20150918Application.pdf

-,ROCKY
MOUNTAIN-SPottER
\ l ov,gor or ercrnconp
September 18,2015
VU OVERNIGHT DELIVERY
Jean D. Jewell
Commission Secretary
Idaho Public Utilities Commission
472 W. Washington
Boise,ID 83702
Re: CASE NO. PAC-E-15-11
IN THE MATTER OF THE APPLICATION OF PACIFICORP d/b/a ROCKY
MOUNTAIN POWER FOR APPROVAL OF A POWER PURCHASE AGREEMENT
BETWEEN PACIFICORP AND CONSOLIDATED IRRIGATION COMPAI\Y
Dear Ms. Jewell:
Please find enclosed for filing an original and seven (7) copies of Rocky Mountain Power's
Application in the above-referenced matter.
Informal inquiries may be directed to Ted Weston, Idaho Regulatory Manager at (801) 220-
2963.
Very truly yours,
201 South Main, Suite 2300
Salt Lake City, Utah 84111
': i I'
I i SiP lLq fi.H lU: 0l+
Qd,x"
Yvonne R. Hogle
Asst. General Counsel
Enclosures
Yvonne Hogle(ISB No. 8930)
1407 West North Temple, Suite 320
Salt Lake city UT 84116
Telephone: (801) 220 - 4050
FAX: (801) 220 - 3299
Email : yvonne.ho gle@pacifi corp.com
IN THE MATTER OF THE
APPLICATION OF PACIFICORP d/b/a
ROCKY MOUNTAIN POWER FOR
APPROVAL OF A POWER PURCHASE
AGREEMENT BETWEEN PACIFICORP
AIID CONSOLIDATED IRRIGATION
COMPAI\Y
',.-.
?Il: sF?
t,'.,.. !r | 1 l'' r ' r-l I i-:
Case No. PAC-E-15-11
APPLICATION OF ROCKY
MOUNTAIN POWER
ta!rr frli l0: 06
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
COMES NOW, PacifiCorp, d/b/a Rocky Mountain Power ("Rocky Mountain
Power" or the "Company"), in accordance with RP 52 and the applicable provisions of
the Public Utility Regulatory Policies Act of 1978 ("PURPA"), and hereby respectfully
petitions the Idaho Public Utilities Commission (the "Commission") for an order
approving a power purchase agreement between PacifiCorp and Consolidated Irrigation
Company ("CIC"), dated September I1,2015, under which CIC, a Quali$ing Facility
("QF"), will sell and the Company will purchase electricity generated by the CIC project
located in Preston, Franklin County, Idaho. In support of this Application, Rocky
Mountain Power states as follows:
I. INTRODUCTION
l. Rocky Mountain Power is a division of PacifiCorp. PacifiCorp is an
Oregon corporation that provides electric service to retail customers through its Rocky
APPLICATION OF PACIFICORP - I
Mountain Power division in the states of ldaho, Utah, and Wyoming, and through its
Pacific Power division in the states of Oregon, California, and Washington. Rocky
Mountain Power is a public utility in the state of Idaho and is subject to the Commission's
jurisdiction with regard to its public utility operations.
2. CIC is an Idaho non-profit corporation. CIC (the "Seller") and Rocky
Mountain Power, acting in its merchant function capacity ("the Purchaser"), entered into
the Agreement (as defined below) on September I1,2015.
II. BACKGROUND
3. The Seller intends to own, operate and maintain the CIC project
including the Glendale hydroelectric facility and its interconnection facilities to (a)
generate electricity located within Rocky Mountain Power's service territory in Preston,
Franklin County, Idaho under the applicable provisions of PURPA and (b) sell the net
output to Rocky Mountain Power. The expected capacity rating of the CIC project is 481-
kilowatts (kW).
III. THE POWER PURCHASE AGREEMENT
4. On September 11,2015 the Seller entered into a 90-ll0 percent Idaho
Banded Power Purchase Agreement ("Agreement") with the Company, attached to this
Application as Exhibit A. Under the terms of the Agreement, the Seller elected to
contract with the Company for a term of approximately 20 years. The Company agreed
to pay CIC non-levelized, Conforming Energy or Non-Conforming Energy Purchase
Prices (as defined in the Agreement), per Commission Order No. 33305 for capacity and
energy adjusted for seasonality and On-Peak/Off-Peak Hours (as defined in the
APPLICATION OF PACIFICORP .2
Agreement) in accordance with Commission Order No. 30480 and Errata to Order No.
30480.
5. The total nameplate capacity of the CIC project is 481 kilowatts. As
described in Section 4 of the Agreement, CIC is required to provide data about the CIC
project that the Company will use to determine whether, under normal and/or average
conditions, the feasibility that Facility Net Energy (as defined in the Agreement) will
equal or exceed 2,516,348 kWh in each full calendar year for the full term of the
Agreement, due to drought conditions in Idaho. CIC estimates that it will provide
2,482,885 kWh in its first year of operation.
6. Paragraph 2.1 of the Agreement provides that the Agreement will not
become effective until it is fully executed and approved by the Commission. Under the
Agreement, Commission approval includes the determination that the prices to be paid
for energy and capacity are just and reasonable and in the public interest, and that all of
the cost incurred by the Company for purchasing capacity and energy from CIC are
legitimate expenses, for which the Commission will allow full recovery in Idaho rates in
the event otherjurisdictions deny recovery oftheirproportionate share ofsaid expenses.
7. The Commercial Operation Date for the CIC project is defined in Section
2.3 of the Agreement. The Company anticipates that CIC will achieve Commercial
Operation prior to the Effective Date (as defined in the Agreement). Various
requirements have been placed upon CIC in order for the Company to accept and pay for
energy deliveries from the CIC project prior to the Effective Date. For the period prior to
Commission approval but after Commercial Operation, the Company will compensate
CIC at 85 percent of the average monthly market index price. The Company will monitor
APPLICATION OF PACIFICORP - 3
compliance with the foregoing initial requirements as described in Section 5.4 of the
Agreement. In addition, the Company will monitor the ongoing requirements through the
full term of the Agreement.
8. The Agreement contains non-levelized published avoided cost rates in
conformity with Commission Order No. 33305. All applicable interconnection charges
and monthly operation and maintenance charges under the Generation Interconnection
Agreement with PacifiCorp transmission will be assessed to CIC.
9. In Section 4.3 of the Agreement, the Company has modified the language
of the Subsequent Energy Delivery Schedule (as defined in the Agreement). The
language is similar to the language the Commission approved in Order No. 33262.
10. In Section 14 of the Agreement, the Company has modified the language
of Force Majeure to include icing conditions. The language is similar to the language the
Commission approved in Order No. 33262.
IV. COMMUNICATION AI\D SERVICE OF PLEADINGS
I l. Service of pleadings, exhibits, orders and other documents relating to this
proceeding should be served on the following:
Bruce Griswold
Director, Short-Term Origination
PacifiCorp
825 N.E. Multnomah, Suite 1800
Portland, OR97232
bruce. sriswold@pac ifi corp.com
Yvonne Hogle
Assistant General Counsel
Rocky Mountain Power
1407 West North Temple, Suite 320
Salt Lake City, UT 841l6
wonne.ho gle@pacifi corp.com
APPLICATION OF PACIFICORP - 4
Ted Weston
Idaho Regulatory Affairs Manager
Rocky Mountain Power
1407 WestNorth Temple Suite 330
salt Lake city, uT 841l6
ted.weston@Jrac ifi corp.com
V. MODIFIED PROCEDURE
12. Rocky Mountain Power 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 et seq. If however, the Commission determines that a technical hearing is
required, the Company stands ready to prepare and present testimony in such hearing.
YI. REQUEST FOR RELIEF
NOW, TI{EREFORE, based on the foregoing, Rocky Mountain Power
respectfully requests that the Commission issue an Order: (l) authorizing that this matter
may be processed by Modified Procedure; (2) approving the Agreement without change
or condition; and (3) declaring the prices to be paid for energy and capacity asjust and
reasonable and in the public interest, and that all of the cost incurred by the Company for
purchasing capacity and energy from CIC be allowed in ldaho rates as prudently incurred
expenses in the event otherjurisdictions deny recovery oftheir proportionate share of
said expenses.
APPLICATION OF PACIFICORP - 5
DATED this l8m day of September,2015.
Respectfu I ly submitted,
edSL
Yvonne R. Hogle
Attomey for PacifiCorp
APPLICATION OF PACIFICORP. 6
POWER PIIRCIIASE AGREEMENT
BETWEEN
CONSOLIDATED IRRIGATION COMPAIYY
[a newo on-q/stem, non-fuele{ nonJevelized,g0wLl0% performance band, Ida]ro
Quali&ing Facility-l OaMWlvlonth or lessl
A}{D
PACIFICORP
Section l: Definitions .-.-......2
Section 2: Terrn, Milestones, Commercial Operation Date........... ................ l0
Section 3: Representations and Warranties.. ............ 1l
Section 4: Delivery of Energy and Capacity ............ 14
Scction 5: Purchase Prices .................... 16
Section 6: Operation and Control ........ 18
Section 7: Motive Force.......... ..............22
Section 8: Metering ............22
Section 9: Billings, Computations and Paynents... .................... 24
Section 10: Security ...........24
Section 11: Defaults and Remedies............... ..........25
Section 12: Indemnification and Liability ...............27
Section 13: Insurance................. ...........28
Section 14: Force Majare..... ...............29
Section 15: Several Obligations ............30
Section 16: Choice of Law........ ............30
Section 17: Partial Invalidity ................30
Section 18: Waiver. ............30
Section 19: Govemmental Jurisdiction and Authorizations ....... 30
Section 20: Successors and Assigns ..... 30
Section 2l: Entire Agreernent. .............. 31
Section 22: Jvry Trial Waiver ...............31
Section 23: Notices ............32
POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT is entered into betr*,een Consolidated lnigation
Company, an Idaho non-profit corporation (the "SelleP) and PacifiCorp, an Orcgon corporation,
acting in its merchant function capacrty ("PacifiCorp'). Seller and PacifiCorp are referred to
collectively as the cParties' and individually as a *Party'.
RECITALS
A. Seller intends to construcq ow& operate and maintain a hydroelectric facility,
including Seller's Interconnection Facilities, for the generation of electric power located within
PacifiCorp service tenitory in Preston, in Franklin County, Idaho with an expectcd Facility
Capacity Rating of 481 kilowatts (kW), as further described in Exhibit A and Exhiblt B
("Facility'); and
B. Seller inte,nds to operate the Facility as a Qualiffing Facility; as such tenn is
defined in this Agreement, and to sell Net OuBut to PacifiCorp in ldaho.
C. Seller estimates that the average annual Net Output to be delivered by the Facility
to PacifiCorp is 2,516,348 kilowatt-hours (kWh) prmsuant to the monthly Initial Year Delivery
Schedule in Section 4.3 and in the delivery schedules in Exhibit F-l and Exhibit F-2 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 temrs and conditions of this Agreement.
E. PacifiCorp intcnds to designate Seller's Facility as a Network Resource for the
purposes of servingNetwork [,oad.
F. This Agreement is a'New QF Contract" under the PacifiCorp Inter-Jurisdictional
Cost Allocation 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 Agreemenq
and O) 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 Agreerre,nt, the following terms shall have the following lnsanings;
l.l "AdJusted Scheduled Monthly Energr l)ellvery" shall have the meaning set forth
Section 4.4.
1.2 "As-built Supplemenf' shall be a supplement to Exhibit d provided by Seller
ing completion of constnrction of the Facility, accurately describing the completed Facility.
GENERAL CONDTTIONS
1.3 "Billing Period" means the time period between PacifiCorp's reading of its power
meter at the Facility and reasonable efforts will be made to cause the BiUing Period to
incide with calendar months.
1.4 *6AMD" means the Clean Air Markets Division of the Environmental Protection
or successor administrator, or any state or federal entity given juisdiction over a prosam
ving transferability of Green Tags.
1.5 "Caprcity Factor" means, for any given period of time, the Net Output (kwh)
divided by the product of the Facility Capacity Rating (kW) and the total hours in the
ven period of time.
1.6 "Commercial Operation" means that not less than 90o/o of the expected Facility
Rating is fully operational and reliable and the Facility is fully intercormected and
with the System, all of which shall be Seller's responsibility to receive or obtain,
which occurs when all of the following events: (i) have occurred, and (ii) rernain
tnre and accurate as of the time on which Seller gives PacifiCorp notice that
Operation has occurred:
1.6.1 PacifiCorp has received a certificate addressod to PacifiCorp from a
Licensed Professional Engineer (a) stating the Facility Capacity 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 amouats required by this Agreement.
t.6.2 PacifiCorp has received docume,ntation that start-up testing of the
Facility has been completed in accordance with Exhibit E.
1.6.3 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engneer, an attomey in good standing in Idaho, or written
correspondence from the Transmission Provider, stating thaq in accordance with the
Ge,lrerator Interconnection Agreeurent, all required Interconnection Facilities have been
constnrcted, all required interconnection tests have been completed and the Facility is
physically interconnected with the System in conformance with the Geirerator
Interconnection Agreement and able to deliver €,lrergy consistent with the terms of this
Agreeinenf and the Facility is synchronized with the System.
1.6.4 PacifiCorp has received a certificate addressed to PacifiCorp from a
Licensed Professional Engineer, or an opinion from an attorney in good standing rn
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 zuch requested
Required Facility Docume,nts.
1.6.5
1.6.6
Seller has complied with the security requirements of Section 10.
Netrrork Resource Desisnation and Tranmission Service Reouest.
GENERAL CONDITIONS
(a) Seller has provided all data required by the Transmission Provider
to enable the Facility to be designated as a network resource in
accordance with the Tariff.
O) PacifiCorp has received confirmation from the Transmission
Provider that the Facility has been designated as a netrnork
resource.
(c) Seller has provided all data required for PacifiCorp to submit a
transmission senrice request for the Facility pursuant to the Tariff.
(d) PacifiCorp has received confinnation from the Transmission
Provider that the transmission serrrice request has been granted in
sufficient capacity to meet or exceed the Maximum Facility
DeliveryRate.
1.7 "Commercial Operation Date" means the date, as designated by PacifiCorp
to Section Z.3,thatthe Facility first achieves Commercial Operation.
1.8 "Commission" means the Idaho Public Utilities Commission.
1.9 "Conforming Energ/" means all Net Energy except Non-Conforming Energy
to any adjustme,nts to the Energy Delivery Schedule in Section 4.4.
1.10 "Conforming Energr Purchese Price" means the applicable price for Conforming
and capacity (if any), specified in Section 5.1.
l.1l "ConEact Year" means a twelve (12) month p€riod commencing at 00:00 hours
n Prevailing Time C'MPP) on January I and ending on 24:00 hours MPT on
3l; provided, however, that the first Contact Year shall commence on the Commercial
ion Date and end on the next succeeding December 31, and the last Contract Year shall end
the Expiration Date, rrnlss3 earlier terminated as provided herein.
l.l2 "Delay Liquidated l)amages", "Delay Daily Minimum", "Delay Period", "Delay
and "Delay Volume' are defined in Section 2.4 of this Agreement. "Delay Security" is
in Section l0.l.l of this Agreement.
1.13 "Effective Date" is defined in Section 2.1 of this Agreement.
l.l4 "Enerry Delivery Schedule" is defined in Section 4.3 of this Agreernent.
1.15 "Environmental Attributes" means any and 6ll slnimg, credits, benefits, emissions
ions, offsets, and allowances, howsoever entitle4 rcsulting from the avoidance of the
ion of any gas, chemical, or other substance to the air, soil or water. Environmental
ibutes include but are not limited to: (a) any avoided emissions of pollutants to the air, soil,
water such as (subject to the foregoing) sulfur oxides (SOx), nihogen oxides (NOx), carbon
(CO), and otha pollutants; and (b) any avoided e,nrissions of carbon dioxide (CO2),
(CH4), and other greenhouse gases (GHGs) that have been dctemrined by the United
Intergovernmental Panel on Climate Change to contibute to the actual or potential threat
GENERAL CONDITIONS
altering the Earth's climate by trapping heat in the atnosphere. Environme,ntal AtEibutes do
include (i) PTCs, ITCs, the Cash Grant, any Ta:r Crcdits, or certain other talc incentives
isting now or in the futtre associated with the constuction, ownership or operation of the
ility, (ii) matters designated by PacifiCorp as sources of liability, or (iii) adverse wildlife or
impacts.
1.16 "Enyironmental Contaminaffon" means the introduction or presence of
Materials at such levels, quantities or location, or of such form or character, as to
itute a violation of federal, state or local laws or regulations, and present a material risk
federal, state or local laws and regulations that the Premises will not be available or usable
the purposes conterrplated by this Agreement.
l.l7 "Expiration Date" is defined in Section 2.1 of this Agreement.
1.18 "Facility" is defined in Recital A of this Agree,ment.
l.l9 "Facility Capacity Rrting" means the zum of the Nameplate Capacity ft61ings for
generators comprising the Facility.
1.20 "Force Majeure" has the meaning set forth in Section 14.1.
l.2l "Forced Outage" means an outage that requires removal of one or more generating
frrom service, another outage state or a reserve shutdown state before the end of the next
Maintenance Outages and Planned Outages are not Forced Outages.
1.22 "Generrtor Interconnection Agreemenf' or ('(arA'! means the gqrerator
ion agreemeirt entered into separately between Seller and the Transmission Provider,
for the constnrction, operation, and maintenance of the Interconnection Facilities
ired to accommodate deliveries of Seller's Net Output.
1.23 "Governmental AuthoritS/" means any supranational, federal, state or other
itical subdivision thereof, having jruisdiction over Seller, PacifiCorp or this Agree,ment,
ing any municipality, township or county, and any entity or body exercising executive,
ive, judicial, regulatory or administrative functions of or pertaining to government,
any corporation or other entity owned or controlled by any of the foregoing.
1.24 "Green Tags" means (a) the Environmenal Attributes associated with all Oupuq
with (b) the Green Tag Reporting Rights associated with such elrergy and Environmental
howwer cornrnercially transfened or haded under any or other product names, zuch as
able Energy Credits," "Gre€n-e C€rtified,' or otherurise. One Green Tag represents the
Attributes made available by the ge,neration of one MWh of energy from the
1.25 "Ihzardous Materials" means any waste or other substance that is listed, defined,
ignated or classified as or determined to be hazardous under or pursuant to any environmental
or regulation.
GENERAL CONDITIONS
1.26 "Inadvertent Enerry" means: (l) energy delivered in excess of the Maximum
Purchase Obligation; and (2) energy delivered to the Point of Delivery at a rate
the Maximum Facility Delivery Rate. lnadvertent Energy is not included in Net
1.27 "Index Price", for each day, shall mean the weighted average of the average Peak
OGPeak firm e,nergy market prices, as published inthe Intercontinental Exchange (ICE) Day
Power Price Report for the Mid-Columbia Hub. For Sunday and NERC holidays, the 24-
Index Price shall be used unless ICE shall publish a Firm On-Pcak and Firm Off-Peak Price
such days for Mid-Columbia, in which eveirt such indices shall be utilized for zuch days. If
ICE index or any replaceurent of that index ceases to be published during the term of this
PacifiCorp shall select as a replacement a subsantially equivalent index that, after
appropriate or necessary adjustuents, provides the most reasonable substitute for the index in
ion. PacifiCorp's selection shall be subject to Seller's consent, which Seller shall not
withhold, condition or delay.
1.28 "Initial Year Enerry Delivery Schedule" shall have the meaning set forth in
4.3.
I.29 "Interconnection Facilifres'', as defined in the Generator Interconnection
mearxi all the facilities and ancillary equipment used to intercorurect the Facility to
System.
1.30 "Letter of Credif' means an irrevocable standby letter of credit in a form
acceptable to PacifiCorp, naming PacifiCorp as the party entitled to dernand payment
present draw requests thereunder. Such letter ofcredit shall be provided by an institution that
a United States office of a commercial bank or tnrst company organized under the laws of the
rited States of America or a political subdivision thereof, with a credit rating on its long-term
ior unsecured debt of at least "A" from Standard & Poor's and "A2" from Moody's Investor
and having assets ofat least $10,000,000,000 (net ofrescrves).
l.3l "Licensed Professional Engineef' means a person who is lic€nsed to practice
neering in the state of Idaho, who has training and experience in the engineering disciplin{s)
to the matters with respect to which such person is called to provide a certification,
ion and/or opinion, who has no economic relationship, association, or nexus with the
, and who is not a representative of a consulting engneer, contractor, designer or other
Mdual involved in the development of the Facility, or of a manufacturer or supplier of any
ipment installed in the Facility. Such Licensed Professional Engineer shall be licensed in an
iate engineering discipline for the required certification being made. The engagernent and
of a Licensed Professional Engineer solely to provide the certifications, evaluations and
inions required by this Agree,ment shall not constitute a prohibited economic relationship,
iation or nexus with the Sella, so long as such engineer has no other economic relationship,
or nexus with the Seller.
1.32 "Maintenance Outage" means any outage of one or mone generating units that is
a Forced Outage or a Planned Outage. A Mainte,nance Outage is an outage that can be
until after the end of the next weekend, but that requires that the generating unit(s) be
GENERAL CONDITIONS
6
from service before the next Planned Outage. A Maintenance Outage may occur any
during the year and must have a flexible start date.
1.33 "Material Adverse Change" shall occur when Seller, in the reasonable opinion of
ifiCorp, has experienced a material adverse change in ability to fuIfilI its obligations under this
A downgrade of Seller's long-terrr credit rating (corporate or long-terrr senior
debt rating) below 'Baa3' from Moody's Investors Senrices ("Moody's") or below
' from Standad & Poor's Ratings Group ("S&P") or the cessation of S&P or Moody's rating
Seller shall constitute a Material Adverse Change.
1.34 "Maximum Curtailed Facility Delivery Rate" means the maximum instantaneous
(kW) at which the Facility is capable of delivering Na Ouput at the Point of Delivery during
Qualiffing Curtailment.
1.35 "Maximum Facility Delivery Rete" means the maximum instantaneous rate ftW)
which the Facility is capable of delivering Net Output at the Point of Delivery, as specified in
A. The Ma:<imum Facility Delivery Rate may not exceed the Maximum GIA Delivery
1.36 "Maximum GIA Delivery Rrte" means the maximum rate (kW) at which the
Interconnection Agreement allows the Facility to deliver energy to the Point of
and is set forth in Exhibit A.
1.37 "Maximum Monthly hrrchase Obligation" means the maximum amount of
PacifiCorp is obligated to punchase under this Agreement in a calendar month- In
with Commission orders, the Maximum Monthly Purchase Obligation for a give,n
in kWh, shall not exceed 10,000 kW multiplied by the total number of hours in that month
prorated for any partial month.
1.38 'Nameplate Capacity Ratingi' means the ma:rimum instantaneous generating
ity of any qualiffing srnall power or cogeneration ge,nerating unit supplying all or part of the
sold by the Facility, expressed in MW or kW, when operated consistent with the
s recommendcd power factor and operating parameters, as set forth in a notice from
to PacifiCorp delivered before the Commercial Operation Date and if applicable, updated
the As-built Supplement.
1.39 *NERC" means the North American Electric Reliability Corporation.
1.40 'Net Energt" meaos the energy compon€nt, in kwb, of Net Output. Net Energy
not include lnadvertent Energy.
l.4L "Net Oufiluf'means all e,nergy and capacity (if any) produced by the Facility, less
use and less transfonnation and transmission losses and other adjustnents, if any. For
of calculating paynent under this Agreement Net Output of energy shall be the amount
en€rgy flowing through the Point of Delivery less any station use not provided by the Facility.
Ouput does not include Inadvertent Energy.
1.42 "Net Replacement Power Costs" is defined in Section I 1.4 of this Agreement.
GENERAL CONDITIONS
1.43 "Network Resource" shall have the meaning set forth in the Tariff.
1.4 cNetwork Service Provider" means PacifiCorp Transmission or a successor,
any regional transmission organization (RTO), as a provider of network senrice to
under the Tariff.
L.45 "Non-Conformtng Energr" means for any Bitling Period subject to any
ustrnents to the Energy Delivery Schedule in Section a.a: (l) that portion, if any, of Net
delivered subsequently to the initial 110% of the Schduled Monthly Energy Delivery for
Billing Period; or (2) all Net Energy delivered when Na Energy delivered is less than 90% of
Scheduled Monthly Energy Delivery for that Bi[ing Period; and (3) all Net Output produced
the Facility prior to the Commercial Operation Date.
1.46 "Non-Conforming Energy Purchese Price" means the applicable price for Non-
ing Enerry and capacity, specified in Section 5.1.
L.47 "Off-Peak Ilourrs" means all hours of the week that are not On-Peak Hours.
1.48 "On-Peak Hours" means hours from 7:00 a.m. to 11:00 p.m. Mountain Prevailing
ime (MPT), Monday through Sahuday, excluding Westem Electricity Coordinating Council
and North American Electic Retability Corporation (NERC) holidays.
1.49 "Outpuf' means all energy produced by the Facility.
1.50 "PacifiCorp" is defined in the first paragraph of this Agreement, and excludes
Transmission or a successor, including any Regional Transmission Organization.
1.51 "PacifiCorp Trensmission" means PacifiCorp, an Oregon corporation, acting in
f ansmission function capacity.
L.52 "Planned Outage" means an outage of predetermined duration that is scheduled in
ler's Energy Delivery Schedule. Boiler overhauls, turbine overhauls or inspections are typical
outages. Maintenance Outages and Forced Outages are not Planned Outages.
1.53 '?oint of Delivery" means the high side of the generation step-up transforme(s)
at the point of interconnection between the Facility and the System, as specified in the
lnterconnection Agreement and in Exhibit B.
1.54 "Premises" means the real property on which the Facility is or will be located, as
fully described on Exhibit A.
1.55 '?r'lme Rate" means the rate per annum equal to the publicly announced prime rate
refercnce rate for commercial l6ans to large businesscs in effcct from time to time quoted by
PMorgan Chase & Co. If a JPMorgan Chase & Co. prime rate is not available, the applicable
ime Rate shall be the announced prime rate or refere,nce rate for commercial loans in effect
time to time quoted by a bank with $10 billion or more in assets in New York City, N.Y.,
by the Party to whom interest based on the prime rate is being paid.
GENERAL CONDITIONS
1.56 '?roducfion Tax Credits" means production tax credits under Section 45 of the
Revenue Code as in effect from time to time during the term hereof or any successor or
provision providing for a fbderal tax credit determined by reference to renewable electric
actually generated and sold and any correlative state tax credit determined by reference to
electric energy actually geirerated and sold for which the Facility is eligible.
Tax Credits do not include any tax credit determined by reference to investnent.
1.57 "Prudent Electrical Practices" means any of the practices, methods and acts
in or approved by a significant portion of the electrical utility industry or any of the
methods or acts, which, in the exercise of reasonable judgment in the light of the facts
at the time a decision is made, could have been expected to accomplish the desired result
the lowest reasonable cost consistent with reliability, safety and expedition. Prudent Electrical
ices is not intended to be limited to the optimum practice, method or act to the exclusion of
I others, but rather to be a spectrum of possible practices, methods or acts.
1.58 "Qualifying Curtailmenf'means, to the exte,nt not caused by Seller's negligent,
or willful actions, a period in a given calendar month during which delivery of Net
is curtailed or intemrpted pursuant to Section 6.3, and only applicable to adjustnent of the
Delivery Schedule as described in Section 4.4.
1.59 "QF'means "Quali$ing Facility", as that term is defined in the version of FERC
(codified at 18 CFR Part292) in effect on the date of this Agreement.
1.60 "Replacement Period", "Replacement Price" and "Replacement Volume" shall
ve the meanings set forth in Section 11.4 of this Agreement.
1.61 "Required Facility Documents" means all deeds, titles, leases, lice,nses, permits,
izations, and agreements demonstrating that Seller contols the necessary property rights,
e.g. site lease), rights to motive force, and government authorizations to constnrct, operate, and
naintain the Facility, including without limitation those set forth in Exhibit C.
1.62 "Requirements of Law" means any applicable and mandatory (but not merely
isory) federal, state and local law, stahlte, regulatioq rule, code or ordfuEnce enacted, adopted,
or promulgated by any federal, state, local or other Governmental Authority or regulatory
(including those pertaining to electrical, building, zoning, environmental and occupational
and health requirements).
1.63 "Scheduled Commercial Operation Date" means the date by which Seller shall
hieve Comrnercial Operation, as specified in Section 2.2.6.
l.& "Scheduled Monthly Enerry Delivery" means the Net Energy scheduld to be
during a given calendar month, as specified by Seller in the Energy Delivery Schedule.
1.65 "Subsequent Energr Ddivery Schedule" is defined in Section 4.3.2 of this
1.66 "System" means the electric transmission substation and transmission or
ion facilities owne( operated or maintaind by Transmission Provider, which shall
GENERAL CONDITIONS
after construction and installation of the Facility, the circuit reinforcemeirts, exteirsions,
associated terminal facility reinforcements or additions required to interconnect the Facility,
as set forth in the Ge,nerator Interconnection Agreement.
1.67 "Tariff'means the PacifiCorp Transmission FERC Electric TariffVolurneNo. ll
Forma Open Access Transmission Tariff, as revised from time to time, or the comparable
iff of a successor Transmission Provider.
1.68 "Transmission Provider" means PacifiCorp Transmission or a successor,
any Regional Transmission Organization.
1.69 *WREGIS" means the Westem Renewable Energy Geireration Information System
1.70 *WREGIS Certificate" means "Certificate" as defined by WREGIS in the
IS Operating Rules.
l.7l *WREGIS Operating Rules" means the operating rules and requirements adopted
WREGIS.
SECTION 2: TERIU" MILESTOIIIES. COMMERCIAL OPERATION DATE
2.1 Except to the limitd extent provided in Section 5.4, this Agreement shall become
ive after the occurrence of all of the following events: (l) execution by both Parties; (2)
by the Commission; provided, however, this Agreement shall not become effective until
Commission has determined, pursuant to a final and non-appealable order, that the prices to be
id for en€rgy and capacity are just and reasonable, in the public interest, and that the costs
by PacifiCorp for purchases of capacrty and energy from Seller are legitimate expenses,
of which the Commission will allow PacifiCorp to recovcr in rates in Idaho in the event other
ictions dcny recovery of their proportionate share of said expenses.
Unless earlier terminated as provided herein, the Agreement shall remain in effect for a term of
20 years from the Effective Date (*Expiration Date").
2.2 Time is of the essence of this Agreemeot and Sellet's ability to meet certain
rirements prior to the Cornmercial Opcration Date and to achiwe Cornmercial Operation by
Scheduled Commercial Operation Date is critically important. Therefore,
2.2.1 Bhnk
2.2.2 Blank
2.2.3 By the date five business days after the Effective Date, Seller shall
provide Delay Secwity required under Section 10.1.1, as applicable. The obligation to
provide Delay Secuity shall not apply to the extent that Commercial Operation has bee,n
achieved as of or prior to the Effective Date.
2.2.4 At least ten business days prior to delivery of any e,lrergy from the
Facility to PacifiCorp, Seller shall provide PacifiCorp with an executed Geirerator
GENERAL CONDITIONS
lnterconnection Agreemen! a QF FERC certification or self-certification, and a FERC
hydroelectric license for the Facility. If Seller deterrrines that a FERC certification or
self-certification or a FERC hydroelectric license is not required for the Facility, the
Seller shall provide to PacifiCorp (at Seller's sole cost) an opinion from an attomey
identiffing which document(s) identified in this section are not required for the Facility
and explaining the legal basis for the document(s) not being required. The attorney
providing the opinion shall be licensed and in good standing in the state of Idaho, shall be
familiar with QF and FERC statutes and regulations and shall not have a financial
interest, or ottrer nexus or association with Seller or the Facility.
2.2.5 Prior to Commercial Operation, Seller shall provide PacifiCorp with
an As-built Supplement acce,ptable to PacifiCorp.
2.2.6 Seller intends to operate the Facility as a Qualifuing Facility.
2.3 Establishing Commercial Operation. To achieve Commercial Operation, Seller
ust provide, subject to PacifiCorp's written approval which will not be unreasonably withheld,
itten notice to PacifiCorp stating when Seller believes that the Facility has achieved
nmercial Operation accompanied by the information described in Section 1.6. PacifiCorp's
roval, if given, shall designate the Commercial Operation Date. In no event will delay in
ieving the Scheduled Commercial Operation Date postpone the Expiration Date specified in
2.1.
2.4 Delay Damages. Seller shall cause the Facility to achieve Corrunercial Operation
or before the Scheduled Cornnercial Operation Date. If Commercial Operation occurs after
Scheduled Commercial Operation Date, Seller shall be liablc to pay PacifiCorp delay damages
the number of days ("Delay Period') the Commercial Operation Date occurs after the
Commercial Operation Date, until the earlier of occurrence of the Commercial
Date or the termination of this Agreeinent ("Delry I)amages"). Billings and payments
Delay Danrages shall be made in accordance with Section 10.1.
2.4.1 Delay Damaees. Delay Damages equals the sum of the Delay Price
times the Delay Volume,
Where:
"I)elay Price" equals the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and Off-Peak monthly Conforming Energy
Prices; and
"I)elay Volume" equals the applicable Scheduled Monthly Energy Delivery
divided by the nrmber of days in that month.
SECTION 3: REPRESENTATIONS AND WARRANTIES
3.1 PacifiCorp rq)resents, covenants, and warrants to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing under the laws of
the State of Oregon.
GENERAL CONDITIONS
3.r.2 PacifiCorp has the requisite corporate power and authority to enter
into this Agreement and to perform according to the terms of this Agreemcnt.
3.1.3 PacifiCorp has taken all corporate actions required to be taken by it
to authorize the executior5 delivery and performance of this Agreeureirt and the
consummation of the ransactions conternplated hereby.
3.1.4 Subject to Commission approval, the execution and delivery of this
Agreement does not con[avene any pnrvision of, or constitute a default under, any
indeirture, mortgage, or other matcrial agreerteirt 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, enforceable against PacifiCorp in accordance
with its terms (except as the enforceability of this Agreemrent 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 Agreeme,nt may be subject to general principles of equity, whcther
or not zuch enforceability is considered in a proceeding at equrty or in law).
3.2 Seller represents, covenants, and warrants to PacifiCorp that:
3.2.1 Seller is a non-profit corporation duly organized and validly existing
under the laws of ldaho.
3.2.2 Seller has the requisite pow€r and authority to ente,r into this
Agreement and to perform according to the temrs hereof, including aU required
regulatory authority to make wholesale sales from the Facility.
3.2.3 Selleds me,mbers and managers have takeir all actions required to
authorize the execution, delivery and performance of this Agreerne,nt and the
consummation of the transactions contemplated hcreby.
3.2.4 The execution and delivery of this Agreement does not contravene
any provision of, or constitute a default under, any indenture, mortgage, or other material
agreement binding on Seller or any valid order of any court, or any regulatory agency or
other body having authority to which Seller is subject.
3.2.5 This Agreement is a valid and legally binding obligation of Seller,
enforceable against Seller in accordance with its terms (except as the enforceability of
this Agree,ment may be limited by bankruptcy, insolvency, bank moratoritrm or similar
laws affecting creditors' rights generally and laws restricting the availability of equitable
remedies and except as the enforceability of this Ageement may be subject to general
principles of quity, whether or not srch e,nforceability is considered in a proceeding at
equity or in law).
GENERAL CONDITIONS
t2
3.2.6 The Facility shall for the term of this Agreement be a QF. At any
time PacifiCorp has reason to believe during the term of this Agreement that Seller's
status as a QF is in question, PacifiCorp may require Seller, at Seller's cost, to provide
PacifiCorp with a written legal opinion from an attomey in good standing in the state of
Idaho and who has no economic relationship, association or nexus with the Seller or the
Facility, stating that the Facility is a QF and providing sufficient proof (including copies
of all docume,nts and data as PacifiCorp may request) demonstrating that Seller has
maintained and will continue to maintain the Facility as a QF.
3.2.7 All information about the Facility set forth in Exhibit A and Exhibit
B has been verified by Seller and is true and accurate.
3.2.8 Neither the Seller nor any of its principal equity owners is or has
within the past two (2) years been the debtor in any bankruptcy 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 rcasonably be expected to impair Seller's
ability to own and operate the Facility in accordance with the terms of this Agreement.
3.2.9 Seller has not at any time defaulted in any of its payment obligations
for electricity purchased from PacifiCorp.
3.2.10 Seller is not in default under the Generator Interconnection
Agreement or any other agreement between the Parties related to this Agreement, the
Generator Interconnection Agreement or the Facility, and is curent on all of its financial
obligations under zuch agree,me,nts.
3.2.11 Seller owns, and will continue to own for the term of this
Agreement, all right, title and interest in and to the Facility, free and clear of all liens and
encumbrances other than liens and encunrbrances related to third-party financing of the
Facility.
3.2.12 [n entering into this Agreement and the undertaking by Seller of the
obligations set forttr 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,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been 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
Agreement and Seller is not in material breach of any terms of such leases or other rights
in real property for the Facility or Prernise.
3.3 Notice. If at any time during this Agreeurent, any Party obtains actual knowledge
any we,lrt or information which would have caused any of the representations and warranties in
Section 3 to have been materially untnre or misleading when made or at any time during the
GENERAL CONDITIONS
l3
of this Agreement, such Party shall provide the other Party with writteir notice of the et/ent
information, the rcpresentations and waranties affected, and the action, if any, which such
intends to take to make the representations aod warranties tnre and correct. The notice
ired purzuant to this Section shall be given as soon as practicable after the occurrence of each
event.
SECTION 4: DELIYERY OF ENERGY AND CAPACITY
4.1 Deliver.v and Acceotance of Net Output. Unless otherwise provided herein,
will purchase and Seller will sell all Net Ouput from the Facility.
4.2 No Sales to Third Parties. During the tcrm of this Agreeineng Seller shall not sell
output from the Facility to any cntity other than PacifiCorp.
4.3 Enercy Delivery Schedule. Seller shall prepare and provide to PacifiCorp, on an
basis, a written schedule of Na Energy expected to be delivered by the Facility
Delivery Schedule'), in accordance with the following:
From the Commercial Operation Date through ttre first twelve full calendar
months following the Commercial Operation Date, Sellerpredicts that the Facility
will produce and deliver the following monthly amounts ((Initial Year Energgr
Delivery Schedule'):
Month
January
February
March
April
May
June
July
August
September
October
November
December
EnerwDeliverv (kWh)
September 2015 - Aueust 2016
122,657
t22,657
138,720
265,910
301,024
3l1,48I
318,674
234,U7
233,707
155,600
155,752
122,657
4.3.1 Seller may rwise the Initial Year Energy Delivery Schedule any
time prior to the Commercial Operation Date.
GENERAL CONDITIONS
t4
4.3.2 After the Commercial Operation Date, Seller may revise any future
monthly Subsequent Energy Delivery Schedule by providing writtem notice no later than
5 PM Pacific Standard Time on the last business day of the Notification Month specified
in the following schedule:
Notification
Month
Future Monthly Net Output Amounts Eligible To Be
Revised
January March and any future months
February April and any futue months
March Mav and anv future months
April June and any future months
May Julv and anv future months
June Auzust and any funrre months
Julv Seoternber and anv future months
Aueust October and anY future months
September November and any future months
October Deceurber and any future months
November Januarv and anv future months
December Februarv and anv futrne months
If Seller does not provide a Subsequent Energy Delivery Schedule by the above deadline
scheduled energy for the omitted period shall equal the amounts scheduled by Seller for the same
period during the previous year.
4.4 Adjusrnent of EnerEv Delivery Schedule. tn the event of a Qualifying Curtailment,
Scheduled Monthly Energy Delivery will be adjusted, pro rata, ("Adjusted Scheduled
Enerry Delivery") for that month to detemnine Conforming Energy and Non-
lonforming Energy. The Adjusted Scheduled Monthly Energy Delivery shall be calculated as
Where:
SMED =
SMED(adj) :
Hci
Ht
DRci
DRm
sMED(adi) - sMED-
[, - 7"C.
o** i#',\
Scheduled Monthly Energy Delivery for the month in which the
Quali&ing Curtailmeirt occurs
Adjusted Scheduled Monthly Energy Delivery for the month in
which Orc Qualifuing Curtailment occurs
the duration in hours of the QualiSing Curtaitnent (i)
total hours in the month in which Qualifying Curtailment occrus
the Maximurr Curtailed Facility Delivery Rate during the
Qualifuing Curtailment (r)
the Maximum Facility Delivery Rate
GENERAL CONDITIONS
i - aQuali&ingCurtailment
n = the number of QualiSing curtailments in the month
Where Quali&ing Curtailments overlap, each distinct period of overlap shall be calculated as a
separate Qualifying C\rtaitnent such that no hour within a calendar month may figure into more
than one Quali&ing Cbrtailment.
4.5 Green Taes. From the Effective Date until the Expiration Date, Seller shall have tifle to
the Green Tags immediately upon the generation of the Output at the Facility that gives rise to
such Green Tags.
SECTION 5; PI.]RCHASE PRICES
5.1 Enersy Puchase Price. Except as provided in Sections 5.3 and 5.4, PacifiCorp will
Seller non-lwelized, Conforrting Energy orNon-Conforming Energy Purchase Prices forNet
adjusted for the month and On-Peak Hours or Off-Peak Hours using the following
Conforming Energr Purchase Price : AR". * MPM
Non-Conforming Energy Purchase Price: Minimum of [AR* * MPM; Mid-
c-8sl
Where
AR* = Conforrring Energy annual rate from Table 1, below, for the year of the
NetOulput.
MPM = monthly On-Peak or Off-Peak multiplier from Table 2, below, that
comesponds to the month of the Net Ouput and whettrer the Na Ouput
occurred during On-Peak Hours or Off-Peak Hours.
Mid-C-85 : 85% of weighted average of the average lndex Price for the month" or
portion ofmonth, ofNet Ouput.
Exarnple calculations are provided in Exhibtt G.
Teble 1: Conforming Energr Annual Rates
Year
Conforming Energr
Annual Rete (AR*)
$/lvlwh
2015 $s9.88
2016 s60.96
20r'7 $61.72
2018 $63.38
2019 $67.47
2020 $71.56
2021 s74.92
2022 $77.54
2023 s79.77
GENERAL CONDMIONS
16
2024 $81.49
2025 $84.s3
2026 $87.6r
2027 $88.96
2028 $89.s2
2029 $90.6r
2030 $92.27
2031 $94.77
2032 $97.62
2033 $100.1s
2034 $103.0s
2035 $106.89
Table 2: Monthly On-PealdOff-Peak Multipliers
Month On-PeakIfnrrr Off-Peak
Horrrc
January l03o/o 94o/o
February l05o/o 97o/o
March 95o/o 80o/o
April 95o/o 't6%
May 92o/o 63%
June 94%6s%
Julv tzt%92%
Aucust t2t%l060/o
Septe,urber l09o/o 99%
October ll5o/o 105%
November I l07o 960/o
December l29o/o l20o/o
5.2 Palament.
For each lilling Period in each Contract Year, PacifiCorp shall pay Seller as follows:
For Conforming Energy delivered to the Point of Delivery:
Paynent = (CEnergyor-por, * CEPPriceon-por, / 1000) +
(CEnergye6-pc"x * CEPPricqrr-por / 1000)
ForNon-Conforming Energyl delivered to the Point of Delivery:
Payment = (NCEnergyo"-po1 + NCEPPrices,,n-p."r, / 1000) +
(NCEnerryonpol t NCEPPricqm-por, / 1000)
Where:
CEnergy : Conforming EnergY in kWh
CEPPrice : Conforming Energy Purchase Price in $ArIWh
I See definition of 'Non-Conforming Energy".
GENERAL CONDTTIONS
NCEnergy :
NCEPPrice =
On-Peak
OflPeak
Non-Conforming Energy in kwh
Non-Conforming Energy Furchase Price in $A,IWh
: the corresponding value for On-Peak Hours
= the coresponding value for Off-Peak Hours
Example calculations are provided in Exhibit II.
5.3 Inadvertent Energ.v. PacifiCorp may accept Inadvertent Energy at its sole
on, but will not purchase or pay for lnadvert€nt En€rgy.
5.4 Enerqv Produced Prior to Effective Date. If Seller achieves all requirements for
ial Operation after execution of this Agreeme,nt by both Parties, but prior to the approval
the Commission, PacifiCorp has agreed to purchase Net Output at the MID-C-85 rate defined. PacifiCorp shall purchase Net Output during the interim period prior to Commission
such interim period not to exceed ninety (90) days. All terms and conditions of this
rent (as modilied by this Section 5.4) shall apply to the pr.rchase and sale of Net Output
such interim pcriod. However, if the Commission has not approved this Agreement within
(90) days of Commercial Operation, then such obligations shall cease.
SECTION 6: OPERATION AND CONTROL
6.1 As-Built Supole,ment. Upon completion of any constnrction materially affecting
Facility, Seller shall provide PacffiCorp m As-built Supplement bearing the stamp of a
Professional Engineer tbat accurately depicts the Facility as built. The As-built
lement must be reviewed and approved by PacifiCorp, which approval shall not
ybe withheld, conditioned or dclayed.
6.2 Safe Ooeration. Seller shall operate and maintain the Facility in a safe manner rn
with the Geirerator Intercomrection Agreement, Prudent Electrical Pracdces and in
with the Requirements of Law and the National Electric Safety Codc as such laws and
maybe amended from time to time. PacifiCorp shall have the right to inspect the Facility to
that Seller is operating the Facility in accordance with the provisions of this Section 6
reasonable notice to Seller. Seller is solely responsible for the operation and mainteirance of
Facility. PacifiCorp shall not, by reason of its decision to inspect or not to inspect the Facility,
by any action or inaction taken with rcspect to any such inspection, aslsume or be held
ronsible for any liability or occurence arising from the operation and mainteirance by Seller of
Facility.
6.3 Enercv Acceotancq Curtailmexrt. PacifiCorp shall not be obligated to purchase,
pay for, or pay any damages associated with Na Ouput (or associated Production Tax
its or Environmental Atfributes, if any) if such Net Output (or associated Production Tax
its or Environmental Attributes) is not delivered to the System or Point of Delivery due to
of the following: (a) the interconnection between the Facility and the Sptem is discormected,
or intemrpted in whole or in part consistent with the terms of the Ge,nerator
tion Agreement, O) the Transmission Provider or Network Service Provider directs a
curtaitnent, reduction, or redispatch of generation in the area (which would include the
GENERAL CONDITIONS
IE
Outpu| for any reaso& even if zuch curtailment or redispatch directive is carried out by
fiCorp, which may fulfill such directive by acting in its sole discretion; or if PacifiCorp
ils or otherwise reduces the Net Ouput in order to meet its obligations to the Transmission
ider or Network Service hovider to operate within s)4stern limitations, (c) the Facility's Net
is not received bocause the Facility is not fully integrated or synchronized with the
pteq or (d) an went of Force Majeure preve,nts either Party from delivering or receiving Net
6.4 Seller shall reasonably determine the lvfWh amount of Net Output curtailed
to Section 6.3 after the fact based on the amount of energy that could have been
at the Facility and delivered to PacifiCorp as Net Output but that was not generated and
vered because of the curtailment. Seller shall promptly provide PacifiCorp with access to
information and data as PacifiCorp may reasonably require to confirm to its reasonable
isfaction the amount of energy that was not generated or delivered because of a curtailment
in this Section 6.3 and to perform and confirm the calculations described in Section 4.4.
6.4.1 Upon termination of each ctrtailmeirt, each Party having knowledge of the
curtailment shall transmit to the other Party, within ten (10) business days, a written
statement documenting the cause of curtailment the time curtailmemt comme,lrced, the
amount of curtaibnent during each hour of the curtailment perio{ and the time
curtailmcnt ended.
6.4.2 At the end of each Billing Period, Seller shall calculate the curtailed
ffiffgy, including the Maximum Curtaild Facility Delivery Rate, for each curtaitnent
during that Billing Period and transnit a summary statement of such calculation to
PacifiCorp prior to the end of the next month. Seller shall attest to the accuracy of its
calculation of curtailed e,nergy.
6.5 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp, acting in its
capacity function as purchaser tmder this Agreeme,nt, has no responsibility for or
over PacifiCorp Transmission or any successor Transmission Provider and that interaction
PacifiCorp and PacifiCorp Transmission are at arms' length pumuant to the Tariff and
Order No. 888 and relatod regulation.
6.6 Scheduline Net Output. At least ninety (90) days before the first day of each
quarter, Seller shall provide PacifiCorp with written notice of the Facility's planned Net
generation schedule ("Schedule") for that calendar quarter. At least ten (10) days before
beeinning of each month, Seller strall notiff PacifiCorp in writing of any changes or updates
the Schedule for that month. At or before 0730 MPT on the day before a give,n day of delivery,
shall notift PacifiCorp's generation coordinator deslq by telephoning 503-813-6090 or
ing a facsimile to 503-8134265, of any changes to the Schedule for the delivery day. Seller
notiS PacifiCorp's generation coordinator desk no later than two hours following the
of an went of Force Majeure, unscheduled outage or rmscheduled derate, of the
duration of any such eve,nt. The Schedule made pursuant to this Section 6.5 is
of and does not alter the Energy Delivery Schedule.
GENERAL CONDIIIONS
l9
6.7 Deliverv Exceedinc the Mpdmum GIA Deliverv Rate. Seller shall not deliver
from the Facility to the Point of Delivery at a rate that exceeds the Morimum GLA
ivery Rate. Seller's failure to limit such deliveries to the Maximum GIA Delivery Rate shall
a breach of a material obligation zubject to I 1. I .8.
6.8 Outaces.
6.8.1 Planned Outaees. Except as otherwise provided herein, Seller shall
not schedule a Planned Outage during any portion of the months of December, January,
July, and Aug.st, exce,pt to the extent a Planned Outage is reasonably required to enable
a vendor to satisff a guarantee requirement in a sittration in which the vendor is not
othenvise 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 Contact Year, and shall promptly
update such schedule, or otherwise 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 Plarmed Outages for each calendar
year. Seller shall not schedule any maintenance of Interconnection Facilities during zuch
months, without the prior writte,n approval of PacifiCorp, which approval may be
withheld by PacifiCorp in its sole discretion.
6.8.2 Maintenance Outaees. [f Seller reasonably determines that it is
necessary to schedule a Maint€nance Outage, Seller shall notiff PacifiCorp of the
proposed Maintenance Outage as soon as practicable but in any event at least five (5)
business days before the outage begins (or zuch shorter period to which PacifiCorp may
reasonably consent in light of then existing conditions). Upon such notice, the Parties
shall plan the Maintenance Outage to muttrally accommodate the reasonable requirerrents
of Seller and the service obligations of PacifiCorp. Seller shall take all reasonable
measrures and use best efforts consistent with Prudeirt Electrical Practices to not schedule
any Mainte,nance Outage during the following periods: June 15 through June 30, July,
Augus! and Septemba I through September 15. Seller shall include in such notice of a
proposed Maintenance Outage the expocted 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
6.8.2 orally. Seller shall confinn any zuch oral notification in writing as soon as
practicable. PacifiCorp shall promptly respond to zuch 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 modifu the schedule for a Maintenance
Outage if such modification has no substantial impact on Seller. Seller shall notifu
PacifiCorp of any subsequent changes in generation capacrty of the Facility druing such
Maintenance Outage and any changes in the Maintenance Outage completion date and
time. Seller shall take all reasonable measures and exercise its best efforts consisteirt
with Prudelrt Electrical Practices to minimize the frequency and duration of Maintenance
Outages.
GENERAL CONDITIONS
20
6.8.3 Forced Outages. Seller shall promptly provide to PacifiCorp an oral
r€,port, via telephone to a number specified by PacifiCorp, of any Forced 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 retum date and time
of such generation capacity. Seller shall promptly update the report as necessary to
advise PacifiCorp of changed circunstances. [f the Forced Outage resulted in more than
l5% of the Facility Capacrty Rating of the Facility being unavailable, Seller shall confirm
the oral report in writing as soon as practicable. Seller shall take all reasonable measures
and exercise its best efforts consistent with Pnrdent Electrical Practices to avoid Forced
Outages and to minimize their duration.
6.8.4 Notice of Deratings and Outaees. Without limiting other notice
requirements, Seller shall notify PacifiCorp, via telephone to a number qpecified by
PacifiCorp, of any limitatiorU 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 infomration in such notice.
6.9 Effect of Outaees on Estimated Output. Seller shall include Planned Outages and
ce Outages that Seller reasonably expects to encounter in the ordinary course of
the Facility into ttre Schedulod Monthly Energy Delivery amounts in the Energy
Schedule set forth in Exhibit D.
6.10 Increase to the Maximum Facilitv Deliverrr Rate. Seller may, in accordance with
is Section 6.10 and upon written approval by PacifiCorp, increase the Maximum Facility
ivery Rate, unless, after zuch increasg under normal or average design conditions the Net
would exceed the Maximum Monthly Purchase Obligation in any given month,
acifiCorp approval of zuch 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 Net
If Seller increases the Maximum Facility Delivery Rate, PacifiCorp will continue to pay
base Net Output at the rate(s) prescribed by Section 5 of this Agreement, and PacifiCorp will
for incremental Net Output resulting from the increase to the Maximum Facility Delivery
at the rate(s) prescribed by the Commission at the time of PacifiCorp's approval, if granted,
the increase in the Maximum Facility Delivery Rate. PacifiCorp shall specifu in its approval, if
a reasonable means of distinguishing such base Net Output from zuch incremental Net
6.ll Access Riehts. Upon reasonable prior notice and subject to the prudeut safety
irements of Seller, and Requirerneirts of Law relating to workplace health and safety, Seller
ll provide PacifiCorp and its authorized agents, employees and inspectors ('PacifiCorp
ives") with reasonable access to the Facility: (a) for the purpose of reading or testing
equipment, (b) as necessary to witness any acceptance tests, and (c) for other reasonable
at the reasonable request of PacifiCorp.
GENERAL CONDITIONS
2l
SECTION 7: MOTIVE FORCE
Prior to the execution of this Agreement, Seller provided to PacifiCorp a motive force plan
attached hereto as Exhibit F-1, de,monstrating to PacifiCorp's reasonable satisfaction: (1) the
feasibility that Facility Net Energy will equal the Energy Delivery Schedule in Exhibit D for the
duration of this Agree,ment; and (2) the likelihood that the Facility, under average design
conditions, will generate at no more than l0 aMW in any calendar montl1 together with a
certification from a Licensed Professional Engineer attached hereto as Exhibit F-2, certifting to
PacifiCorp that the Facility can reasonably be expected to perforrr 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 docume,nts, if any, are
attached hereto as part of Exhibit F-1.
SECTION t: METERING
8.1 Meterinq Adjustnent. Metoing will be performed at the location and in the
specified in Exhibit B and the Ge,nerator Interconnection Agreemeirt. All quantities of
purchased hereunder shall be adjusted to accormt for elcctrical losses, if any, between the
int of metcring and the Point of Delivery, so that the ptrchased amount reflects the net amount
power flowing into the System at the Point of Delivery.2 The loss adjustnent shall be a
luction of 2o/o of the kWh energy production recorded on the Facility ouput meter until actually
and calibrated at the meter by PacifiCorp Transnission and docume,lrtd in a signed
to Seller from PacifiCorp's QF Contracts Administrator.
8.2 Met€ring Errors. If any inspections or tests made pursuant to the Generator
Agreeme,nt discloses an emor exceeding two percent (2%), either fast or slow,
correction, based upon the inaccuracy found, shall be made of previous readings for the
period during which the metering equipment rendered inaccurate measure,ments if that
iod can be ascertained. Ifthe actual period cannot be ascertaincd, the proper correction shall
made to the measurerne,nts taken during the time the metering equipment was in service since
tested, but not exceeding three Billing Periods, in the amout the metering equipment shall
been shown to be in error by such test. Any correction in billings or palme,lrts resulting
a correction in the meter records shall be made in the next monthly billing or payment
8.3 Telemetering. In accordance with the Generator Interconnection Agreement, Seller
provide telemetering equipment and facilities capable of transnitting to Transmission
(who will share it with PacifiCorp as authorizd by Exhibtt I, "seller Authorization to
Ge,neration Data to PacifiCorp") the following information concerning the Facility on a
basis, and will operate such equipment whe,n requested by PacifiCorp to indicate:
(a) instantaneous lvflV output at the Point of Delivery;
2 If station service is supplied via separate facilities, PacifiCorp will deduct station service from
the metered facility output to calculate Net Output.
GENERAL CONDMIONS
(b) Net Ouput; and
(c) the Facility's total instantaneous generation capacity.
8.4 Monthiy Reports and Loes and Other Information.
8.4.1 Electonic Fault [ns. Seller shall maintain an electonic fault log of
operations of the Facility during each hour of the term of this Agreerrent commencing on
the Commelpial 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 rccommendations for maintenance of the Facility
equipment.
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 previous calendar year.
8.4.4 At any time from the Effective Date, one (l) year's advance notice
of the termination or expiration of any agreernent 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 PacifiCorp,
the extent of any material violation of any eirvironmental laws or regulations arising out
of the constnrction or operation of the Facility, or the presence of Environmental
Contamination at the Facility or on the Premises, alleged to exist by any Governmental
Authority having jurisdiction over the Premises, or the present existence of, or the
occurrence during Seller's occupancy of the Premises of, any enforcement legal, or
regulatory action or proceeding relafing to such alleged violation or alleged presence of
Environmental Contarrination presently occurring or having occurred during the period
of time that Seller has occupied the Premises. PacifiCorp shall have no responsibility or
liability for any Environnental Contamination at the Facility or Premise. Seller
inde,mnifies and holds PacifiCorp harmless for any liability, costs or expenses associated
with Environme,ntal Contamination at or on the Facility or Premise.
8.5 Maintenance of Meterine Equipment. To the extent not otheru/ise provided in the
lnterconnection Agreement, PacifiCorp shall inspect, test, repair and replace the
equipment periodically, or at the request of Seller if Seller has reason to believe
may be offand rcquests 6l inspection in writing. To the extent not otherwise provided
the Ge,lrerator Interconnection Agreernent, all PacifiCorp's costs relating to designing,
ing, maintaining, and repairing metering equipment installed to accommodate Selleds
shall be bome by Seller.
GENERAL CONDITIONS
23
SECTION 9: BILLINGS. COMPUTATIONS AND PAYMENTS
9.1 Pa],ment for Net Output. On or before the thirtieth (30th) day following the end of
Billing Period, PacifiCorp shall send to Seller payment for Seller's deliveries of Net Ouput
PacifiCorp, together with computations supporting such paynent. PacifiCo{p may offset any
pa]ln€ril to reflect amounts owing from Seller to PacifiCorp pursuant to this Agreement, the
lnterconnection Agreement and any other agreement(s) between the Parties. Any such
shall be separately it€mizd on the staternent accompanying each payment to Seller.
9.2 Corrections. PacifiCorp shall have up to thirty-six (36) months to adjust any
made pursuant to Section 9.1. kt the event PacifiCorp determines it has overpaid Seller
for [nadvertent Energy, calibration error, or otherwise), PacifiCorp may adjust Seller's future
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
interest at the Prime Rate plus two p€rcerlt (2o/o) per annum from the date due until paid;
, however, that the interest rate shall at no time exceed the maximum rate allowed by
law.
9.4 Disputed Amounts. If either Party, in good faith, disputes any amount due pursuant
an invoice rendered hereunder, such Party shall notify the other Party of the specific basis for
dispute and, if the invoice shows an amount due, shall pay that portion of the statemetrt that is
isputed, on or before the due date. Except as provided in Section 9.2, any such notice of
ispute shall be provided within two (2) years of the date of the invoice in which the enor first
Failure to provide such notice in the time provided in this Section shall act as a waiver
the claim and the billing shall be final. If any arnount disputed by such Party is deterrrined to
due to the other P*ty, or if the Parties resolve the payne,nt dispute, the amount due shall be
within five (5) days after such deterrrination or resolution" along with interest in accordance
Section 9.3.
SECTION 10: SECURITY
10.1 Delay Security:
10.1.1 Duty to Post Security. By the Effective Date Seller shall post a
Letter of Credit, cash or a pare,ntal Builmty, each in a form and from an entity acceptable
to PacifiCorp, in the amount of $21,645 as calculated pursuant to Section 10.1.2 ('Delay
Security'). To the extent PacifiCorp receives payment from the Delay Secr:rity, Seller
shall, within fifteen (15) calendar days, restore the Delay Security as if no such deduction
had occurred. The obligation to provide Delay Security shall not apply to the extent that
Commercial Operation has been achieved as of or prior to the Effective Date.
10.1.2 Calculation of Delav Securiw. The dollar value of Delay Security
shall equal the greater of: (1) forty-five dollars ($a5) multiplied by the Maximum Facility
Delivery Rate with the Maximum Facility Delivery Rate being measured in kW; or (2)
the zum of the products, for each of the fimt three calendar months after the Scheduled
Commercial Operation Date, of:
GENERAL CONDITIONS
the energy in the Initial Year Energy Delivery Schedule for the month (klvh)
multiplied by the monthly weighted average On-Peak and Off-Peak Conforming
Energy Purchase Price for the months ($AdWh) dividd by 1000.
Such amount shall be fixed upon execution of this Agteement.
10.1.3 Rieht to Draw on Secudtv. PacifiCorp shall have the right to draw
on the Delay Security to collect Delay Liquidated Damages. Commencing on or about
the first of each monttr, PacifiCorp will invoice Seller for Delay Liquidated Damages
incurred, 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 dap 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 Delav Securiw. Unless PacifiCorp disputes whether
Seller has paid all Delay Liquidated Damages, PacifiCorp shall release the Delay
Secruity on the earlier of the 30th calendar day following @urm€ocement of Commercial
Operation or the 60th calendar day following PacifiCorp's 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 Agreement.
SECTION 11: DEFATILTS AND REMEDIES
11.1 The following events shall constitute defaults under this Agreement:
I I .1 . I Non-Palment. A Party's failure to make a payment when due under
this Agree,ment, or post and maintain security in conformance with the requirements of
Section 10, or maintain insurance in conformance with the requirements of Section 13 of
this Agreement, if the failure is not cured within ten (10) business days after the non-
defaulting Party gves the defaulting Party a notice of the default.
11.1.2 Breach of Representation. Breach by a Party of a representation or
warranty set forth in this Agree,ment if such failure or breach is not cured within thirty
(30) calendar days following written notice.
11.1.3 Default on Other Aereements. Seller's failure to cure any default
trnder the Generator lnterconnection Agreenrent or any other agreement between the
parties related to this Agreement, the Generator Intercormection Agreement or the
Facility within the time allowed for a cure rmder such agreement or instnrment.
11.1.4 lnsolve,ncv. A Party (a) makes an assigDment for the benefit of its
creditors; @) files a petition or otherwise commences, authorizes or acquiesces in the
coflrmencement of a proceeding or cause of action under any bankuptcy or similar law
for the protection of creditors, or has such a petition filed against it and such petition is
GENERAL CONDITIONS
ln
m
not withdrawn or dismissed within sixty (60) calendar days after zuch filing; (c) becomes
insolvent; or (d) is unable to pay its debts when due.
11.1.5 Material Adverse Chanee. A Material Adverse Change has occunpd
with respect to Seller and Seller fails to provide such performancc assurances as are
reasonably requested by PacifiCorp, within fifteen (15) business days from the date of
suoh request.
11.1.6 Sale to Third-Partv. Seller's sale of Net Output to an entity other
than PacifiColp, as prohibited by Section 4.2.
ll.l.7 Non-Delivery. Unless excused by an event of Force Majeure,
Seller's failune 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 A Party othenrise fails to perform any material obligation (including
but not limited to failure by Seller to meet any deadline set forttr in Section 2.2) imposed
upon that Party by this Agreement if the failure is not cured within thirty (30) calendar
dala after the non-defaulting Party gives the defaulting Party notice of the default;
provided, however, thag upon written notice from the defaulting Party, ttris thirty (30)
day period shall be extended by an additional ninety (90) calendar days if(a) the failure
cannot reasonably be cued within the thirty (30) day perid despite diligent efforts, O)
the default is capable of being ctred within the additional ninety (90) day period, and (c)
the defaulting Party commences the cure within the original thirty (30) day period and is
at all times thereafter diligeirtly and continuously proceeding to cure the failure.
11..2 In the went of any default hereunder, the nondefaulting Party must notifu the
rng Party in writing of the circumstances indicating the default and outlining the
uirements to cure the default. If the default has not been cured within the prescribed time,
the non-defaulting Party may terrrinate this Agreement at its sole discretion by delivering
itten notice to the other Party aad may pursue any and all legal or equitable remedies provided
law or pursuant to this Agree,rneirt. The rights provided in this Section 11 are cumulative such
the exercise of one or more rights shall not constitute a waiver of any other rights.
ll.3 In the event this Agreement is terminated because of Seller's default and Seller
to again sell Net Output from the facility using the sarne motive force to PacifiCorp
ing such termination" PacifiCorp in its sole discretion may require that Seller do so subject
the terms of this Agreeme,n! including but not limitd to the purchase prices (as sa forth in
ion 5), until the Expiration Date (as set forth in Section 2.1).
11.4 If this Agreement is terminated as a result of Seller's defaul! Seller shall pay
ifiCorp for the energy and associated capacity that Seller was scheduled to provide for aacrnuorp lor Ine energy ano assocratm capaclry tnat ueuer was scheoulec to proude lor a
eriod of twelve (12) months ("Replacement Period") from the date of termination plus the
imated administrative cost to acquire the replacement power (*Net Replacement Power
Net Replacement Power Costs equals the sum of: the Replacernent Price times the
GENERAL CONDITIONS
26
Volume, for each day of the Replace,rnent Period, plus the estimated administrative
to the utility to acquire replacement power.
Where:
"Rephcement Price" equals the positive difference, if any, of the Index Price minus the
weighted average of the On-Peak and Off-Peak Conforming Energy Prices; and
"Replacement Volume" equals the applicable Scheduled Monthly Energy Delivery
divided by the number of days in that month.
Amounts owed by Seller pursuant to this Section shall be due within five (5) 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 difficult or impossible to
predict with certainty, and that the damages in this Section 11.4 are an appropriate approximation
of such damages.
11.5 Recoupment of Damaees.
(a) Default Securitv Available. If Seller has posted default security,
PacifiCorp may draw upon that security to satisfo any damages, above.
(b) Default Securiw 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 wittrholding 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: IITTDEMNIFICATION ATID LIABILITY
l2.l Indemnitics.
l2.l.l Indemniw by Seller. Seller shall release, indemni$ and hold
harrrless PacifiCorp, its dirpctors, officers, agents, and representatives against and from
any and all losses, fines, penalties, claims, actions or suits, including costs and attorney's
fees, both at trial and on appeal, resulting from, or arising out of or in any way connected
with (a) the energy delivered by Seller under this Agreement to and 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
Seller's breach of this Agreeme,ng including without limitation any loss, clairq action or
suit, for or on account of injury, bodily or otherr*rise, to, or death ofl persons, or for
damage to, or destruction or economic loss of property belonging to PacifiCorp, Seller or
others, excepting only such loss, claim, action or suit as may be caused solely by the fault
or gross negligence of PacifiCorp, its directors, officers, employees, agents or
representatives.
GENERAL CONDITIONS
12.1.2 Indemniw by PacifiCorp. PacifiCorp shall release, inderrrifu and
hold harmless Seller, its directors, offic€trs, agents, leirders and representatives against
and from any and all loss, fines, peiralties, claims, actions or zuits, including costs and
attorney's fees, both at hial and on appeal, resulting from, or arising out of or in any way
connected with the eoergy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or strit, for or on account of
injury, bodily or otherwise, to, or death oi persons, or for damage to, or destuction 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€,rs, employees,
agents, lenders or representatives.
12.2 No Dedication. Nothing in this Agreement shall be constued to create any duty to,
standard of care with reference to, or any liability to any person not a Party to this
No undertaking by one Party to the other under any provision of this Agree,ment
I constitute the dedication of that Party's system or any portion thereof to the other Party or to
public, nor affect the status of PacifiCorp as an independent public utility corporation or Seller
an ind€,pendent individual or entity.
12.3 No Warrantv. Any review, acceptance or failure to review Seller's desigrr,
ns, equipment or facilities shall not be an endorsement or a confirmation by
and PacifiCorp makes no warranties, expressed or implied, regarding any aspect of
design, specifications, equipment or facilities, including, but not limited to, safety,
ty, reliability, stre,ngtlq capacity, adequacy or economic feasibility.
12.4 CONSEOUENTIAL DAMAGES. EXCEPT TO THE EXTENT SUCH
AMAGES ARE INCLI.'DED IN TIIE LIQUIDATED DAMAGES, DELAY DAMAGES, OR
SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS
, NETTHER PARTY SHALL BE LIABLE TO THE OTTMR PARTY FOR
PUNITTVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT
ING NEGLIGENCE), STRICT LIABILTTY, STATUTE OR OTHERWISE.
SECTION 13: INSURANCE
13.1 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 requirernents of this
Section 13. Seller shall provide PacifiCorp insurance certificate(s) (of "ACORD Form" or the
equivalent) certifuing Seller's compliance with the insurance requiremeirts hereunder upon the
Effective Date and on each annual anniversary of the Effective Date or as othenrise requested by
PacifiCorp. Commercial General Liability coverage written on a 'tlaims-made" basis, if any,
shall be specifically identified on the certificate. If requestcd by PacifiCorp, a mpy of each
insurance policy, certified as a tnre copy by an authorized representative of the issuing insurance
company, shall be fumished to PacifiCorp
13.2 Required Policies and Coveraees. Without limiting any liabilities or any other
obligations of Seller under this Agreement, Seller shall secure and continuously carry with an
GENERAL CONDITIONS
insurance company or companies rated not lower than "A" by the A.M. Best Company the
instrance coverage specified in Exhibit 1 to this Agreement.
SECTION 14: FORCE M.{,trEURE
L4.l As used in this Agreement, "Force Majeure" or "en event of Force Majeure"
any cause beyond the reasonable control of the Seller or of PacifiCorp whic\ despite the
ise of due diligence, such Party is unable to prevent or overcome. By way of example,
orce Majeire may include but is not limited to acts of Go4 floo4 storms, wars, hostilities, civil
trife, strikes, and other labor disturbances, earthquakes, fires, lightring, epidemics, sabotage,
int by court order, icing events within the immediate water souroe used as the Facility's
motive force that causes the Facility to reduce energy production or other delay or
in the performance as a renrlt of any action or inaction on behalf of a public authority
hich is in each case (i) beyond the reasonable control of such Purty, (ii) by the exercise of
aable foresight such Party could not reasonably have bee,n expected to avoid and (iii) by the
ise of due diligence, such Party shall be unable to prevent or overcome. Force Majeure,
, specifically excludes the cost or availability (except as provided above) of fuel or
ive force to operate the Facility or changes in market conditions that affect the price of energy
tansmission. If either Party is rendered wholly or in part unable to perform its obligation under
Agreeme,nt because of an cvcnt of Force Majeure, both Parties shall be excused from
performance is affected by the event of Force Majeure, provided that:
l4.l.l the non-performing Party, shall, within five (5) days after the
o@rure,lrce of the Force Majeure, grve the other Party written notice describing the
particulars of the occurrence, including the start date of the Force Majeure, the cause of
Force Majeure, whether the Facility remains partially operational and the expeted end
date of the Force Majeure;
14.1.2 the suspension of performance shall be of no greater scope and of no
longer duration than is requircd by the Force Majeure;
14.1.3 the non-performing Party uses its best efforts to remedy is inability
to perform; and
14.1.4 the non-performing Party shall provide prcmpt written notice to the
other Party at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that were required as a result of the Force
Majeure event, and the end date of the Force Majeure.
L4.2 No obligations of either Party which arose before the Force Majeure causing the
ion of perfonnance shall be excused as a result of the Force Majeure.
14.3 Neither Party shall be required to settle any strike, walkout, lockout or o&er labor
on tenns whictU in the sole judgme'nt of the Party involved in the dispute, are contrary to
Partyrs best interests.
GENERAL CONDITIONS
14.4 PacifiCorp may terminate the Agreement if Seller fails to remedy Seller's inability
perform, due to an event of Force Majeure, within six (6) months after the occurr€noe of the
of Force Majetre.
SECTION 15: SEVERAL OBLIGATIONS
Nothing contained in this Agreement shall wer be constnred to cr€ate an associatioq tnrsq
parhership or joint ventur€ or to impose a tnrst or partrership duty, obligation or liability
between the Parties. If Seller includes two or more entities, each such elrtity shall be jointly and
severally liable for Sellcds obligations under this Agreement.
SECTION 16: CHOICE OF LAIY
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 INVALIDITY
It is not the intention of the Parties to violate any laws governing the subject matter of this
Agreernent. If any of the terms of the Agree,ment 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
Agreement shall remain in effect. If any terms are finally held or determined to be invali4
illegal or voi4 the Parties shall enter into negotiations concenring 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 lt: WAIVER
Any waiver at any time by either Party of its rilhts with respect to a default under this
Agreement or with rcspect to any other matters arising in connection with this Agreerrent must
be in writing and zuch waiver shall not be deemed a waiver with respect to any zubsequcnt
default or other matter.
SECTION 19: GOVERITTMENTAL JURISDICTION AIttD AUTHORIZATIONS
PacifiCorp's compliance with the tenns of this Agreeme,nt is conditioned on Selleds submission
to PacifiCorp prior to the Commercial Operation Date and Seller's maintenance thereafter of
copies of all local, state and federal licenses, pemrits and other approvals as then may be required
by law for the constnrction, 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
inure to the benefit of the respective successors and assigns of the Parties hereto. This
GENERAL CONDTTIONS
may be assigned by either Party upon 30 business days (or longer if reasonably
prior writteir 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 further act, and without need of consent or approval
by the Seller, succeed to all of PacifiCorp's rights, obligations, and interests under this
Agreernent.
20.1.2 Either Party may assign this Agreernent without the conse,nt of the
other Party to any affrliate of the assigning Party witlt an equal or greater credit rating and
with the legal authority and operational ability to satisfr the obligations of the assigning
Party under this Agreement, provided that Seller promptly notifies the PacifiCorp of any
such assignment.
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 zuch
assignment.
20.1.4 Any attempted assignment that violates this article is void and
ineffective. An assignce is responsible for meeting the same financial, crediq and
insurance obligations as the assignor. Where requireq consent to assignment will not be
unreasonably withhel( conditioned or delayed.
SECTION 21: ENTIRE AGREEMENT
zl.L This Agree,ment supersedes all prior agreements, proposals, representations,
iations, discussions or letters, whether oral or in writing, regarding PacifiCorp's purchase of
Ouput from the Facility. No modification of this Agreeme,nt shall be effective unless it is in
and signed by both Parties.
21.2 By executing this Agreement, each Party releases the other from any claims, known
unknown, that may have arisen prior to the execution of this Agreement with respect to the
ity and any predecessor facility proposed to have been constnrcted on the site of the Facility
using the same motive force.
SECTION 22: JLIRY TRIAL WAMR
TO TI{E FIJLLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES TIERETO
WAryES ANY RIGHT TT MAY HAVE TO A TRI.AL BY JI.JRY IN RESPECT OF
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WTTH THIS AGREEMENT. EACH PARTY zuRTHER WATVES A}.TY
RIGHT TO CONSOLIDATE ANIY ACTION IN WHICH A JTJRY TRIAL HAS BEEN
WATVED WITH A\IY OTHER ACTION IN WHICH A JI.'RY TRI.AL CANNOT BE OR HAS
NOT BEEN WAIVED.
GENERAL CONDITIONS
SECTION 23: NOTICES
All notices excc?t as othcrnisc provided in this Agreement sltall be in writing, shaU be directed
as follows and shall be considered delivered if delivered in person or whe,n deposited in the U.S.
Mail, postage pr€paid by certified or rcgistercd mail and rctum receipt requested.
All Notices PacifiCorp
825 NE Multnomah Stneet Portland,
oR97232
Attn: Contract AdministatiorU
suite 600
Phone: (503) 813 - 5380
Facsimile: (503) 813 - 6291
Duns: 00-790-9013
Fderal Tax ID Number: 93-02460t90
Consolidated Lrigation Company
33 S I'tE
Preston, ID 83263-1301
Phone: [phone]/.
Facsimile: [phone]
Fdtral Tor ID No: 300716204.
Duns: 078492157
Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
(same as above)
Attrr: Resourcs plennin& Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 - 6265
(same as above)
Attn: Back Office, Suite 700
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
(same as above)
BankOneN.A.
To be provided in separate letter from
PacifiCorp to Seller
Confidential information to be
provided separately
Atm: Credit Manager, Suite 700
Phone: [phone]
Fax: [phone]
(same as above)
Attrr: PacifiCorp General Counsel
Phone: [phone]
Facsimile: (503) 813{761
with
Additional
Notices of an
Event of
Default
or Potential
Event of
Default:
Thc Prtics may change the person to whom such notice are addressed, or their addresses, by
proviiling writtcn noticee thereof in accordance with this Sostion.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreerneot to bc executed
in tbcir respective names as ofthe date fint above writte,n.
Name: BnrceGrisrold
Title: Dirccbr Short Tcrm Origination and
QF Contocts
Title: President
Date: q')- l-f
GENERAL CONDITIONS
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IN Wmru! WHEREOF, tu PrrliB hctilo hn. c.rrcdf& Agrffi b bo afilbd
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EXHIBIT 1: INSURANCE
Required Policies and Coverages. Without limiting any liabilities or aoy other obligations of
Seller under this Agreemen! Seller shall secure and continuously carry with an insurance
company or companies rated not lower than "A-Ay'II" by the A.M. Best Company the insurance
coverage specified below:
Ll.l Workers' Compensation. Seller shall comply with any applicable laws or
statutes, state or federal jurisdictiorq where Seller performs work.
1.1.2 Employers' Liability. Seller shall maintain employers' liability insurance with
minimum limits covering bodily injury fon $500,000 - each accident, $500,000 by
disease - each employee, and $500,000 by disease - policy limit.
1.1.3 Commercial General Uability. Seller shall maintain insurance to include prernises
and operations, contractual liability, with a minimum single limit of $1,000,000 each
occturence to protect against and from loss by reason of injury to persons or damage to
property based upon and arising out of the activity under this Agreement.
1.1.4 Business Automobile Liability. Seller shall secure and continuously carry
business automobile liability insurance with a minimum single limit of $1,000,000 each
accident covering bodily injury and property damage with respect to Seller's vehicles
whether owne4 hired or non-owned.
1.1.5 Umbrella/excess Liability. Seller shall maintain umbrella or excess liability
insurance on an occurence and following form basis with a minimum timits 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 equipnent
and structures in an amount at least equal to the full replacement value for "all risks" of
physical loss or damage, including coverage for earth movefir€nt, flood boiler and
machinery and business intemrption. The poliry may contain s€,parate sub-limits and
deductibles subject to insurance company undenrriting guidelines. Property inzurance
will be maintained in accordance with terms available in the insurance markct for similar
facilities.
Additional Provisions or Endorsements:
1.2.1 Except for workers'compensation and property insurance, the policies required
hcrein shall include provisions or endorsements as follows:
(a) naming PacifiCorp, parent, divisions, officers, dhectors and employees as
additional insureds;
O) include provisions that such insurance is primary insurance with respect to
the interests of PacifiCorp and that any other insurance maintained by Paci{iCorp
is excess and not contibutory insurance with the insurance required hereunder,
and
(c) cross liability coverage or severability ofinterest.
1.2
A-t
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 zubrogation against
PacifiCorp.
1.3 Certificates. Prior to connection of the Facility to PacifiCorp's clectric 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
Section. Seller shall provide PacifiCorp insurance certificate(s) confirming Seller's compliance
with the insurance requirements herzunder. Insurance certificate confirming compliance shall be
provided to PacifiCorp by Seller at least annually and each time a new insurmce policy is issued
orbeomes effective.
1.4 Commercial General Liability coverage written on a "claims-made" basis, if any, shall be
qpecifically identified on the certificate, and Seller shall be maintained by Seller for a minimum
period of five (5) years after the completion of this Agreement and for zuch other length of time
necessaxy to cover liabilities arising out of the activities under this Agreement.
1.5 Periodic Review. PacifiCorp may review this schedule of instuance as often as once
ev€ry two (2) years. PacifiCorp may in its discretion require Seller to make rcasonable changes
to the policies and coverages described in this Exhibit to the extent reasonably necessary to cause
such policies and cov€rages 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.
A-2
EXHIBIT A: DESCRIPTION OF SELLER'S FACILITY
[Completed by Sellerl
Seller's Facility consists of One (_1) generator manufactured by TES More specifically, the
generator at the Facility is described as:
A. Manufacturer's Nameolate Dah:
Type (synchronous or inducfive): lnduction
Model: 25" HCTI l\win Jet Turgo Impluse Turbine Driving 481 kW TES Model
GAK500M14 Generetor
Number of Pheses: 3
Rrted Output (kW):481Rxted Ou@ut (kVA):_616_
Rrted Voltage (llne to line): 480
Rated Current (A): Stator: J42
Maximum kW Output: 481 kW
Minimum kW Output: 100 kW
Facility Capecity Rating: _69- kW at _480_ volts Madmum Facility Delivery
Rate: 413-548 (if heater on)_ kW at _480_
Maximum GIA Delivery Rate: __ 500 kW instantaneous
Describe (1) any differences between the maximum output of the generato(s) and their
Nameplate Capacity Rating(s) and (2) any differences between the Facility Capacity Rating, the
Maximum Facility Delivery Rate, and the Maximum GIA Delivery Rate:
Station service requirements, and other loads seryed by the Facility, if any, are described
as follows: Station service is estimated to be 15 KW
Locafion of the Facility: The Facility is located in Fraoklin County, Idaho. The location is
more particularly described as follows:
LAT 42\7',57.6 LONG l1 1o46',30.5
Power factor requirements:
Rated Power Factor (PF) or reactive load ftVAR): _0.95-0.98 l-ag PF
_ _ A; Rotor: N/A due to aslmchronous generator
Maximum kVA Output: kVA _616-
A
A-3
EXIIIBIT B
POINT OF DELIVERY / PARTIES' INTERCONNECTION FACILITIES
[diagram and description providcd by Scller]
Instnrctions to Seller:
l. lnclude description of point of metering, and Point of Delivery
2. Provide interconnection single line drawing of Facility including any tansmission
facilities on Seller's side of the Point of Delivery.
1.The interconnection is located Circuit PRS13, Preston #13, out of Preston substation.
The point of metering and the Point of Delivery are described in the PacifiCorp one-line
diagram for project Q0437
The one-line diagram is attached2.
B-1
EXHIBIT C
REQUIRED FACILITY DOCI.JMENTS
Qualiffing Facility No.: Not Required < 1,000 KW
Generator Intcrconnection Agreemeirt Dated April 30, 2014 h8s been provided
FERC Hydro Facility Liceirse: Docket No. CDl5-2-000 Dated January 26,20L5
Water Rights: 13-7853
Proof of Inzurance: Pmvided May 29, 2015
Evide,nce showing agreement for retail electic service: Reail bill provide on June 22,2015
E-1
HoldenKidwe1l
Hahn & Crapo".,-*
LAW OFTICES
August 31,2015
PacifiCorp
c/o Lyle Porter
Consol idated Ini gation Company
33 S. ls' E.
Preston, ID 83263
RE: PocifiCorp and Consolirloted lrrigolion Company Power Purchase Agreement;
Statemcnt lhat Consolidated Hos Obtained All Requiretl Fdcility Documents,
Dear Lyle:
As you know, Holden, Kidwell, Hahn & Crapo, P.L.L.C. represents Consolidated
Irrigation Company ("Crc). We have been asked to provide an opinion addressed to PacifiCorp
as required under Paragraph 1.6.4 of the Power Purchose Agreement Between Consolidated
Irrigation Company and PacitiCoap (the "Agtgglqen!'). We are providing this letter to you, and
trust that you will forward it to PacifiCorp when the Agreement is executed, which will bind the
parties and make CIC subject to the provisions of Paragraph 1.6.4.
We previously provided a similar letter dated May 8, 2015, but understand that PacifiCorp
has reqnested additional language that is now contained in this letter. We also understand that the
Agreement has been further negotiated between PacficCorp, tluough their in-house counsel, and
Joe Miller, CIC's counsel retained to assist in negotiating the Agreement. Wc understand that
Paragraph 1.6.4 has not been amended in the Agreement negotiations, and consequently,
understand that this letter remains necessary in order to finalize the transaction with PacifiCorp.
Paragraph 1.6.4 of the Agreement requires'hn opinion from an attorney in good standing
in ldaho, stating that [CIC] has obtained all Required Facility Documents . . .". The term "Required
Facility Documents" is a defined terrt under thc Agrecment, and according to section Paragraph
1.64, consists of "all deeds, titles, leases, licenses, permits, authorizations, and agreements
demonstrating that [CIC] connols the necessary property rights, (e.g., sitc lease), rights to motive
force, and govemment authorizations to constuct, operate, and maintain the Facility, including
lvithout limitation, those set forth on Exhibit C."
While we ane not obligated to provide copies of the Required Facility Documents under
the tenns of Paragraph L6.4, enclosed with this letter are copies of zuch documents, specifically:
l. Purchase and Sale Agreentent between Webster Farm, L.L.C. and CIC (purchase of
1fi,O nirtr$,Jk Drirr, Suirc 200
PO llox l0l.t0
Itirho l:rlls, lfuho 81405
'tit (208) t2J-06t0
Fr: (!08) t2.t-951s
rrr..holdmlrgrl.rirn
Email: rhrnisf(Dholdcnlcrnl.com
Established in 1896
I-yle Porter
August 31,2015
Page2of2
profrty for powerhouse and associated easements necessafy for connection to PacifiCorp
power grid).
2. Letter from FERC to CIC, January 26,2015 (notice from FERC that the CIC facility meets
conduit exemption (section 30(a) of the FPA).
3. Permit to Appropriate Waler (issued by the Idaho Deparunent of Water Resources on
March 5,2015).
In addition, throughout constuction of the power facilities, CIC has been in constant
comrnunication with Fraoklin Corurty offrcials relative to nrpervision and construction of such
facilities within the scope ofthe County's road right-of-way. The County did not require execution
of any documents in order for the facilities to be constructed, but County officials verbally
atrthorized placemcnt of such facilities.
In light of the foregoing, I certify that CIC has obtained all Required Facility Documents
as required turder the Agreement. I certify that I am an attomey in good standing in the State of
Idaho required under the Agreement as evidenced by the cnclosed printout from the ldatro State
Bar.
Bcst Regards,
fuzrft,(."_*;
Robert L. Haris
HoLoEN, Ktoweuu, HauN & Cnepo, p.L.L.c.
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PTIRCEASE AND SALE AGREHVIENT
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Doclnet No. CD15-2-flX)- Idaho
Glmdale Coneft Hyeo Projcct
Conrolidamd Inigatim Compuy
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Consolidatsd Inigdon Corymy
9E Ea$ t00North Suib#s
Pr€silon, ID t3263
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Conduit lly&opowtr fasiliry CtiUria
Dearl,Is.Ilstmcc
On Novembcr l2,?f/l4,1ou filod a notico of irmcm, punumt b ffiion 3(a) of
tu Fodcal Po*tr Act (FPA) l5 U.S.C. $ &l3a (2Ol2I as amcoded ty Sttlm 4 offtG
llydroporvpr Rpgulffiy Efficieosy Act of 2013, hrb. L. llL23, $ 4q I 27 Stst 493
(2013), b cmstsuct a qua[rying conduit hydropowu ftcility, lto Ol@dslo Cotrduit
IIy&o Ploject, b bc locabd nerfre city of PrlEtm h Frekth CMy, I&ho.
OnNovomber 19, 2014, Cmmhsim sffibslod a ptHic notioc fu pnflininrfly
douminod ltd lho trojGct ffi thc smffiy crihrb fq a Snlifriqg ffil btdropoum
mcility, ed fuis wag nd rcquired b bo lioonsod undcr h I offu FPA Tho nodce
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DocJrstNo. CD15-2{m
If you havp ary r1tstions pkaso omct Mr. Robilt Boll LI(2I}Z) 5ft2.ffii2 ot
[e-mail].
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Ctic{, Faginccdqg Rcsourccs Bmoch
Divisim sf Hydropoum AdminhUion
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tre ol 6r, olherlut trydrcffi6$llq$ ffi d khtm ld[abll b] ln$tr fiar hc ptlofiVolfibprr*.
f 0. Ttdr rlClt h 6rl{.ct b 0x 4AelO, l&ho Codr, terther ficleb,fficr,|nbmd,or mthropurdCorbcartaebrlnmcffi
fl. ThLilil*docnotocilnr hetmrybc rqdnd
te urldsilErunbrldeftht
13, Thb iglrt dor nol gluil rry drdrcr.f( PrCdmmtuo|bnCrd pffitrhrrauattdrhall
gooccdfigrdybornhfnnt
DlpalunntdtlYanrFuorcoe
olhrDlndordhe
orr$rhfi fie panilhddcrlrtlmffioL
Thb pml 5 hruod ptnu,rna b thc ptwldar d Eaodqt{esa, Er[E Oode
h.Drr.efrr,tud*sobc,trr-5l- *rvd lviarah
tlrlncrtr$ldmof
,eolS
Dh&r
EXEIBIT I)
SI.JBSEQUENT ENERGY DELTVERY SCHEDULE
ConsolldatedlrricationCompany 4SlkWNameolateCaoacitv
Base
Estimates
Scheduled Monthly
Energy Delivery
ftwh)
Monthly NETAvekWmo CapaciwFactor
January t34.634 184 .36
February 123.463 t69 .33
March 135.277 18s .36
Aoril 232.58t 3r9 .63
May 301.024 4t2 .81
June 311,481 427 .84
Julv 318.48r 436 .85
Aucust 233.219 319 .63
Seote,rnber 272,688 374 .73
October 169.139 232 .45
Nove,mber r56.3t2 214 .42
December 128.0s0 t7s .34
TOTAL:2-st6-348 287 .56
Planned Outaqes. Seller will provide a Planned Outage schedule annually not to exceed 150
hours per year.
E-2
EXEIBIT E
START.UP TESTING
Required factory testing includes such checks and tests nwessaq/ to determine that the
equipment systems and subsystems have been properly manufacturcd and installed" function
properly, and are in a condition to permit safe and efficieirt start-up of the Facility, which may
include but are not limited to:
l. Test of mechanical and electrical equipment;2. Calibration of all monitoring instnrments;3. Operating tests of all valves, operators, motor starters and motor;4. Alarms, signals, and fail-safe or system shutdown contol tests;5. Point-to-pointcontinuitytests;6. Bench tmts of protective devices; and7. Tests required by manufacturer(s) and designer(s) of equipment.
Required start-up tests are those checks and tests necessary to detcrmine that all features
and equipmcnt, syst€,ms, and zubsystems have beenproperly installed and adjusted, function
properly, and are capable of operating simultaneously in zuch condition that the Facility is
capable of continuous delivery into PacifiCotp's electrical system, which may include but are not
limited to:
l. Turbine/generatormechanical nms and ftmctionality;2. Systern operation tests;3. Brake tests;4. Energization of transformers;5. Spchronizing tests (manual and auto);6. Excitation and voltage regulation operation tests;7. Auto stop/start seque,lrce;8. Completion of any state and federal environmeirtal testing requireme,lrts; and9. Tests required by manufactuer(s) and designe(s) of equipment.
E-3
EXHIBIT F.I
MOTIVE FORCE PI-AI.I
Month Average Enerry
(k!rh)
January 134,634
February 123,463
March 135,277
April 232,581
May 30I,024
Jrme 3l l,4El
July 318,481
August 233,2L9
September 272,688
October 169,139
November 156,312
Dece,mber 128,050
Based on average flows provided by the Consolidated Irrigation Company the hydrc plant will
produce the above average kWh per month
G-1
E)GIIBIT F.2
ENGINEER'S CERTIFICATE
OF
MOTIVE FORCE PI.A}I
I, Bre'lrt E. Gardncr hereby certify that based on the water use records available to me
that the Glendale Hydro project will have the available head and flow to produce the
average monthly kWh per month as stated in exhibit F-1.
Brent E. Gardner. P.E.
H-4
E)(HIBIT F.2
ENGINEER'S CERT-IFICATE TO PACIFICORP
MOTIVE FORCE PLAN
I, Brent E. Gardncr, hcreby c€rtiry that b6sed on tlrc wat€r use records available to me, that the
Glendale Hydroclcctric Facility, owned and opcrated by the Consolidatod Inigation Company,
will have the available head and florr to produce the average monthly kWh per month as stated
in Exhibit F-1. I firrther certiry that the Facility Capacity Rating of the geuerator at the
anticipatedtime of Cornmercial Opcr*ion is ama:rimum of 481 kW and that thc Facility is able
to geoerate electric power rcliably in arnounts required W this Agreement
Brem E, Gardncr, PE
Signedthis 24ft day ofAugust,2015
EXEIBIT 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-levelad purchase price during an On-Peak Hour in May of 2015
equals: S59.884{Wh (the 2015 annual rate for Confonning Energy) multiplied by 92o/o (0.92)
(the May On-Peak Hour multiplier), which equals $55.094,twh.
Table 2: Sa:nple calculations for non-levelized Conforming Energy in 2015 [Purchase Price =
annual rate t monthly on-pealc/off-peak multiplier].
Month
Confoming
Energy
Annual
Rate for
2015
(per MWh)
On-Peak
Hour
Multiplier
Calculated
Purchase Price
for 2015 On-
Peak
Conforming
Energr
@er MIVh)
Off-Peak
Hour
Multiplier
Calculated
Purchase Price
for 2015 Off-
Peak
Conformlng
Energy
(per MWh)
January $s9.88 l03o/o $61.68 94o/o $s6.29
February $59.88 l05o/o $62.87 97o/o $58.08
March $s9.88 95o/o $s6.89 80%$47.90
April $s9.88 95o/o $s6.89 76%$45.s1
May $59.88 92o/o $ss.09 63%s37.72
June $s9.88 94%$s6.29 6s%$38.92
July $5e.88 l2lo/o s72.4s 92o/o $5s.09
August $s9.88 l2lo/o s72.45 t06%$63.47
Scpternbcr $59.88 l09o/o s6s.27 99/o $s9.28
October $59.88 ll5o/o $58.86 rc5%$62.87
Novernber $s9.88 ll0o/o $6s.87 960/o $57.48
December $s9.88 l29o/o s77.2s l20o/o $71.86
PACIFICORP
AVOIDED COST RATES FOR NON€EAJSOilAL HYDRO PRq'ECIB
Junr l,2!lll5
l,rlwh
Itleu, Contnctr end Rcolecan.nt Contraci! wlthout Full Croccltv Pevmcnir
Ellglblllty for thcra ratpr ir llmlbd !o prolcct rmrlhr thrn l0 ellW.
LEvELtrED ilolt.LElrELtzED
ON.TJNE YEAR
CONTRACT
VEAII
NON.TEIELZED
OAfEATENGTHryElqct2015 2016 ml7 20tt Z0t9 zg;,o
1
2
3
1
5I
7
E
9
t0
11
12
13
1{
t5
t8
t7
l8,l9
20
59.EE
60.40
80.E1
61.38
82.12
63.66
Ba.9t
68.tt
87.21
58.19
89.tt
70.1S
71.03
71.19
72.a4
73.t4
73.78
71.42
75.04
75.6S
60.s4 61.72fi.33 a2.5261.$ 6{.(r8s.t6 65.71&t.61 67.2E8E.(I4 c6.6Et7.31 t9.92c6.4r 7t.016S.52 72.t070.50 tt.l77r.39 ?4"1272.60 74.9673.tto 75"66t{.o'l 70.3571,Ut 77.(E75.35 77.7178.0t 76.3770.68 70.03n.E 79.7177.u 80.39
t3.3t
6535
87.m
66.96
70,12
7r.r0
zt.t0
79.00
75.00
75.98
78.7'
77.51
7E.m
?E.6t
79.s7
u1.25
E0.03
81.E2
E2.3it
6it.00
st.47 71.*G0.tt4 73.t67t.t3 7a-527255 7s.Ge79.76 78.6t7t.t3 n"t67Ae2 7E.t5n.az 7s.8077.fi A0.567E.t7 61.2670.rte E1,94EO.'16 tztlEo.t{ a3.31Et.54 8t.01c2.22 E4.71t2.0t 05.4{t3.G2 t6.t9u.36 63.8185.0a E7.86t5.78 88.45
2015
2016
2017
20'tE
20r9
20ix)
z,,21
2022
2023
20u
2025
2026
zdnN)t
2@
20:10
20til
203itm8&ung
2038
203?
203E
2030
zxo
s9.8E
60.0E
6'.t.72
ES.3I
87.17
7r.58
?a.a7t.u
79.7'
rt.a9
t4.tB
!7.3r
tE 9t
ce.52
90.31
uz27u.n
97.e2
100"15
r03.09
r08.8e
fi0.G6
IrLoc
t17..Et
1?6..*
120.50
Ndr. Th. rdo3 shoryh in thit tltlr htt ! bcsn sompsbd usine the U.S. Encr!, lnlbitl.tbn Admhltnlbn (ElA)'r Annurl Encry
Oulbok 2015. r*a$d AprI 14, 2015. Sa. &rud En rgy OJllook 2015, T.bL 3.8 Enrryy Pdco by S€dor-lrounbh .t
htlp rrwr\ryv.l' gwrbrlca$rtaollrHcr-nl cfrtil*tpphmrnu
PACIFICORP PeE|.3
EXIIIBIT H
SAMPLE CONFORMING ENERGY CALCULATIONS
The following are sample calculations for detemrining On-Peak and OFPeak Conforming
Energy and Non-Conforming Energy for purposes of the pa)4ne,!rt formulae in Section 5.2 for a
give,n 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 the90Wll0% performance target.
SMED'9| (kwh) :90o/o * SMED (k!yh) (SMED is the Scheduled Monthly Energy
Delivery after any adjustnrents pursuant to Section 4.4.)
SMED-|10 (k\\e):ll0o/o * SMED (klvh)
Step 2: Detemrine which portion of Net Energy for the month is Conforming Energy and which
is Non-Conforming Energy in relation to the 907/110% performance targets.
If total Net Energy < SMED-90, all Net Energy is Non-Conforming Energy
If total Net Energy >- SMED-9O and +- SMED-110, all Net Energy is Conforming
Energy
If total Net Energy > SMED-I10,
(a) Detennine the point in time during the month at which Net Energy reached
SMED-I10 (Time-l10);
(b) All Net Energy deliverd before Time-|10 is Conforming Energy;
(c) All Na Energy delivered after Time-|l0 is Non-Confoming Energy.
SIe_3.: Determine the On-Peak and Off-Peak 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 Off-Peak Hours. These amounts are the CEnergy6,o-po1,
CEnergy66-p-r, NCEnergYoo-p..r, and NCEnergYon-pcar values for the formulae in
Section 5.2.
Example Month: The following is an example calculation for a month given the following
values:
SMED:200,000 kWh
Net EnergY = 250,000 kWh
Exarnple Stcp 1: Determine the90%lll0% performance target.
SMED'9O (k!Vh) :90o/o * 200,000 k$h (SMED) = 180,000 kWh
SMED-|10 (k!Vh): ll0o/o * 200,000 kwh (SMED):220,000 kWh
H- l
Examole Stqo 2: Daermine which Na Energy is Conforming Encrgy and which is Non-
Conforuring Energy in relation to the 90%o/110% perfomrance targets.
Becarse 250,000 kW (Na Energy) > 220,000 kwh (S.tllED-I l0),
(a) Assrme that the meter shows that accumulated Na Energy for the month
reached 220,000kWh (SMED-110) at I p.m. on the 25th (Time-
t r0);
O) All Net Energy delivered before I p.m. on the 25th (Time-L10) is Conforming
Energy;
(c) All Net Energy delivercd aftcr I p.m. on the 25th (Time-l I0) is Non-
Conforming Energy
Example Step 3: Dstermine the On-Peak and Off-Pcak amounts for the Conforming Energy
and Non-Conforming Energy values by whether the meter reading indicates that the
en€rgy was delivered during On-Peak or Off-Peak Hours. For this examplg actual
meter readings for On-Peak and Off-Peak Hours are made up. (Note: where Net
Energy > SMED - 1 10, CEnergyon-pol + CEnergyon-p ar SMED- I 1 0.)
On-Peak Conforming Encrgy (kIlft) : metered Net Energy delivered before Time-110
dtuing On-Peak Hours = 150,000 kWh: CEneqgys&p.t
Off-Peak Conforming Energy (klVh) = metered Net Encrgy delivered before Time-Il0
during OflPeak Hours = 70,000 kWh: CEncrgy66-po1
On-Peak Non-Conforming Energy (k\lft): metered Net Energy delivered after Time-|10
during On-Peak Hours = 20,000 kWh : NCEnergys,!-pclr
Off-Peak Non-Conforming Energy (klth) = metered Net Energy delivered after Thne-
//0 during Offt-Peak Hours = 10,000 kWh:NCEn€rByor-por
H-2
EXHIBIT T '
Solhr Aufrorfzrfun to Rdcue Glcnendon Drh to PrctECotp
OONSOLIDATED IRRIGATION COMPAI\TY
P.O. Bor3ll
Prertonr ldaho &i263
19 May 2015
Brlen Jcucn, Mbt, (2lE) :!(}9.lX'I6
Rry Bcuetg Ytu Prddail, (209) 5{F2136
Mrrlnc lYrddornpq Wry, (2lE) Elt2-2:16{
Thrnc TUInwr rd, ltuwrs' (2(E) tll2"l 120
Lyb Porir;t, Mouga, (2lE) 33$l t61
Trmsmission Se,rvices
Attn Direstor, Transmissiou Services
825 NE Multnonmlq Suite 1600
Portlan4 OR9T232
Jey Rrn:bdb m, Dlra@ (2lE) t32"2t6,
Kcnt F4lcy, DbaW e(E) EJLZDT
Lrrry Johmon, Otncon OllE) 3ilF973t
Lylc Posttil, Ilhc@r, (2lE) 33$1t51
Csrl Smlrutoa, I)bwt, (2lE) Zlt-569t
RE: ConsoHdltcd Irigafion Compsry Inhrconnection Requert
Dear Sin
Consolid*exl Inigation Company hercby vohmtarily arnlrorizes PacifiCorp's Transmission
business unit to share Consolidated Irrigation Compon/s gencrdor interconrcction inform*ion
and generator meter dda with Ma*eting Atrliate erployees of PrcifiCorp Energr, including
but not limited to those in the Commocial and Trading gonp. Consolidacd Inigation Company
acknowledges drat PacifiCorp did not ptovide it any prcferenceq either operational or rztc-
relato( in uchangs for this vohmtary conseirt
frl LI a
fitle
t-t?- I (
Franklin County Commissioners
39 \trtst Oneida, Prcston ldaho 83263
[phone]. Fax (208t 852-109[
Marctr 9, 2o1s
To Whom It May Concern,
If youhave auy questions or concen$, please ftel free to contact
lui.
Boyd Burbank
Attest:
R. DIR.KBOIVLES. Din" 13
t452 W. 5600 S.
PRESTON. TDAHO 83263
[phone]. CcU (208) 22t-t398
Emrl} dttowlcs@plmwcom
Franklin County Commissionerc arc in support of the Hydro
Project of Consolidated Irrigation Company.
BOYI, BURDANK Di.rt. f I
1448 E Cub Rirtr Road
PRESTON.IDAHO 83213
eoE)24+0639
Ernail : boyd @plmu,.anm
n SG0TT WORKMAN. Dtirt. *?
t.r48 E 74m N.
PRESTON. IDAHO 83?63
[phone]. Cet! (2$) 39-30&t
Email: ruortmln @digisncr