: and NCEnergyon-por values for the formulae in
Section 5.2.
Example Month: The following is an example calculation for a month give,n the following
values:
SMED:200,000 kWh
Net EnergY = 250,000 kwh
Example Step l: Determine the 90yoll10% performance target.
SMED'90 (kwh) = 90o/o * 200,000 kffh (SMED) : 180,000 kwh
SMED-L10 (kv[h) : ll0o/o * 200,000 kWh (SMED) = 220'000 kWh
ExhibitH - I
Example Steo 2: Determine which Net Energy is Conforming Energy and which is Non-
Conforrring Energy in relation to the 90%1110% performance targets.
Because 250,000 kW (Net Energy) >220,000kWh(SMED-I I0),
(a) Assume that the meter shows that accumulated Net Energy for the month
reached 220,000 kWh (SMED-110) at I p.m. on the 25th (Time-
I 1o);
(b) All Net Energy delivered before I p.m. on the 25th (Time-L10) is Conforming
Energy;
(c) All Net Energy delivered after I p.m. on the 25th (Time-110) is Non-
Conforming Energy
Example Steo 3: Determine the On-Peak and OffiPeak amounts for the Conforming Energy
and Non-Conforming Energy values by whether the meter reading indicates that the
energy was delivered during On-Peak or Of[-Peak Hours. For this example, actual
met€r readings for On-Peak and Off-Peak Hours are made up. (Note: where Net
Energy > SMED- 1 1 0, CEnergysh-peak * CEnergyotr-p ,,,y: SMED- l 1 0.)
On-Peak Confonning Energy (kwh) : metered Net Energy delivered before Time-II|. during On-Peak Hours: 150,000 kWh = CEnergye,n-po1
Off-Peak Conforming Energy (kwh) : metered Net Energy delivered before Tine-ll?
during OffiPeak Hours = 70,000 kWh: CEnergys,fi-p.a1
On-Peak Non-Conforming Energy (kYlrh) = metered Net Energy delivered after Time-] 10
during On-Peak Hours :20,000 kWh = NCEnerrys,o-p.aL
Off-Peak Non-Conforming Energy (kWh) = metered Net Energy delivered after Time-
110 during Off-Peak Hours : 10,000 kWh = NCEnergys,tr-p.a1
Exhibit H - 2
EXIIIBIT I
seller Authorizadon to Release Generation Data to Prcificorp
H-YIJIDAHO
Facilities Planning & Construction
28i! Unlv.nlt, Op.nrbo! &UtlrI . R.[ur& lD - 83460-8m5 . Pboo' {208} 496-2651
EXIIIBIT I
Scller Aultor&atbl to Rclcrrc Gcncrellon Detr to PrclfiCora
April 2,2015
Dircctor, Tnnsmission Scrviccs
PacifiCorp
825 NE Multnomatr, Suitc 1600
Poiltr(OR 97232
To WhomltMayConccrn:
BYLJ-ldaho ('Scllcr') herby wlutarily authorizcs PacifiC-orpl Traunission busincss unit to
slrare Scllct's intcrconnection information with l{ar{<ding Alliliatc cmploycos of PacifiCorp
Encrgr, including but not limitcd to ttrosc in Commcrcial and Trading gmup. Scllcr
ackrowlcdgcs that PacifiCorp did not prcvidc it my prcfcrenccq cithcr opcratlonal or ralc-
rclatcd, in cxchangc for this voluntary oonscnt.
Sinccroly,
4.l"tD-A-r.'*-t
Kylc Williams
Exhibit I - I