20160707Application.pdf

ROCKY MOUNTAIN
POWER
A DMSION OF PACIFI@RP
RT C E IVED
i0l$.itJL -7 AH 9: 55 1407 W. North Temple, Suite 320
Salt Lake City, Utah 84116
July 7,2016
VA OWRNIGHT DELIWRY
Jean D. Jewell
Commission Secretary
Idaho Public Utilities Commission
472W. Washington
Boise,ID 83702
Re:CASE NO. PAC-E-16-11
IN THE MATTER OF THE APPLICATION OF ROCKY MOUNTAIN POWER
FOR APPROVAL OF AI\t ADDENDUM TO THE LOWER VALLEY ENERGY,
INC. POWER PURCHASE AGREEMENT.
Dear Ms. Jewell:
Please find enclosed for filing an original and seven (7) copies of Rocky Mountain Power's
Application in the above-referenced matter.
Informal inquiries may be directed to Ted Weston, Idaho Regulatory Manager at (801) 220-
2963.
Very truly yours,
Ih-J.n$l^
Senior Counsel
Enclosures
Daniel E. Solander (ISB# 8931)
Rocky Mountain Power
1407 West North Temple, Suite 320
Salt Lake City, Utah 84116
Telephone: [phone]
Fax: [phone]
Email : daniel.solander@oacifi corp.com
Attorneyfor Roclry Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMNIISSION
IN THE MATTER OF THE
APPLICATION OF ROCKY
MOUNTAIN POWER FOR
APPROVAL OF AI\ ADDENDUM
TO THE LOWER VALLEY
ENERGY,INC. PPA
CASE NO. PAC-E.16.11
APPLICATION OF
ROCKY MOUNTAIN POWER
Comes now PacifiCorp d/bla Rocky Mountain Power ("RMP" or the
"Company"), pursuant to RP 52 and the applicable provisions of the Public Utility
Regulatory Policies Act of 1978 ("PURPA"), hereby respectfully applies to the Idaho
Public Utilities Commission (the "Commission") for an Order approving an addendum to
the Power Purchase Agreement ("PPA") entered into June 17, 2014, between Rocky
Mountain Power and Lower Valley Energy, Inc. ("LVE"). In support of this Application
RMP represents as follows:
I. BACKGROUNI)
l. PacifiCorp is an electrical corporation and public utility doing business as
Rocky Mountain Power in the state of Idaho and is subject to the jurisdiction of the
Commission with regard to its public utility operations. PacifiCorp also provides retail
electric service in the states of California, Oregon, Utah, Washington, and Wyoming.
t
2. Lower Valley Energy, Inc. owns, operates, and maintains two
hydroelectric generators on Swift Creek and a hydroelectric generation project on the
culinary water system located in or near the town of Afton, Lincoln County, Wyoming.
The Upper Facility is rated at940 kilowatt ("kW"), the Lower Facility is rated at 535 kW,
and the Culinary Facility is rated at225 kW with a total nameplate rating of 1,700 kW,
(Facility Capacity Rating). The hydroelectric facilities are qualified small power
production facilities ("QF") under the applicable provisions of PURPA.
3. On May 22, 2009, PacifiCorp and Lower Valley entered into a Power
Purchase Agreement. Under the terms of the PPA, Lower Valley elected to contract the
Upper Facility with the Company for an approximate three-year term, expiring May l,
2012.1 This PPA was later modified by a Minute Order to add the Lower Facility to the
contract.
4. On May 19,2011, PacifiCorp and Lower Valley revised the PPA to add
the output from a newly constructed Culinary Facility2 and extend the contract period
through September l, 2014.
5. On June 17,2014, PacifiCorp and Lower Valley entered into a PPA,
Lower Valley elected to contract with RMP for a two-year term using the non-levelized
published avoided cost rates for energy deliveries of less than l0 average megawatts. The
PPA was approved by the Commission3 on August 27, 2014, and is set to expire
September 30,2016.
I Case No. PAC-E-09-05, Order No. 30864.
2 Case No. PAC-E-I l-15, Order No.32323.
3 3 Case No. PAC-E-14-06, Order No. 33107.
II. EXTENDING THE POWER PURCHASE AGREEMENT
6. On December 2,2015, LVE contacted RMP requesting an extension to its
existing PPA contract which was set to expire September 30, 2016. LVE and RMP
engaged in discussions regarding the term of the desired extension. Initially LVE
indicated they would like to extend the contract two to three years. LVE is a BPA
customer and anticipates utilizing the output from its generation facilities to serve future
load growth.
7. After further consideration in March 2016 LVE notified the Company it
would like a one-year extension. At that point LVE still needed to obtain a point to point
transmission agreement with BPA before the contract could be finalized. On June 5,
2016, LYE provided a signed copy of the addendum to RMP the addendum was
circulated internally for review prior to signing on June 22,2016.
8. The confirming levelized energy rates for the LVE PPA were the avoided
cost rates for non-seasonal hydro projects approved by the Commission December 14,
2015. For all energy deliveries October 1,2016 through December 31,2016 the levelized
energy rate is $34.06 per megawatt-hour. For energy delivered January 1,2017 through
September 30,2017 the rate is $34.42 per megawatt-hour.
9. A copy of the addendum to the contract is provided as Attachment No. I
and the original PPA contract is provided as Attachment No.2 to this Application.
III. COMMUNICATIONS
Communications regarding this Application should be addressed to:
Ted Weston
1407 West North Temple, Suite 330
Salt Lake city, utah 841l6
Telephone: [phone]
10.
Fax: [phone]
Email : ted.weston@pacifi corp.com
and to:
Daniel E. Solander
1407 West North Temple, Suite 320
Salt Lake City, Utah 84116
Telephone: [phone]
Fax: [phone]
Email : daniel. solander@nacifi com.com
In addition, the Company respectfully requests that all data requests regarding this matter
be addressed to one or more of the following:
By e-mail (preferred)
By regular mail
datarequest@pacifi corp.com
Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
IV. MODIFIED PROCEDURE
I l. RMP believes that a hearing is not necessary to consider the issue
presented herein and respectfully requests that this Application be processed under
Modified Procedure, i.e., by written submissions rather than by hearing. If, however, the
Commission determines that a technical hearing is required, the Company stands ready to
prepare and present its testimony in such hearing.
V. REOUEST FOR RELIEF
12. WHEREFORE, Rocky Mountain Power respectfully requests that the
Commission issue an order: (1) authorizing that this matter may be processed by
Modified Procedure; and (2) approving the Addendum for a one-year extension to the
PPA between PacifiCorp and Lower Valley Energy, lnc.
Dated this 7m day of July,2016
Respectfu lly submitted,
Daniel E. Solander
Attorney for Rocky Mountain Power
ATTACHMENT NO. 1
ADDENDUM NO. 1
TO
POWER PU RCHASE AGREEMENT
ADDENDUM NO. 1
TO
POWER PURCHASE AGREEMENT
This Addendum No. 1 to Power Purchase Agreement, entered into this 22nd day of June.
2016 (Effective Date), is between Lower Valley Energy, Inc., and PacifiCorp, acting in its
merchant function capacity. Lower Valley Energy, Inc., and PacifiCorp are referred to
collectively as the "Parties."
RECITALS
A. Lower Valley Energy, Inc. and PacifiCorp are parties to that Power Purchase Agreement
dated June 17 ,2014 (PPA);
B. The PPA expires on September 30, 2016;
C. The parties desire to extend the term of the PPA for one additional year;
D. The parties desire to use the applicable rates in Idaho Schedule 37.
NOW THEREFORE, the parties mutually agree as follows:
1. Section 2.2 of the PPA is hereby amended as follows:
2.2. Unless earlier terminated as provided herein, this Agreement shall remain in effect
until September 30, 2017 ("Expiration Date").
2. Section 5.1 of the PPA is hereby amended as follows:
Table L- Conforming Energy Rates for Upper Facility, Lower Facility and
Culinary Facility
Year
Conforming Energy
Annual Rate, Upper,
Lower, and Culinary
(AR*)
s/MWh
2076 34.06
2077 34.42
1. thr$&&h,rnfmsilt$s#*r*fifrfe,
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ATTACHMENT NO. 2
POWER PURCHASE AGREEMENT
BETWEEN
LOWER VALLEY ENERGY, INC.
AND
PACIFICORP
POWER PURCHASE AGREEMENT
BETWEEN
LOWER VALLEY ENERGY, INC.
[threenon-fueled, non-levelized, non-MAG @alifyrng Faeilities located in PacifiCorp
Coatrol Area interconnected to non-PacifiCorp syste,rxr in Wyoming delivering pow€r to
PacifiCorp in ldaho-each l0alv1WlvIonth or lessl
AND
PACIF'ICORP
Scction l: Definitions ................. ...,........2
Section 2: Term, Commercial Operation Date ........... .................. 7
Section 3: Rcpresentations and Warranties.. .............7
Section 4: Delivery of Energy and Capacity ............. 9
Section 5: Purchase Prices.....,... .......... 13
Section 6: Operation and Confrol ......... 14
Section 7: Motive Force.......... .............. l7
Section 9: Billings, Computations and Payrnents ...................... 18
Section l0: Defaults aad Renredies.........,...-... ........ 18
Section 11: Indemnification,........ ......... 20
Scction 12: Liability and Insurance............... .......-.21
Section 13: Force Majeure..... ..............23
Section 14: Several Obligations ....,......24
Section 15: Choice of Law....... ............?4
Segtion 16: Partial lnvalidity ..............24
Section 17: Waiver.. .,........24
Section 1'8: Governmental Jurisdiction and Auttrorizations............... .-......,..24
Section 19: Successors and Assigns .....25
Section 20: Entire Agreement. ...-........ ?5
Seaion 2l: Notices ,.........2.5
POWER PURCHASE AGREEMEM
fi{ls POWER.PTURCHASE AGREEMENT ("Agreemenf'), entered into this e-
day of \uI^- . 201t , is between L.ower Valley EuJrry, Inc., a Wyoming corporaiion @I
"Seller') Und pacinCorp, aD Oregon oorporation acting in its merchant frmction capacity
(BPecifiCorp'). Seller and PacifiCorp are refened to collectively as the (Parties' and
individually as a *PartyD.
RECTTALS
A. Seller owns, op€rates and maintains three run of river hydroelectric gorerating
facilifies for the gemeration of electic powtr, two located on Swifl Crcek, in or near the toum of
Afton, Lincoln County, Wyoming and one located on the existing arlinary water s)Etern for the
town of Afton, Lincoln County, Wpming. The upriver Swift Creek plant was completed in
May 2009 and has a Facility Capacity Rating of 94&kilowatts ftW) (the "Upper Facility').
The dowriver Swift Creek plant was completed in October 2009 and has a Facility Capaoty
Rating of 535 kW (the "Lower F'aciltty"). The third plant has a Facility Capacity Rating of 225
kW (the '€ulinary Facillty"); and
B. The Parties desire to e,nter into this Agreeurent to replace in its entirety the Second
Revised and Restated Power Purchase Agreeuremt dated May 6, 201I (the "PPA'), which
terminates on September l,2014; and
C- Seller intends to continue to deliver Net Output under tlris Agre€ment; and
D. Seller intends to continue to opffate Upper Facility, lower Pacility, and Culinry
Facility - each a s€,parate Qualifyrng Facility - as a single geoerating facility (mllectively the
"tr'acillty'), for purposee ofthis PPA; md
E. Seller estimates ttrat the avaage annual Net Output to be dolivered by the Facility
to PacifiCorp is 6,007,666 kilowatt-hotus (kWh) prusuant to the monthly Energy Delivery
Schedule in Exhibit D hereto, which amount of enerry PacifiCorp will include in irc resornce
planning; and ,gfr CO fil,F. Seller shall (ctr96se one) ts sefu[lNet Output to PacifiCorp and pgrchase its full
electric require,rne,nts from Pa'6.ifr€ot? El sell Net Output surplus to its needs at the Facility site to
PacifiCorp and purchase partial electic reguirematts senrice fiom PacifiCorp, in accordance
with tho terms and conditions of this Agreenraq and
G. Seller intends to transmit Net Output from the Facility to PacifiCorp via
tnnsruission facilities operated by a third prty, and PacifiCorp intends to accept sctreduled firm
delivery of Seller's Net Ouput, under the terms of this Agreement, including the Generation
Sdreduling Addcndum attached as Addendum W and incorporated cont€mporaneously
herewith.
H. This Agreeme,nt is a 'AIew QF Conkacf'under the PacifiCorp Inter-Jurisdictional
Cost Allocation Revised Protocol.
NOW, THEREFORE, the Parties mutually agree as follows:
SECTION 1: DEFINITIONS
Whsr used in this Agreement, the followingterms shall have thc followingmeanings:
I.l "Adjusted Scheduled Monthly Enerry Delivot'' shall have the meaning set
forth in Section 4.3.
1.2 "Agreement" means this Power Furchase Agreernent.
1.3 "As-bullt Supplemenf' shall mean the supplement to E$lblt A previously
provided by Seller and dacribing the Facility as actually builr
1.4 "BiUing Period" means thc time period between the reading of power prrchase
meters at the Facility an4 for this Agreerueng shall ooincide with caleirdar months.
l -5 '€rpacity Factor" meanq for any given period of time, the Net Otrtput divided by
the product of Facility Capacif Rating and the total hours in the giveo pedod of time.
1.6 "Commission" means the Idaho Pttblic Utilities Commission.
1.7 *Conforming Energ/' means all Net Energy delivered to the Point of Delivery
except Non-Corrforming EnergY.
1.8 '€onfornlng Energ5r Prlce" mcans the applicable price for Conforming Enogy
and capacity, qpecified in Section 5.1.
1.9 '€ontract Year" meaill a twelve (12) monfr period ommencing at 00:00 hours
Mountain Proraiting Time ("MPI') on Janury 1 aad cnding on 24:00 hours MPT on
December 31; provided, ltowever, that the first Contract Yoar shall comm€nco on the Effective
Date and end on the aext succeeding December 31, and the last Contract Year shall end on the
Expiration Date, unless earlier terrninated as provided hcrein.
1.10 'Effective Date" means Septenrber 2,2A14.
1.11 *Enetg5r Dellvery Schedulc" shall have the meaning set forth in Section 4.2 af
this Ageernent.
l,l2 "Expiratlon DatC' shall have the meaning set forth in Section 2.? of this
Ageernent.
I.I3 "Facilitf' means all of Seller's Upper Facility, lnwer Facility, and Culinary
Facility, unless otherwise noted, including the Sellcr's Interconnection Faeilities, as described in
the Recitals, Exhibft A, and Exhiblt B. "Facilityl**l", "Facility1lou,er)", and "Facilitylculimry;"
refer to the Upper Facility, Lower Facility, and Culinary Facility. individually. The term
'faciliry" without any such suffhx refers to the entire Facility unless the context requires
otherwise. Facilitylrr.4, Facilityrro*c; and Facilityl-1;*1y1 are desctibed separately in Exhtbtt A.
1.14 "Facility Capacity Rating" means tbe sum of the Nameplate Capacity Ratinp for
all generators comprising the Facility.
1.15 "Force MaJeure" has the meaning set forth in Section 13.1.
l.16 "F'orced Outage" means an outage that requires removal of one or mors generating
units from serrrice, another outage state or a reserve shutdown state before 0re end of the next
weekend. Maintenance Outages and Plamed Outages are not Forced Outages,
L.l7 "Genemdon Scheduling Addendum" means Addendum W, the portion of this
Agreement pmviding for the measur€mcnt, sctreduling, and delivery of Net Output from the
Facility to the Point of Delivery via a non-PacifiCorp tansmission entity(s).
1.18 "Crovernmental Aufhori$," means any supranational, federal, state or other
political subdivision thereof, having jurisdiction over Sello, PacifiCorp or this Agreement,
including any municipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or adminisbative functions of or pertaining to government,
including any corporation or other entity owued or conholled by any of tbe foregoing.
t.l9 "Inrdvertent Enerry" means €oergy delivered to the Point of Interconnectioqrl
(l) in orcess of the Maximrm Monthly Purchase Obligatiory or (2) at an average hourly rate
exceeding the Maximum Facility Delivery Ratq,l Inadvertent Encrgy is not included in Net
Ouput.
120 "Indet Price", for each day, shall mean the weigbted average of the average Peak
and Off-Peak firrn enerry market prices, as published in the Intercontinental Erclunge QCE)
Day Ahead Power Price Report for the Palo Verde Hub. For Srmday and NERC holidap, the
24-Horn Index Price shall be used, unless ICE shall publish a Firm On-Peak and Firm Off-Peak
Price for such days for Palo Verde in which event such indices shall be utilized for strch days. If
the ICE index or any replacerne,nt of that index ceases to be published drning the term of this
Agreernent, PacifiCoqp shall select as a replacemerrt a substantially equivalent indor that, after
any app'ropriate or necessary adjustnents, provides fte most reasonable zubstitute for the index
in question, PacifiCotp's selection shall be subject to Seller's consent, which Seller shall not
umeasonably withhold, condition or delay.
l -21 "Interconnected Utllity" means Lower Valley hory, Inc., the op€rator of the
eloctric utility syst€Nrl at the PoinB of Interconnection
1.22 *Interconnecfion Facillties" means all the facilities and ancillary equipment used
to int€rcotrnect the FaciIiP to the Interconnected Utility, including electrical transmission lines,
upslades, transformers, and associated cquipment, zubstations, rclay and swiiching equipment,
and safety oquipme,nt
1.23 "Licensed Professional Engineer" means a person acceptable to PacifiCorp in its
reasonable judgmetrt who is licensed Lo prastice engineering in the state of Wyoming, who has
taining and experience in the engineering disciplin{s) relevant to the matters with respect to
which nrch person is called to provide a certificationo evaluation and/or opinion. who has no
economic relationship, association, or nexus with the Seller, and who is not a representative of a
consulting engineer, contractor, designer or other individual involved in the dwelopment of the
Facility. or of a manufacturer or supplier of any equipment installed in the Facility. Such
Licensed Professional Engineer shall be licemsed in an appropriats engineering discipline for the
roquired certification being made. The €agagement and pa)4ment of a Licensed Professional
Engineer solely to prrovide the cettifications, evaluations and opinions required by 0ris
Agreement shall not constitute a prohibited economic relationship, association or nexus with the
Sella, so long as such engineer has no other economic relationship, association or nexus with the
Seller.
L,74 "Maintenence Outage" means any outage of one or morc generating units that is
not a ForEed Outage or a Plarmed Outage. A Maintenance Outage is an outage that can be
deferrcd until after the end of the nent weekend, but that requires that the generating unit(s) be
remorcd from service before the next Planned Outage. A Maintenance Outage may occu any
time during the year and must have a flexible start date.
1.25 '.lVlater{al Adverse Change" shall mean, with respect to the Seller, if the Seller,
in the reasonable opinion of PacifiCorp, has experienced a materid adverse change in ability to
fulfill its obliguions under this Agreemeot-
1.26 *Marimum Curtailed tr'acility Delivery Rate" or 'MCFDR" means the
ma:rimum instantaneous rate (kW) at which the Facility is capable of delivering Net Output at
the Poin(s) of Interconnection during a Quali$ing Curtailment. Where a Qualifying
Curtailment applies indistinguishably to both the 'Upper and Lower" Facility and to the
"Culina4yfl Facility, theMCFD&* shall equal the MCFDft.ntruE) + (MFpR,,AfO\arm.i.
1.27 'Maximum Fadlity Delivery R.rte" or 'MFDR" means the maximurn
instantaneous rate (kW) at which the Facility is capable of delivering Net Output at the Poin(s)
of lnterconnectioD, as qpecified in Exhibtt A, and in compliurce with the Facility's generation
interconnectioa agreeme,lrl if applicable
1.28 "Meximum Monthly Purchgse Obltgation" means the maximur amormt of
eoergy PacifiCorp is obligated to purchase under this Agreeineot in a calendar month. In
accordance with Comrrission Order 29632, the Maximun Monthly Purchase Obligation for the
Facility for a given month, in kWh, shall equal 10,m0 kW multiplied by the totat number of
hours in that month.
1,29 'Motive f,'orce Plu" shall have the meaning set for0r in Swtion 7 of this
Agreernent.
1.30 "Nameplate Capacity Ratlng" mear$ the maximurn instantaneous generding
capacit-v of any qualiffig small power or cogeneration gmcrating unit supplyng all or part of
the enogy sold by the Facility, expressed in MW, when operated consistent with the
manufactrer's recornmended power factor and operating pararneters, as set forth in tlre As-built
Sup,plement previously furnished by Seller.
l.3l "Net Energy" means the energy component, in kWh, of Net Output.
1.32 'Net OuQuf'means all energy and capacity produced by the Facility, less station
use and less transformation and transsrission Iosses and othcr adjustrnents, if any. For purposes
of caloilating payment under this AEeement, Net Output of arergy shall be the aurount of
energy flowing through the Points of Interconnection, less any station usc not provided by the
Facility. Net Ouput does not include Inadvertent Enerry.
1.33 'Nou-Conformtng Energa" means for any Billing Period: (l) that portion of Net
Energy delivered to the Point of Delivoy in excess of ||tr/o of the Scheduled Monthly Energy
Delivery for that Billing Period delivered zubsequently to that initial tL0%; or (2) all Net Encrgy
delivered to the Point of Delivery when Net Enerry delivered is less than 90% of the Scheduled
Monthly Energy Delivery for that Billing Period.
1.34 "Non-Conforming Energ5l Price" means the applicable price for Non-
Conforming Enerry and capacity, specified in Section 5.1.
1.35 "Ofi-Peak Hours" means all hours of the week that arc not On-Peak Hours.
1.36 "On-Peek H.ours" mean"s hours from 7:00 a-m. to I l:00 p.m. Mountain Prevailing
Time, Monday througtr Saturday, ancluding Western Electicity Coordinating Council (WECC)
and Nsrth American Electric Reliability Corporation (NERC) holidays.
1.37 "PaclfiCorp Transmission" means PacifiCorrp, an Oregon corporafion, acting in
its tansrrission filrction capaoity.
1.38 "Planned Outage" means an outage of predctermined duration that is scheduled in
Seller's Energy Delivery Schedule. Trutine overhauls or inspections art tlpical ptmned outages.
Maintenance Outages ard Forced Outages are not Planned Outages,
1.39 nPoint of Deliveryn means PacifiCorph 161 kV busbar at the Gostren Substuion,
Idatro the point of iaterconnection between Bonnwille Power Administration's system and
PacifiCorp's slstem where PacifiCorp has agreed to receive Sellet's Net Outpuu
l.4O *Point of Interconnectongo*"ry" rtreans the high voltage side of Seller's st€p-up
transformer at the point of interconnection between Seller's Facilityl5"-; and the Inte,rconnected
Utility's systfl.
1.41 *Potut of Interconnectton(crruy)" means the high voltage side of Seller's step-up
transformer at the point of interconnection betrveen Seller's Facilityl-6-rr and the
lnterconnected Utility's s)Btem.
1.42 '?olnt of fnterconnectionlro*4" means the high voltage side of Seller's stepup
tansformer at the point of interconnection between Seller's Facilityloepcrl and the Interconnected
Utility's system.
1.43 '?oinh of Interconnection" means, collectively, the Point of
Interconnectioo(rower). Point of lnterconnectioqupp6; and Point of lntenconnection(cutimry).
1.4 "Prime Rate" means the rate per aunun equal to the publicly announced prime
rate or rcference rate for commercial loans to large businesses in effect from time to time quoted
by JPMorgan Chase & Co. [f a JPMorgan Chase & Co. prime rate is not available, the
applicable Prime Rate shall be the announced prime rate or refcrencc rate for commercial loans
in effect from time to time quoted by a bank wi& $10 billion or mor€ in assets in New York
City, N.Y., selected by the Party to whom intoest bastd on the prime rate is being paid.
1.45 "Prudent Electrical Pr&ctices" rnearur -y oi the practices, methods and acts
€ngad in or approved by a significant portion of the dectrical utility industry or any of the
practices, methods or acts, whictt, in the cxercise of rcasonable judgment in the ligfut of the facts
known at the time a decision is made, could have been e>rpected to accomplish the desired result
at the lowest reasonable cost consistent with reliability, safety and expedition. Prudeirt Elecuical
Practices is not inte,nded to be limited to ttre optimum p'ractice, method or act to the exclusion of
all others, but radrer to be a spectrum of possible practices, methods or ac'ts.
1.46 "Quelifying Curtallment" shall havc the meaning set forth in Section 4.3.
1.47 "QF"'means "Qualifytng Facillgy'', as that tenn is defined in the version of FERC
Regulations (codified at l8 CFR Part292\ in effect on the date of this Agreement.
1.48 "Rephcement Perlod", n'Net Replacement Power CoBh", "Rephcement Price"
and "Replecement Volume" shall have the meanings set forth in Section 10.4 of ttris
A8reernent;
1.49 "Required F'aetl$ Documents" means all mateial liccrses, p€rmits,
authorizations, and agreements nec€ssary for construction, operation, and maintenurce of the
Facility, including without limiation those set forttt in Exhlbit C.
1.50 "Requirements of Laur" means any applicable and mandatory (but not merely
advisory) fbde,lul, state and local law, statute, regulation, ruIg code or ordinance enacted, adoptcd,
issued or prromulgated by any fedffal, state, local or other Governrnental Auftority or regulatory
body (including those pertaining to electical, btdlditrg, zoning eavilonme,ntal and occupational
safety and healBr reguirernorts).
I.5l 'Schduled Monftly Enerry Dellveryr'mcars the Net Energy scheduled to be
delivered to fte Point of Delivery during a given calendar month, as specified by Sello in the
Energy Delivery Schedule.
1.52 "Suboequent Energy Delivery Schedule" shall have the meaning set forth in
Sectio'n 4.1.
1.53 "Trrlff' means the PacifiCorp FERC Electric Tariff Seventh Revised Volume
No.t I Pro Forma Opar Access Transmission Tariff, as revised from time to time.
1.54 "Tranemission Agreement(s)" means the agreement(s) (or contemporaneous
agreernents) between Seller and the Transnitting Entity(s) providing for Seller's uninterruptible
right to Eansmit Net Output to the Point of Delivery.
t.55 .'TransmltXing Endty" means the Bonneville Power Administration" the (non-
PacifiCorp) operato(s) of the transmission system(s) betrveen the Points of lnterconnection and
the Point of Delivery, and any successors in interest.
SECTION 2: TERM. COMMERCIAL OPERATION I}ATE
2,1 This Agrecmerrt shall become effective upon the Effective Date; provided,
however, this Agreernent sttall in no event become effective until the Commission has
deternrined ttrat the prices to be paid for energ5l and capacity are just and reasonable, in the
public interes! ard that the costs incuned by PacifiCorp for purchases of capacity and cnergr
from Seller are legitimate o(penses, all of which the Commission will allow PacifiCorp to
reoover in rates in Idaho in the event other jurisdictions deny recov€ry of their proportionate
share ofsaid expenses.
2.2 Unless earlier terminated as provided herein, this Agreement shall remain in effect
until Septernbcr 30, 2016 ("Expiration Drte").
2.3 Sella has pmvided PacifiCorp with a copy of an exesutod Transrnission
Agreerrent(s), whose terms include: (l) reserved capacity equal to or greater than the Maximum
Facitity Delivery Rate of Seller's combined Facility, and (2) a terrnination date (including any
rollover rights) equal to or grcatc( than the Expiration Date of this Agrecrrcnt - and is othenpise
consist€nt with this Agreernent.
SECTION 3: REPRESENTATIONS AT{D WARRANTIES
3.1 PacifiCorp reprasents, @venants, and warrants to Seller that:
3.1.1 PacifiCorp is duly organized and validly existing under tlre laws of the
State of Oregon.
3.1.2 PacifiCorp has the requisite corpomte power and authority to €nt€,r into
this Agrecment and to perform according to the terms of this Agrecrne,nt.
3.1.3 PacifiCorp has takeo all oorporate actions required to be takqr by it to
authorize the execution, delivcrry and performance of this Agreement and the
consummation of the transactions conte,rrplated herieby.
3.1.4 Subject to Commission approval, the execution and dclivery of ttris
Agreem€nt does not contravene any provision of, or constitute a default under, any
indemture, mortgage, or ottrer material agreeure,nt 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 Agreoment is a valid and legally
binding obligation of PacifiCorp, errforceable against PacifiCorp in accordance with its
terrns (except as the errforceability of this Agreement may be limited by banknrptcy,
insolvency, bank moratorium or similar laws affecting creditors' rights generally and
laws restricting the availability of equitable remedies and except as the enforceability of
this Agreement may bc subject to general principles of equity, whether or not such
enforceability is considered in a proceeding at equity or in law).
3.2 Sdler represents, covenants, and warrants to PacifiCorp that:
3r,1 Seller is a Wyoming corporation duly organized and validly existing under
the laws of Wyoming.
3.2.2 Seller has the requisite power and authority to enter into this Agrcement
and to perform according to the terms hereof, including all required regulatory authority
to make wholesale sales from the Facility.
3.2.3 Seller's shareholders, directors, and officers have taken all actions required
to authorize the execution, delivery and performance of this Agreemeart and the
conzummation of the hansactions conternplated hereby.
3.2.4 The excantion and delivery of this Agreeruent does not contavene any
provision of, or constifute a default under, any indenturg mortgage, or other matcrial
agreoment 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 Scller,
eoforceable against Seller in accordance with its terms (except as the enforceability of
this Agreerremt may be limited by bankruptcy, insolvency, bank moratoriua or similar
laws affecting creditors' rights genoally and laws rastricting ttre availability of equitable
remedies and except as the emfotceability of this Agreement may be subject to general
principles of equity, whether or not such enforceabiltty is considened in a proceeding at
equity or in law).
3.2-6 The Facility is and shall for the term of 6is Agreeme,nt continue to be
thnee QFs. Seller has provided the appropriate QF certifrcation, which may inchdc a
Federal Energy Rcgulatory Commission self-certification to PacifiCorp pnor to
PacifiCorp's exesution of this Agreement. At any time PacifiCorp hEs reason to believe
during tlre ternr. of this Agreemeirt that Seller's status as a QF is in question, PacifiCorp
may require Seller to provide PacifiCorp with a written tegal opinion from an attomey in
good standing in the state of Idaho and who has no economic relationship, association or
nexus witlr the Seller or the Facility, stating that the Facili$ is a QF and providing
zufficient proof (including copies of all dostments and data as PacifiCorp may r€quest)
dernonstrating that Seller has maintained and will continup to maintain the Pacility as a
QF.
3.2.7 All information about &e Facility set forth in Exhibit A and Exhibit B ha-s
been verified by Seller and is true and Eccurate.
3.2.8 Sello is not in defauh under the Transrnission Agreement(s), applicable
interconnection agreernents or any other agreanent related to this Agtecment, and is
current on all of its financial obligations under such agreements.
3.2.9 Neither the Seller nor any of its principal equity owners is or has within
the past two (2) years been the debtor in any bankruptoy proceeding, is unable to pay its
bills in the ordinary course of its business, or is the subject of any legal or regulatory
adion, the result of which could reasonably be expected to impair Seller's ability to own
and operate the Facility in accordance with the terms of this Agrcement.
3.2-10 Scllerhas not at any time defaulted in any of its payment obligationsfor
electicity purthased from PacifiCorp.
3.2.11 Seller is not in default under any of its othcr agreements and is curr€nt on
all of its financial obligations.
3.2.12 In eotaing into this Agreememt and the undertaking by Seller of the
obligations sct forth herein, Seller has investigated and detemined that it is capable of
performing hereunder and has not relied upon the advicc, cxperiearce or expertise of
PacifiCorp in connection with the transactions conternplated by this Agreeme,nt.
3.2.13 Seller owns, and will continue to own for the term of this Agreement, all
required rights, title and intercsts in and to the Facility, free and clear of all liens and
eocunbrances otlrer than lie,ns and encumbrmces related to third-party financing of the
Facility. Any Seller leases, licenscs or othcr grurts of rights in real prop€rty required for
the operation of thc Facility have terms throu$r the Expiration Date of this Agreement
and Seller is not in material breadr of any terns of such leases or other rights in real
property for the Facility or Premise.
3.3 Notice. If at any time during this Agreanent any Party obtains actual knowledge
of any event or information which would have caused any of tlre representations and warranties
in this Section 3 to have been materially untr"rc or misleading when made, such Party shall
provide the other Party with written notice of the svsfi or infonnatioq the representatioos and
warranties affected, and the action, if any, which such Party intends to take to make ttre
repnesentations and warrantics tue and correct. The noticc required purcuant to this Section
shall be given as soon as practicable after the occurencc of each such went.
SECTION 4: DELTVERY OE.ENERGY AND CAPACIIY
4.1 Delivery qnd Acceptance of Net Outout. Unless otherwise provided herein,
PacifiCorp will puchase and Seller will sell all of the Net Output frorn thc Facility. Sellcr strall
not sell any Net Output from the Facility to any parly other than PacifiCorp.
4.2 Energv Delivery Schedule. Seller shalt prepare and provide to PacifiC,orp, on an
ongoing basis, a written schedule of Net Energy expected to be delivered to the Point of Deiivery
by the Facility ("Enerp'Delivery Schedule"), in accordance witlr the following:
4.2,1 Culiparv Scheduled Mon&lv Enerqv Dglive(v. The Schduled Moilhly
Enerry Delivcry (and related adjustncnts and calculations) for the Culinary Facility shall
be sc,paratc fiom the Schcduled Monthly Energy Dclivery for the combined Up?er
Facility and l,ower Facility.
10
Month Cullnarv f,'ecilttv Enemn, Deliverr
6MED.ar".-) kWh
January 82,W2
Fe.bn:ary 65,859
March 63,006
April 50,?2O
May 115251
Junc 148,214
July 163,U5
August 138,978
Septer$er I I1,450
October 108,544
Novcarrbcr 98,652
Dcccmbcr 93,545
4.2.2 UprpFr and Inwer Scheduled Monthlv Encrrv Delivery. The Scheduled
Monthly Energy Delivery for tlre combincd Uppo Facility and [,ower Facility is as
follows:
Month
Jaruary
February
Marsh
April
May
Jture
JulY
Augnst
Septembcr
October
NovErnber
December
Uooer Frdlitv
Enerrry Dcliverv (k\Yh\
127,588
102,451
I15,425
I 94,750
345,845
546,866
539,905
412,450
274,580
256,245
179,562
155,632
Lower tr'edlitvEnerqv
DeHrruv &Wh)
54,235
47,552
59,825
86,520
187,699
301,939
291,02?
145,365
I 13,480
85,623
76,799
68,452
F dlitvEner$,Dclivera
(SMED-'*.",ur"*IE$fh
t 81,823
I50,303
175,250
271,270
533.54
g4g,g05
g?3,924
557,915
398,060
34r,868
255,361
?24,084
ll
4.2.3 Begindng at the end of the ninth full calendar month of operatiorl
and at the end of every 3rd month thereafter, Seller shall supplernent the Energy Delivery
Sctredute with three additional montbs of forward estimates (which shall be appended to
this Agreem€nt as Exhibit D) (Subsequent Enerry Delivery Schedule"), such that the
Energy Delivery Schedule will provide at least six months of scheduled en€rgy estimates
d all times. Seller shall provide Subsequeot E rcrg Delivery Schedules no later than
5:00 PM MPT of the 5th day after the due date. If Seller does not provide a Strbsequeirt
Energy Delivery Schedule by the above deadline, soheduld sorr:ry for the omitted
pcriod shall equal the amounts scheduled by Seller for the same three-month period
during the prwious year.
4.2.4 Beginning with the end of the third montl of operation, Seller may
no longer revise the immediate nort three months of previously provided Enag5r
Delivcry Schedule. Seller may, by written notice given to PacifiCorp no later than 5:00
PM of ttre 5th day followiqg the end of the previous month, revise all other previously
provided Energy Dclivery Schedules for periods bercnd three months. Failure to provide
timely written notioe of changed amounts will be deerred to be an elrction ofno change.
4.3 Adjushent of E{rerqv Deliverv Schedule. lf PacifiCorp is orcusod from accepting
all or part of Seller's Net Outpuf due to the occurrence of cirornstances specified in Scction 6.2
an( or if Seller is excused fiom delivery due to the occurremce of circtrmstances specified in
Section 6.73, or due to a oombindion thereof ('Quallfying Curteilmeuf') the Scheduled
Monthly Enerry Delivery for the Facility(ies) zubject to such Qualifuing Curtailment (Scheduled
Mouthly Enagy Deliverylur*,rdroner) or Scheduled Monthly Energy Deliverylcrrngylor botr) will
be adjusted pro rata ( Adiusted Scheduled Monthly Energr llelivenf). The Adjusted
Scheduted Monthly Energy Delivery shall be cal$lated as follows:
(
sMED(dr)= sMED*r*l r -f|,&* Dt.;D.Rt'I\ f\ r/, DRn ))
Where:
SMED61 Scheduled Monthly Energy Delivery for the month in which tlre
curtailment occlrs, wherc "(x|' connotes "Uppo and Lower
Facility" or'€ulinary Facility'' or'both"
Adjus{od Scheduled Monthly Energy Deliveryrxr for the rnonth in
which cutailmcnt occurs
total hours of the Qualifying Curtailment in the month zubject of
this calculation
total hours in the rnontlr in which curtailment occurs
the Ma,ximum C\xtailed Facility Delivery Ratqrl
the Maximum Facility Deliwry Ratqyl
a Qualifying Curtailment affecting Facilitylrl
ttre number of Qualifying curtailmslts in the month affecting
Facilityl,l
SMED(adj) =
Hci
HI
DRci
DRm
i
n
t2
the Facility subject to the Qualifuing Curtailmeirt: either "Uppo
and Lower" or "Culinart''
Where Qualifying Curtailments overlap, each distinct period of overlap shall be
calculated as a separate Qualifyng Curtailment such that no hour within a month
may figure into more than one @alifftng Curtailmcot.
4.4 Ternrination for Non-availabilit)'. Unless excused by an et/ent of Force Majcue,
Seller's faihne to delivo any Net Energy to the Point of Delivery for a sontinuous period of
three mon6s strall constiturc an event of default
SECTION 5: PURCIIASE PRICES
5.1 Energy Purchase Pricc. Exccpt as provided in Section 5.3, PacifiCorp will pay
Seller nonJevelize4 Conforming Energy or Non-Conforming Energr Purchase Prices for
capacity and energy calculated using separatcly apptcable rates for 'tJpper and lower" and
"Culinaryl' Facility and adjusted for seasonality and OrbPea*/Oft-Peak Hours usiag the
following formulae, in ascordance with Commission Ordcr 30480 and Errata to Order 30480:
Conforming Energy Purchase Price = ARo * MPM
Non-Confomring Energy Purchase Price = An amount cqual to the lower of [ARcc *
MPMI orPV-85
Where:
the Conforming Enerry Annual Rate for the year of the Net Output. The
applicable rates for Net Output from the Upper Facility, lower Facility
and Culinary Facility are in Table I below;
the monthly On-Peak or OftPeak muttiplier &om Table 2 belovr, trat
corresponds to the month of the Net Output and whether the Nc Output
occurned duing On-Peak Hours or OSPeak Hours.
85% of themonthly weighted average of thedaily Index Price.
Example calculations are provided in Exhtbit G,
Table l- Conforming Energ'Annual Retes for Upper Facility, Lower Fecility end
Culinrry Faclltty
Year
Conforming Energy
Annual Ratg Upper,
Lolver, and Culinary
(AR*)
s/Ivrwh
20t4 55.21
2015 56.89
2016 52.17
A&" =
MPM =
PV-85 :
l3
Table 2: Monthly On-Peak/Off-Pe8k Multiplters
Month On-Perk
Hourr
Ofi-Peek
IIours
Januarv l03o/o 94o/o
Fcbruarv 105o/"97o/o
March 95o/o 80o/o
April 95o/o 760/o
Mav 92Yo 63%
Jtme 94Yo 65%
Julv 72lo/o 92o/o
Aucusl lZLo/o t06%
Septc,nrber lO9o/a 99o/o
October l75o/o l05o/o
Novcrnbcr Ll0o/o 96Yo
Dcceraber L29o/o l20o/"
5.2 Payaent
For the Billing Period in each Contact Year:
52.1 If Net Encrgy delivered to the Point of Delivery is between 9fflo and
I 10% of &e Scheduled Monthly Energy Delivery, theo:
Palment = Conforming Enerry GVft) times C.onforming Encrgy Prnchase Price
($/hdWh) divided by 1000.
5.2.2 If Net Enerry delivered to the Point of Delivery is less 0ran 90% of
thc Scheduled Monthly Encrgy Delivery, tben:
Payment = Non-Conforming Enerry &!Vh) times Non-Conforming Energy
Purr*rose Price ($[vtWh) dividcd by I000.
5.2.3 tf Na Energy delivered to the Point of Delivery is greater than I l0%
of the Sohoduled Monthly Energy Delivery, then:
' Paym€nt = Conforming Encg (klt/tr) times Conformiog En€,rgy Purchase Price
($M\I/h) divided by 1000 plus Non-Conforming (k!Vh) times Non-
Conforming Enerry hnchase Price ($ilvI![h) dividd by 1000.
5.3 InadvertSErt Enerp. PacifiCorp may accept lnadvertent Energy at its sole
discretioq but will not prrrchase orpay for Inadvertent Encrgy.
SECTION 6: OPERATION AND CONTROL
6.1 Seller has prwiously provided the As-Built Supplement, which is incorporated
into this Agreement by reference. Seller shall opcrate and maintain the Facility in a safe manner
in accordance with this Agreement, the Facility's generation interconnection agreement, if
applicable, Transrnission Agreernerrt(s). Prudent Elecrical Practices and in accordance with the
t4
Requirements of Law and the National Electric Safety Code as such laws and code may be
amended tom time to time. PacifiCorp shall have ttre right to inspect the Facility to confirm that
Seller is operating the Facility in accordance with the provisions of this Section 6 upon
reasonable notice to Seller. Seller is solely responsible for the operation and maintenance of the
Facility. PacifiCorp shall not, by reason of its decision to inspect or not to inspect the Facility. or
by any action or inaction taken with respect to any zuch inspection, assume or be held
responsible for any liability or occurr€oce arising from the operation and maintenance by Seller
of the Facility.
6.2 PacifiCorp shall not be obligated to purchase, reccive, pay for, or pay any damages
associated with Net Ouput (and from receiving lnadvertent Energy) if such Net Output (or
Inadvertent Enerry) is not delivered to the Point of Delivery due to any of ttre following: (a) the
interconnections betruee,n the Facility and the Transnitting Entity's system are disconnected,
suspended or interrupted, in whole or in part, tbe Transmission Agre€ment(s) are terrninated,
sgspended or interrupted" or the Transmitting Entity curtails services to the Point of Delivery, (b)
PacifiCorp T'ransmissioa directs a general curtaitment, reduction, or redispatch of generatiop in
the area (which would include ttre Net Outpu$ for any reason (even if such ctrtailmer$ or
redispatch directive is caried out by PacifiCorp, whictt may fulfill such directive by acting in its
sole discretion) or if PacifiCorp curtails or otherrrise reduces the Net Output in order to meet its
obligations to the PacifiCorp Transmission to operate within system limitations, or (c) an went of
Force Majeure prev€mts either Party from delivering or rcceiving Net Output
6.3 Sdler shall reasonably determine the MWh amount of Net Output ertailed
pur$rant to Section 6.2 after the fact based on the amount of energy that could have been
gare,rated at the Facility and ddivered to PacifiCorp as Net Ortput but that was not generated and
delivered because of tlre curtailmeut. Seller shall promptly provide PacifiCorp with access to
such information and dau as PacifiCorp may reasonably require to confirm to its reasonable
satisfaction the amornt of enerry that was not generated or deliverod because of a curtaiknent
described in this Section 6.2 and to perform and confirm the calculations described in Section 4.3.
6.3.1 {Jpon tcrmination of each curtailment, each Party having knowledge ofthe
curtailment shall ban"smit to the other Puty, wittritt ten (10) business dap, a writtcn
staternent docunrenting the cause of qrrtailment, the time surtailnent commenced, the
amount of curtailment during each hour of the curtailment period, and the time
curtailment ended.
6.3.2 At the end of each Billing Period, Seller shall calculate tlre curtailed
mergy, including the Maximrmr Curtaild Facility Delivery Rate, for each cutailment
during that Billing Pcriod and transurit a nnnmary statement of such calorlation to
PacifiCorp prior to the end of the next month. Seller shall attest to the accuracy of its
calculation of curtailed enerry.
6.4 Seller acknowledges thst PacifiCorp, acting in its merchant capacity function as
purchaser under this Agreement, has no responsibility for or contol over PacifiCorp
Transmission or any $rccessor transmission provider or network service provider and that
interaction between PacifiCorp and PacifiCorp Transmission are at arms' length pursuant to the
Tariffand FERC Ordo No. 888 and related regulation.
t5
6.5 At least ninety (90) days before the fust day of each calendar quarter, Seller shall
provide PacifiCorp with written notice of the Facility's planned Net Output ganeration schedule
('schedule') for that calendar quarter. At least ten (10) days before the beginning of eacb month,
Seller shall notif, PacifiCorp in writing of any changes or updates to the Schedule for that month.
At or before 0730 MPT on the daybefore a given day of delivery, Seller shall notify PacifiCorp's
generation coordinator deslq by telephoning 503-813-6090 or sending a facsimile to 503-813-
6265, of any changes to the Sdtcdule for the delivery day. Seller shall nofify PacifiCorp's
generation coordinator desk no later than two hours following the oommencffirent of an event of
Force Majare, unscheduled outage or unscheduled derate, of the otpected duration of any such
event. The Schedule made pursuant to this Section 6.5 is indepcndent of and does not alter the
Enerry Delivery Sctredule.
6.6 Under no circumstaoces will the Seller deliver Net Output and/or Inadvertent
Enerry from the Facility to the Point of Delivery in an amormt that exceeds the Maximunr
Facility Delivery Rate, except as provided in Addendum W. Seller's failure to limit deliveries to
the Maximum Faciliry Delivery Rate shall be a material breach of this Agrocmant.
6.7 Outages.
6.7.1 Bxcept as o&envise provided hereia, Seller shell not schedule a Planned
Outage during any portion of the months of Decsmber, January, July, and August, except
to the extemt a Planned Outage is reasonably required to avoid an adverse impact on the
Facility. Seller shall, in accordance with Exhlblt D, provide PacifiCorp with an amual
forecast of Planned Outages for each Contraa Year at least one (l) moath, but no more
thaa three (3) months, before the first day of that Contract Year, urd s$ll promptly
update suclr schedule, or oth€rs,ise change it only, to the extent that Seller is reasonably
required to change it in order to comply with Prudent Electrical Practices. Seller strall not
schedule more than one hundred fifty (150) hours of Planned Outages for each calendar
year.
6-7.2 If Seller reasonably determines that it is necessary to schodule a
Mainte,lrance Outage, Seller shall noti$ PacifiCorp of the proposed Maintenance Oubge
as soon as practicable but in my event at least five (5) business days before tho outage
begins (or such shortcr period to which PacifiCorp uray reasonably consent in light of
then existing conditions). Upon such notice, tlre Parties shall plan the Maintmance
Outage to mutually accommodate the reasonable requirememts of Seller and the service
obligations of PacifiCorp. Seller shall take all reasonable measures and use best efforts
consistent with Prudent Elecrical Practices to not schedule any Mainte,nance Outage
duriag the following periods: June 15 through June 30, Jttiy, Augusg and September I
through September 15. Seller str,all include in such notice of a proposed Mainteirance
Outage the expected surt date and tirne 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 rmder this Section 6.7.2 orally' Seller shall confirm
any suctr oral notification in writing as soon as practicable. PacifiCorp shall promptly
respond to such notice and may request reasonable modifications in the schedule for the
outage. Seller shall use all reasonable efforts to comply with PacifiCorp's request to
modify the sctredule for a Maintenance Outage if such modification has no substantial
l6
impact on Sdler. Seller shall notifr PacifiCorp of any subsequent c]ranges in generation
capacity of flre Facility during such Maintenance Outage and any changes in the
Maintenance Outage completion date and time. Seller shall take all reasonable measnes
and exercise its best efforts consistqrt with Prudent Electrioal Pragtie,es to minimize the
frequency and duration of Mainte,nance Outages.
6.7.3 Seller shall promptly provide to PacifiCorp an oral report, via telephone to
a nrmrber specified by PacifiCorp, of any Forced Outage of the Facility. If the Forced
Outage is not caused by neglecl direpair or lack of adequate prwentuive maintenance,
Seller may ternporarily suspend deliveries ofNet Output after providing the repod. Such
r@rt shall include the arnount of generation capacity of the Facility tlrat will not be
available bcause of the Forcod Outage and the er(pectod retum date and time of such
generation capacity. Sellcr shall profirptly updatc the report as necessary to advise
PacifiCorp of changcd circumstances. If the Forced Outage resultod in more than t59'o of
tfue Facility Capacity Rating of the Facitity bcing unavailable, Sellet shall confirm the
oral report in udting as soon as practicable. Seller slrall take all reasonable measures and
exercise its best efforts consiste,nt with Prudent Electri.cal Practices to avoid Forced
Outages and to minimize their duration.
6.7.4 Without limiting other notice rcquiremants, Seller shall notifo PacifiCorp,
via telephone to a nufirber specified by PacifiCorp, of any limitation, restriction, derating
or outagp known to Seller that afrects the ganeration cqacity of the Facility in an arnount
$@tq than five percerrt (5%) of the Facility Capacity Rating for the following day.
Seller shall promptly update strch notice to reflect any matoial changes to the
information in suctr noticc,
6.8 Seller strall include Planned Outages and Mainhnamce Ortages that Seller
rcasonably expects to encormter in the ordinary course of operating the Facility into the
Soheduled Monthly Energy Delivery amormts in the Energy Delivery Schedule prepared in
accordance with Exhtbit D.
6.9 Upon reasonablc prior notice and subject to the prudent safety reguirements of
Seller, and Requireme,rts of Law relating to workplace health and safcty, Seller shall provide
PacifiCorp and its authorized ag€ots, employees and inspectots ('PeclllCorp Representadves')
with reasonable a@ess to the Fscilitf (a) for the purposc of reading or testing metaing
equipmenl (b) as necessary to witress any accc,ptance t€sts, and (c) for other reasonable purposes
at the reasonable request of PacifiCorp.
SECTION 7: MOII\zE F'0RCE
Prior to the Eftctive Date of this Agreement, Seller provided to PacifiC-orp an engincering
teport for Seller's Facility derronstrating to PacifiCorp's reasonable satisfaction: (l) the
feasibility that thc combined Net Energy delivery of the Upper Facility the lower Facility and
the Culinary Facility will equal or exceed 6,007,666 kWh in each firll calendar year for the full
terrr of this Agreement; and (2) the likelihood that the Facility, rmder average design conditions.
will generate at no more than I0 aMW in any calendar month ("Motive Force PIan") acceptable
to PacifiCorp in its reasonable discretion and attachcd hereto as Exhibit F-1, together with a
17
certification from a Licensed Professional Engineer attached hereto as Exhibit F-2, certifuing to
PacifiCorp that the Facility can reasoaably be expectcd to perform as predicted in the Motive
Force Plan for the duration of this Agreement.
SECTION 8: METERF{GAT TI# POINT OFINTERCONNECTI9N
8.1 Metering shall be pcrformed at ttre location and in I manner consisteirt wi0t this
Agreement, as specified in Exhtblt B. Sella shall provide to PacifiCorp metered Facility Net
Output in hourly incrernents, and any otlrer enerry measureme,nts rcguired to administer this
Agreement. lf the Transmitting Entity(s) requires Sdler to telemeter datq PacifiCorp shall be
entitled to receive the same data Seller provides to the Traasmitting Entity, if suctr data is useful
to PacifiCorp's administration of this Agreernent. Seller's metered output shall be adjusted to
acoount for electrical losses. if any. betweear tho point of meteringrl and the Point of
Interconnectioqrl ('iAdjusted Metered Output"). The loss adjustnent shall be 2% of the kWh
en€rgy production recorded on the Facility output meter until actually measured and confirmed
in letter agreernent betrveen the Parties. Subject to other povisions applicable to Net Output in
this Agreernent (e.g., disallowancc of lnadvertent Energy), PacifiCorp strall subtract Seller's
station service load from Seller's adjusted mctered output to determine Net Output.
8.2 Seller shall pay for the installation, testing and maintenance of any metaing
required by Section 8.i, and shall ptovide rcasonable access to such meters. PacifiCorp shall
have reasonable access to inspection, testing, repair and replacerrent of the metering equipmerrt.
If any of the inspections or tests discloses I measurefiient eror exceeding two percent (2%),
either fast or slow, proper correction, based upon the inaccuracy found, shall be made of
previous readings for the achral period duing which the m*ering equipment reodered inaccuratc
measurstrlemE. Any correction in billings or palmeots rcsulting from a correction in the meter
records shall be madc iir the next monthly billing or payment redered following the repair of the
met€tr, or during the shortest reasonable period.
SECTION 9: BILLINC'S. COMPUTATIO]-YS AND PAYMENTS
9.1 On or before the thirtieth (30th) day following the end of each Billing Period,
PacifiCorp strall send to Seller pa,rrneat for Selleds deliveries of Net Ouput to PacifiCorp,
togatrer with computations supporting such payrnent. PacifiCorp may offset any such payment
to reflegt amounts owing from Seller to PacifiCorp ptr$I8nt to this Agreernent ard any other
agreemen(s) betweeo the Parties.
9.2 Any amounts owing after the due date thereof shall bear interest at the Pdme Rate
plus two p€rc€nt QYA fuwnthe date due until ptiid; providd., however,that the interest rate shall
at no time exceed themarimum rate allowed by applicable law.
SECTION I(): DEFAULTS AITID REMEDIES
l0.l The following evenls shall constitute defaults under ttris Agreemrent:
l8
lg.t.l Seller's failure to make a payment when due under this Agrearent,
or maintain insurance in conformance with the rquirernents of Section l2 of this
Agreenrent, if the failure is not cured within ten (10) days after PacifiCorp gives Seller a
notice of thc default.
10.1.2 Breach by a Party of a representation or wanranty set forttr in this
Agreement, if zuch faitrne or breach is not qred within thirty (30) days following writtat
noticc by the non-defaulting Pary.
10.1.3 Seller's failure to cure any default under any commercial or
financing agreernents or instrument (including the Facility's generation interconnection
agreernents or Transmission Agrecmeirt(s)) within the time allowed for a cure under such
agrecrnent or instnrnent.
10.1.4 A Party (a) makes an assignment for the benefit of its creditom; (b)
files a petition or otherrryise oorrrmences, authorizes or acquiesces in the commencement
of a proceeding or carue of action under any bankruptcy or similar law for the protection
of creditors, or has such a petition filed against it and such paition is not withdrawn or
disrnissed within sixty (60) days aftor such filing: (c) becomes insolvent; or (d) is unable
to pay its d&ts when due.
10.1.5 A Mataial Adverse Ctange has occurred with respec{ to Sella and
Seller fails to provide zuch performance assuran@,s as are reasonably roquestcd by
PacifiCorp, witbin fifteen (15) days frorn the date of such rcqu€sl
10.1.6 A Party othawise fails to perform any material obligation imposed
upon that Prty by this Agrecment if the failtne is not ctned within thirty (30) dap afto
the non-defaulting Party gives the defaulting Party notice of the default; provided.
how€ver, that, upon written notice fiom the defaulting Prty, this thirty (30) day period
shall be extended by an additional ninety (90) days if (a) the faihne camot reasonably be
crned within the thirty (30) day period despite diligmt efforts, (b) the default is capable
of being cured within the additional ninety (90) day perio4 and (c) the defaulting Party
96mmcnces the cure within the original thirty (30) day paiod and is at all times thereafter
diligently and continuously proceeding to cure the failure.
10.2 tn the event of any default hereunder, the non-defaulting Party must notifu the
defaulting Party in writing of the circumstances indicating the default and outlining the
requirwnents to cure the default. If the default has not been curod within the presrribed timq
abovq Sre nondefaulting Party may terminate this Agreement at its sole disqetion by delivaing
unitten notice to the other Party and may pulsue any and all legal or equitable remedies provided
by law or purzuant to this Agreement. The righe provided in this Section l0 are cumulative such
thet the exercise of one or more rights shall not constitute a waiver of any other rights.
10.3 In ttre event this Agreement is terminated because of Seller's default and Seller
wishe to again sell Net Otrtput from the facility using the same motive force to PacifiCorp
follou'ing such tennination, PacifiCorp in its sole discretion may require that Seller do so subject
to the ternrs of this Agreement, including but not limited to the purchase prices as set fortb in
19
(Scction 5), until the Expiration Date (as set forth in Section 2.1)- At such time Seller and
PacifiCorp agrce to execute a writen docurre,nt ratifuing the terms of this Agreement.
10.4 If this Ageement is terminated as a result of Seller's default, Seller shall pay
PacifiC;orp for the energy and associated capacity that Seller was scheduled to provide for a
period of twelve (12) months (?eplacement Perlod") from the date of termination plus the
estimated administative cost to acquire the replacement power (*Net Rephcement Power
Costs"). Net Replacement Power Costs equals the sum of (l) the Replaceineot Price for
Facilityt**, tourcrand cutinrry) times the Replacement Volume for Facilitylupper.towcrardclliruryl for each
day of the Rqlacerncnt Period; and (2) the e*imated administative cost to the utility to acquire
replaceme,nt power.
Where:
"Replacemeut Prlce' equals the positive differe,nce, if any, of the Index Price minus the
weiglrted average of the On-Peak and Off-Peak Conforming Energr hices; and
"Replacement Volume" equals ttre applicable Sdroduled Monthly Energy Delivery
divided by the numbcr of days in thatmouth.
10,5 Upon an event of default or termination event resulting from default under this
Agreerneirt, in additiou to and not in Iimitation of any other right or remedy rrnder this
Agreement or applicable law (including any right to set-ofl counterclaim, or otherwise withlrold
payment), the non-defaulting Party may at its optioa set-ofi against my unounts owed to the
defaulting Party, any amounts owed by the defaulting Party under any contract(s) or
agreemerrt(s) between the Parties. The obligations of the Parties shall be deerned satisfied and
discharged to the extent of any such set-off The nondefaulting Party shall give the defaulting
Party written notice of arry set-ofi, but failure to give such noticc shall not affect the validity of
the set-off.
10-6 Amounts owed by Sello pursuant to this paragaph shall be due within five (5)
business dap after any invoice &om PacifiCorp for the same.
SECTION 11: INDEMNIFICATION
11.1 Indemnities.
ll.1,I Indemniry bv SeUq. Sells shall release, inde,lnnifu and hold
harmless PacifiCorp, its directors, of6cers, agents, and representatives against and fiom
any and all loss, fines, penalties, claimg actions or suits, including costs amd 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 ruder this Agreernent to and at the Point of
Delivery. (b) any facilities on Seller's side of the Point of Delivery, (c) Seller's opoation
and/or maintenance of the Facility, or (d) arising from this Agreement" including without
lirnitation any loss, claim, action or suit. for or on account of injury, bodily or othenrrise,
to, or death of, peruorrs, or for damage to, or deshuction or economic loss of property
belonging to PacifiCorp. Seller or others" excepting only such loss, claim, action or suit
20
as may be caused solely by the fault or gross negligence of PacifiCorp, its directors,
offi cerso employees, agerrts or representatives.
11.1.2 Indemnity b], PacifiCom. PacifiCorp shall rcleasq indernnify and
hold harmless Seller, its directors, officers, agents, Lenders and representatives against
and from any and all loss, fines, pcnalties, claims, actions or suits, including costs and
attomey's fees, both at trial and on appeal, resulting fiom, or arising out of or in any way
connected with the en€rgy delivered by Seller under this Agreement after the Point of
Delivery, including without limitation any loss, claim, action or suit, for or on account of
injury, bodily or otherurise, to. or death of, personq or for damagc 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, officers, employees,
4gmb, Lemders or represantatives.
ll.2 No Dedicatio{r. Nothing in this Ageenrent shall be consmed to create any duty
to, any standard of care with refsrsnce to, or any liability to any p€rson not a Party to this
Agreernent No undertaking by one Party to the other under any provision of this Agreernent
shall constitute the dedication of that Party's s)4stem or any portion &ereof to the other Party or
to the public, nor affect the status of PaoifiCorp as an independent public utility corporation or
Seller as an inde,pendent individual or entity.
11.3 CpNSEOUENTTAL DAMAGES. D(CEPT TO THE EXTENT SUCH
DAMAGES ARE INCLUDED IN THE LIQUIDATED DAN,IAGES, DEI.AY DAMAGES, OR
OTHER SPECIFIED MEASURE OF DAMAGES DORESSLY PROVIDED FOR IN THTS
AGREEMENT, NEITHER PARTY SHALL BE LTABI."E TO THE OTHER PARTY FOR
SPECI.AL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMACES,
WHETHER SUCH DAIVIAGES ARE ALI,OWED OR PROVIDED BY CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT Li.ABILITY, STATUTE OR OTHERUITSE.
SECTION 12: LIABILITY AND INSURAT.ICE
l2.l Without limiting any liabilities or any otho obligations of Seller under this
Agreenrent, Seller shall seo:re and continuously carry with an insrance company or companies
rated not lower than "A-A/[I" by the A,M. Best Company the insurance ooverage specified
below:
l2.l.l Workers' Compensation. Seller slrall comply with all applicable
Requirernents of Law.
12.1 -2 Ernplovers' Liabil i(v. Seller shaU maintain ernployers' tiability insurance
with minimum limits covering bodily injury for: $500,000 - eactr accident, $500,000 by
disease - each employe, and $500,000 by disease - policy limit.
12.1.3 gommercial Ceneral Liabilitv. Sclter shall maintain insurance to include
premises and operations, contractual liability, with a minimum single limit of
S1,000.000 each occurrence to protect against and from loss by reason of injur-v to
7t
persons or damage to propaty based upon and arising out of tbe activity under this
Agreememt.
12.1.4 Business Automobile Liabiliw. Seller shall secure and coatinuousty carry
business automobile liability insurance with a minimum single limit of $1,000,000 each
ae,cident covering bodily injury and property damage with rcspect to Seller's vehicles
whethcr owned, hired or non'owned.
12.1.5 Umbr.e[B/Errcess Liability. Seller shall maintain rmbrella or excess
liability insurance on an occurrence and followingform basis with a minimum limits as
follows:
(a) Facility Capacity Rating under200 KW - $1,000,000
(b) Facility Capacity Rating at or above 200 KW - $5,000,000
12.1.6 Proocrty Insurance. Seller shall maintain property insurance covering
equipment and stuctrrres in an amount at least equal to the full replacemcnt value foruall risks' of phpical Ioss or damage, including coverage for earth movement, flood,
boiler and machinery, and brsiness inteiruption. The policy may contain scparate sub-
limib and deductibles zubject to insurance company undenrrriting guidelines. Pmperty
insurance will be maintained in accordance with terrns available in the insurance
martet for similar facilities.
12.2 Except for workers' compensation and property insurance, the policies required
herein shall incltdeprovisions m endorsqne, ts as follows:
12.2.1 naming PacifiCorp, paren! divisions, officers, directors and employees
as additional insneds;
122,2 include provisions that suclr insurane is prirnary insurance with respect
to the interests of PacifiCory and that any ottrer insrrance maintained by PacifiCorp is
excess and not contributory in$rance with the insurance required herarnder, and
12.2.3 cmss liability coverage or severability of intenest.
12.2.4 Unless prohibited by applicable Requirements of law, all required
insurance policies shall contain provisions that the insurer will have no right of
rccovery or subrogation against PacifiCorp.
12.3 Prior to connection of the Facility to PacifiCorp's electic syatcm, or another
utility's electric systern if delivery to PacifiCorp is to be accomplished by wheeling, Seller shall
secure and continuously carry insurancc in compliance with the requirements of this Section.
Seller shall provide PacifiCorp insurance certificate(s) confirming Seller's compliance wi& the
insurance requirernants hereunder. Insururce certificate confinning compliance shall be
pmvided to PacifiCorp by Seller at least annually and each time a new insurance policy is issued
or becomes effective.
22
12.4 Commercial General Liability coverage written on a "claims-made" basis, if any,
shall be specifically identified on the certificate, and Seller shall be maintained by Sellcr for a
minimum p6iod of five (5) yers aftsr the completion of this Agreement and for such other
length of time neecsary to cover liabilities arising out of the activities uader this Agreement.
12.5 PacifiCorp may review this schedule of insurance as often as once every two (2)
yeErs. PacifiCorp may in its discretion require Seller to make reasonable clranges to the policies
and coverages described in this Exhfoit to the extent reasonably necessary to cause such policies
and coverages to conform to the inzurance policies aurd coverages typically obtainod or required
for power generation facilities comparable to the Facility at the time PacifiCorp's rerriew takes
place.
SECTION 13: FORCE MAJEURE
13.1 As used in this Agreemrent, "Force MaJeure" or "m event of f,'orce MaJeure"
means any cause beyond the reasonable control of the Seller or of PacifiCorp whiclq despite the
orercise of duc diligencq such Party is unable to preverit or ov€r@me. By way of exanrplq
Force Majeure may include but is not limited to acts of God, flood, storms) wars, hostilitieg civil
strife, shikes, and other labor distutances, earthquakes. fires, ligfttring epidemics, sabotage,
rqtraint by court order or other delay or failure in the perforruilrce as a result of any action or
inaction on behalf of a public authority whicb is in each case (i) beyond the reasonable confiol of
such Party, (ii) by the exersise ofreasonable foresight su& Parfy could not reasonably have been
expected to avoid and (ii| by the exercise of due diligence, such Party shall be unable to prevent
or overcome. Force Majerne, however, specifically excludes the cost or availability of fuel or
motive force to operate tbe Facility or chrnges in market conditions thet affect the pricc of
En6gy or transmission, tf either Party is rendcred wholly or in part rmable to perforrr its
obligation under this Agroenrent because of an event of Force Majeurg both Prties shall be
excused from whatever pcrformaace is affected by the event of Force Majeure, provided tbat:
13.1.1 the non-pcrforming Puty, shall, within two (2) weeks after the
occrurerrce of the Force Majeure, gve the other Party writt€o notice describing ttre
partiorlars of the occrtrrcnce, including the start date of the Force Majeure, the cause of
Force Majeure, whetho the Facility rernains partially operational and the expocted end
date of ttre Force Majeure;
13.1.2 the suspension of performance shall be of no greater scope and of no
longer duration than is required by the Force Majeure;
13.1.3 the non-performing Party uses its best efforts to remedy its inability
to perform; and
13.1.4 the non-performing Party shall provide prompt written notice to the
other Party at the end of the Force Majeure event detailing the end date, cause there of,
damage caused there by and any repairs that wme required as a result of the Force
Majerne event, and the end date of the Force Majeure,
23
13.2 No obligations of either Party which arose before the Force Majeure causing the
suspension of performancc strall be excused as a result of the Force Majeure.
I3.3 Neither Party shall be required to settle any strike, walkoul lockout or other labor
dispute on terms which in the sole judgment of the Party involved in the dispute, are conlrary to
the Parffs best interets.
13.4 PacifiCorp may terrrinate the Agreement if Seller fails to remedy Seller's inability
to perform, due to an Event of Force Majeure, within six (6) months after the occurrmce of the
event of Force Majare.
SECTION 14: SE\TERAL OBLIGATIONS
Nothing contained in this Agreernent shall ever be constued to create an association, trust"
partrership or joint vemttrre or to impose a trust or partnership duty, obligation or liability
between the Parties. If Seller includes two or rnore parties, each zuclr party shall be jointly and
severally liable for Seller's obligations under this Agreement.
SECTION t5: CHOICE OF LAW
This Agrcement shall be interpreted and enforced in accordancc with the laws of the state of
Idaho, excluding any choice of law rules which may direct the application of tbe laws of another
jurisdiction.
SECTIoN 16: PA}f,I3L INVALPIIY
It is not *re intention of the Parties to violate any Reguirements of Law governing the subject
matter of this Agreement. If any of ttre terms of the Agrement are finally held or determined to
be invalid, illcgal or void as being conhry to any Requirements of Law or public policy, all
other terms of the Agreement shall renrain in effect. If any terms are finally held or d€termind
to be invalid" illegal or void, the Parties shall enter into negotiations concerning the tcrms
affected by such decision for the purpose of achieving conformity with applicable Requireinents
of law and the intent of the Parties to this Agrecmart.
SECTION 17: WATVER
Any waiver at any time by either Party of its riglrts with respect to a default under this
Agrecmcnt or with rcspcct to any other matters arising in connection with this Ageernent must
be in writing; and such waiver shall not be deemed a waiver with respect to any subsequent
default or other matter.
SECTION I 8: GOVERNMENTAL JURISDICTIOITI AND AUTHORIZATIONS
This Agreement is subjea to the jurisdiction of those Govemmcntal Authorities having oontrol
over either Party or this Agreement. PacifiCorp's compliance with the terms of ttris Agrecrnerrt
is conditioned on Seller maintaining all local, state and federal lice,nses, prmits and other
24
appovals as then may be required by Iaw for the constuction, operation and maintenance of the
Faciliry.
SECTION 19: SUCCESSORS AND ASSIGNS
This Agreeme,nt and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respcctive successors and assigns of the Parties hereto, exc€,pt that no assignmemt
hereof by eitho Pany shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notrrithstanding the foregoing
any entity with which PacifiCorp may consolidatg or into which it may merget or to which it
may couvey or transfer zubstantially all of its electic utility assets, shall automatically, without
ftrther act, and without need of consent or approval by the Seller, succced to all of PacifiCorp's
rights, obligations, and interests under this Ageement. This article shall not prevent a financing
entity with recorded or seqred rights from exercising all rights and remedies available to it
under law or contacL PacifiCorp shall have the right to be notified by the financing €ntity that it
is exercising such rights or rernedies,
SECTION 20: ENTIRB .AGREEMENT
Tilris Agreement zupersedes all prior agreexnenb, proposals, rqnesentations, negotiations,
discussions or letters, whether oral or in writing, regArding PacifiCorp's purchase of Net Output
from the Facility. No modification of this Agreemot shall be effective unless it is in writing and
siged byboth Parties.
SECTION 21: JURY TRIAL WAIIEB
EACH PARTY KNOWINGLY, VOLUNTARTLY, INTENTIONALLY AND IRREVOCABLY
WAIVES TTIE RIGHT TO A TRI.AL BY JURY IN RESPECT OF A}.IY LMIGATION BASED
ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT A}ID A}IY AGREEMENT DGCI.JTED OR CONTEMPLATED TO BE
DGCT.TTED IN CONJUNCTION WTTH THIS AGREET{ENT, OR ANY COURSE OF
CoNDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT TO EACH OF THE PARTIES FOR ENTERING HERETNTO. EACH PARTY
HEREBY WATVES ANY RIGHT TO CONSOLIDATE AI.IY ACTION, PROCEEDING OR
COUNTERCI-AIM ARISING OLTT OT OR TN CONNEETION WTTH THIS AGREEMENT
OR AI.[Y OT]IER AGREEMENT E)(ECUTED OR CONTEMPLATED TO BE EXECUTEDIN CONJUNCTION WTNI TIJIS AGREEMENT, OR ANY MATTER ARISING
HERET'NDER OR T}IEREUNDER, WITH ANY PROCEEDING IN WHICH A JURY TRLAL
HAS NOT OR CANNOT BE WATVED.
SECTION 22: NOTICE$
22.1 All notices except as otherwise provided in this Agpeement shall be in writing
shall be directed as follows and shall be considered delivered if delivered in person or when
?<
deposited in the U.S. Mail, postage prepaid by certified or registered mail and return receipt
requested
The Parties may change the person to whom zuch notices are addressed, or their addresses, by
providing written notices thereof in accordance with this Subsection.
Notices PacifiCorp Seller
All Notices PacifiCorp
825 NE Multnomah Street
Portlan4 OR 97232
Attn: Contract A&rrinistation,
Suite 600
E-rnail : Small QF@P acifi Corp. com
Phone: (503) 813 - 5380
Facsimile: (503) 813 - 6291
Drns: 00-790-9013
Fderal Tax ID Nrrmber:93-0246090
Lowcr Valley Energy, Inc.
POBox 188
Afton, Wyoming 83110
Attantion Jim Wcbb,CEO
Phone [phone]s
Pacsimile: (307) 885-57 87
AII Invoicee:Attn: Back Office, Suite 700
Phone: (503) 813 - 5s78
Facsimitre: (503) 813 - 5580
Attenti on CrayLynn Turner
Phone [phone]
Facsimile: [phone]
Scheduling:Attn: Resor.uce Planrdng; Suite 600
Phone: (503) 813 - 6090
Facsimile: (503) 813 -6265
Attenrtion Rick Knori
Phone: (307) 739{038
Facsimile: (307) 739-1 61 0
Payments:Attr: Back Office, Suite ?00
Phone: (503) 813 - 5578
Facsimile: (503) 813 - 5580
Attention Gaylynn Turner
Phone [phone]
Facsirnile: [phone]
Wire Transfer:Bank One N.A.
To be provided in separate letter from
PacifiCorp to Seller
To be provided io separate letter
from lower Valley Energy to Buyer
Credit and
Collections:
Attrr: Credit Manager, Suite 700
Phone: (503) 813 - 5684
Facsimile: [phone]
Attention Gaylyrr Tumer
Pbone [phone]
Facsimile: [phone]
Wtth Addifional
Noticee of sn
Event of Default
or Potentirl
Event of Default
to:
Attr: PacifiCorp General Counsel
Phone: (503) 8I3-s029
Facsimile: (503) 8l 3{761
James Webb, CEO
Lower Valley Energy. Inc.
Phone [phone]
Facsimile: [phone]
IN WITNESS WHERBOF, the Partics haeto havo carucd this Agreement to be cxecutpd
in their reapeetive namcs as of the date first above urittcrl
aad QF Contactg
GLrs b.,b-zot.t
R. Srebb
n
E)ffiIBTT A
DESCRIPTION OF SELLER'S FACILITY
lSdlerto Completel
SeUa's Facility oonsigts of three QFs, designated Faci1it5r16"61, Facilitylgp."y" and Facilitylcutinuy)
in this Agrecment. Togcthcr. the Faciiityis described as:
Facility Ceacity Ratin&,,pprrt: 940 kW
Facility Capacity Rating6ss'1: 535 kW
Facility Cryacif Ratingia,lluvl: 225 kW
Facllity CapacityRrtlng: 1,700 kW
Identifr the Maximum Facility DcliveryRate:
Ma:rimum FacilityDeliveryRatq*rn 1: 940 kW
Maximum Facility Delivery Ratq6y764: 597 kW
Maximum F
Maximum Factttty Delivery Rrte: 11798 klV
A.I
EXHIBIT A-Lower
DESCRIPTION OF SELLER'S FACILITY(I-wER)
[Seller to Completel
Seller's Facility consists of one generator manufrctrred by Emerson Motor Company. More
specifically, each generator at the Facility is decribed as:
Tlpc (synchronous or lnducdve): Sl Induction Gsnerator
Nameplate PartNo.: 370780-000
Number of Phases: 3
Rated Output (kW): 597 Rrtrd Output (kVA): 746
R td Voltage ([neto line):480
Rrted Current (A): Stator 935 A; Rotor: [nduction 935 A
Maximum kW Output ('Maximum Fadlity Dellvery Ratqr""d): 597 kW
lllaximum kVA Ougut: 746 kVA
Minimum kW Output: 0 kW
Menufec{urer'e Gugrtnteed Cut-in Wind Speed [tf rpplicablel:N/A
Facllitv Caoacttv Ratine: 535 kW at Hz 60 A 935
IdentiS the maximum outptrt ofthe generator(s) and descnte any differc,ncres betneen that
outprt and theNaaeplate Capacity Rating:
$tation serviee requirementr, and odrer loads ren€d by the Facllity, if any, are deecribed
as follows: Statio'n sepice loads are metcred and conneoted on a separate service and meter from
he 12.47 kv distuibution systsm througfu a 120D40 single p]use service. Station Smrice loade
are cstimated to be I2,000 KWH p€r year
Locetion of tre Facllig,: The Facility is located in Lincoln Corur[r, W Wyoming. The location
is more partiurlarlydescribed as follows:
The project is located on Swift Crcok, in Lincoln County, Wpming partially within the
Bridger-Teton National Forest at approximately 4243' 42.3531" N and I10"55' m.70858" W.
Power factor requirements:
Rated Power Faotor (PF) or reactive load (kVAR): PF = .81
A-(lowall
E)(HIBIT A - Upper
DESCRIPTION OF SELLER'S FACILITYISpeERI
lSeller to Complete]
Seller's Fasilityr,*"'r consists of one generator manufacturcd by Mrelli Motori. More
specifically, each generator at the Facilrtyl**y is described as:
Type (synchronotrs or hducdve): SI Induction Generator
Model: C4G500 LC l0
Number of Phase* 3
Rrtd Output (kW): 9a0
Ratd Voluge (lineto line):
Rated Output(kVA):
Rsted Current (A): Stator: I I31 A; Rotor: krduction I131 A
Maximum krff Output ('Mrximum Facttity Delivery Ratetopp."l"): 940 kW
Mardmum kVA OuQut: 986 kVA
Minimuur kW Output: 0 kW
Mnnufacturer'e Gulranteed Cut-in Wind Speed llf appHcsblel:
Facility Capactty Rrthgqupp.nyl 940 kW at Hz 60 A
r3,q9
Identify the Maximum Facility Delivery Ratq*oy and desqibe any differenccs betwecn that
output and the Facility Capacity Ratinglrrypcr):
Station setrice requlreme,nts, and other lords cerved by tte Facilltygppc4, if auy, are
deocribed es followr: Sation scnrice loads are metered and connected on a s€parate seryice md
mcterfi'omthe 12.4'll$t disrr"butionsystemtuough al20l'240 singlephascsenice.
Location of the Facllltyluepay: Thc Facilitytwat is located in Lincoln Co*ty, W Wyoming.
The location is moreparticularly dessibed as follows:
The project is located on Swift Crech in Uncoln County, Wyoming, patially within ttre
Bridger-Teton National Foreet at approximatsly 42o43'N and 110o54' W.
Power factor requirements:
Ratd Power Factor (PF) orreactive Ioad ftVAR): PF = .83
A-(upper)-l
E)GIBIT A - Cullnary
DESCRIPTION OF SELLER'S FACILITY(cur$AR4
[Seller to Completel
Scller's Fasili$1.1{icyl consis'ts of ono gcncratormanufactrrrod by Emcrson Mobr Tedruologies.
More specifically, cach grmerator atthe Facilitylootioryl is described as:
Type (slachronoor or hducttve)t Inductive
Model: DId8093
Number of Phages: 3
Rsted OuQut (kW); 225 Rrtd Ouput (kVA):
RredVoltagp (Iine to lhc):
Reted Cunent (A): Stator: 480 A; Rotor:
-
A
MrrCnun k\ilOutput (clVladmum Faclltty lleliwry Rtteel5rry)t): 261 kW
Mrxtmurn kVA OuQut!
-
kVA
MlulmumkWOutput 225kW
Mrnufecturer's Gurrenteed Cut-ir Wtnd Speed [f appliceblel: N/A
225kWat@Hz A
Identi,fr the Maxtmum Facility Delivtry RaQ*rr*O ard describe any diffcrences be*weqr that
ou$ut and thc Facility Capacity Ratingi*s6,r,1:
Stefion rcrt'lce requircmaltq and other lotds seryGd by the Facillty(.rrb.sy; ilauy, are
deccrlbed er follows Station servicc loads are meterEd and connectcd ou a E€paiate s€nicc and
metcr from th e l2A7 hu distributioo system through a l20l'240 single phase service. Sbtion
Ssrdce loads are cstimatcd to be 14,500 trsilH per year
Locetlon of the Facllltytcnrrryt: Thc Faciliplcrs!!'y) is locafd ia Lincola County, Wptning.
Thelocstionismoropartiarlarlydcscribedasfollows: M 43' 53"Naad l10o5l'43*W
Power factar rcguircments:
R^ared Power Fastor (PF) or reastive load (kVAR): PF = .72
A-(culinary)-l
EXEIBIT B
SELLER'S INTERCON TECTION FACILITTES
[Seller to provide its owu diagrarn and description]
porNT or DEL,IVERY / SEUI,ER'S INTERCONNESXION, PACrLrflES
Instructiorns to Seller:
I . Deecribe the poin(s) of metering, including the tlpe of macr{s), aad thc owner of the
acter(s) at Facilitylro.,4 Faoilitylrpc,x attd Facility(col6y).
The lnwer Swift Croek Facility and trc Uppa Swift Creek facilrty arc metered
separatcly. The point of mctrring at eactr Fapility is in the secondary
compartoent.of the n7i480 st€,pup transform€rs. The l,ower Swifr Clcek
Facility is a 750 kva tansformo, Ttre Upper Surift Ctcek Facility is a 1500 kva
tar$form€r. Tlre metuing ig doae by 500-5 CII's and a GemstarJEMI0 meter.
Ths Ectcrs are owned by Bomen'ille Power Administratioo" The Culinary is
nefiered in a 300 kva trmsformer with 200-5 CT's along with a Gcm$u JEMI0
met(fi station s€,rvice is met€red with a Lmdis & Cyr FM2S meta botr meterg' are owned by Bonnwille Powcr Adminiskatiou.
2. Provide single line diagrams of Pacilitylp,c.y Fsdlity(rpcr), and Faciliryf*rirryt including
st&tion use meter, Facility ouQut metcr(s), Iatercoonoction Facihtieq Points of
latccconnoction.
One-line diagraos of Facilityl6p'10 Fscility(w6b and Facilitytcorimyl are attactred,
For Facilityls"-1 and Facilityl,pp6l the Point oflaterconnection is the l2A7 kV
side of &e step-qp baneformcr. For Faeiligtcolh"yl, tbe Point of Intcoonnection is
the_hi$r sidc of the 300 KVA sEp-tp-{raosformer.
3. Specify thc Point of Dclivery, and any tansrrigsion facilities ou Seller's side of the Point
of Dclivery usad to delivs Net Outpul
The power will be delivered ftom the lowa Valley Energr distribution systm b
BPA. BPA will dclirrcr the power to PacifiCorp at the Goshen Substatioo. Scc
atbchcd one-line diagram
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EXHIBIT C
REQUIRED FACILITY DOCUMENTS
REQUIRED OF ALL FACILITIES:
QF Certifications:
Facilitytro*.'l: QF I 0-l 57{00
Fasility(uppd: QF 08641 -000
Facility6osl;6,yf QF I I61-000
FERC H]rdrc Licenses:
Facilityrmrcrl: P-l651
Facilityl,,epa; P-1651
Facilityt"m*p P- I 3 3 0 I -022
Generation Interconnec'tion Agreemeart: Not applicable
FuelsupplyAgreernent,ifapplicable N/A
BPA point-to-point tansmission scrvice agrceorcnt:
For May 201 1 to April 2012: Dated May I 0, 201 0, Ref # 73970298
For May 2012 to April 2015: Dated May 4, 201 l, Ref # 75429?14
The following Docrments are required to co,ruplete this project:
Easemeots:
Pemds:
C-I
EXEIBIT D
ENERGY DELIVERY SCHEDULE
Upper Ewlft Creclr Eydro
fFedlity*r")
0-grlOMW Nmcohtc Croecitv
lawerSwlft Creckf,ydro
fFadlityn*')
0.315 It{11, Nmenltc Cenrcltv FtdltYt*.-r-
Monthly Avg. MonthlyEnrrgy Dclirrcry Capacity
Dclivery Rarc Factorfkwh) (MW) P/al
Mmftly Avg. Moathly
En rgy Deliver C4acityDelivery y Rarc Factor&Wh) ffiVrn (o/"\
8MED6Dp.'
rdf.ffit:
SchcdulcdMonthly Avg,
EDGrgy Delivcr
Dclivcry y RatclkWh) Ilvfllr)
Jraurry
Fcbruary
Merch
Apt{t
Mey
June
July
Augurt
Septsnber
(htober
Norembcr
Decenber
127,588 .26 ZP/o 54,235 l0I !JY.".
t5%
181,823 ,309
102,451 .19 22o/o 47,852 .09 I50,303 28
115,425 2l 22To 59,825 .09 Itr/o r7s3s0 .26
184,750 .26 no/o 86,520 t2 2V/o 271,270 .38
345,845 .456 49o/o 197,699 l8?33o/s 533,544 .486
546,866 .776 83o/o 301,939 .419 ?ff/o 848,805 t.t9
538,905 .806 86%291fi22 404 6*/o 82992'4 1.23
412,430 .61 uoh I45,365 22 37o/o 557,8I5 .829
274,580 .38 N%113,1180 l5 ?5%388,060 .539
256,45 .38 4U/o 85,623 13 22%341,868 .s05
178,562 .3t 32%76,799 106 t8%255,361 .,+0E
155,632 25 27%68.452 .15 l9/o la,084 369
IOTAL:32s929D 3qi 43'/o 1.5rE"trr .1r5 33'/o 4.758.t10 .568
D
Cullnrry llydro
("Frcill$rjo15o")
0225 MW Nrmcolrte Croecltv
SMED16pry1: Ar€. MonthlY Capacity
Schcdrlcd Moathly Encrgy Dclivcry Delivcry Ratc Fador&Wh) 0vf[n P/al
Jaruery
tr'cbrurry
Illrrch
Aprlt
Mry
June
July
Auguct
Septcmber
Oc{ober
Novwber
Ilprne:nher
E2,W2 lr0 49'/o
65,859 .098 44o/o
63,000 .0E5 38o/o
60.724 .084 37o/a
115251 .1s5 690/o
r48.2r4 .206 97o/"
16324s .219 98o/o
r38.978 .187 83o/o
1I l-450 .155 690A
r08,544 .146 650/o
98,652 .133 s9%
93,545 .126 560/o
TOTAL:1249.555 .I45 64o/e
Scheduled Maintensnce - Seller will provide a suggpsted maintenance schedule annually.
D
EXIIIBIT F-l
MOTIVE FORCE PLAN
See attached MF Plan
E-l
E* L.'.t.+ F- t
ni$ffiime homs, ftr lhe poriodMay 1 tkoqgh Sepcember 30; and
o ( 6 av€rage
. (24. hours)
minirmrm flow
wi&amaximum
fluctudion of I
cfe (never to fall
below 4 cft)
&m Oofiober 1
througft ASriI
30n ering all
hoursi
fururDavcloprnarrf
The chirac&i$ios of
&a vuiations in flowr as
illustratdin figurcs 3-1 to 3-
6 wrc revisyrsd in prdcr to
d€enire tro aeproeairt€
power drvelopmmt at 6e Btgue 3.5 Uppc $wifi Crd ffihG ni*g &ar tur a 16o poeb*
sito. tt vnas assmed tfut
the pa$ rocurds ftr te
ssleoad pcriod providod
thc bst rneagure of fifrrre
flows. It ne asficipsted
&a a ltdrcntol Francis
tli3e trrbine will be used
for6spoject. AFrancis
mtinehas anunerwith
fixed rrmes, cddch &e
q,rakcfrtpm ftomr.tine ir
a radial dircstioq wift
reqpect b &e shaft fird
discharges in an axialdirection. Major
corryooeots consi st of ft e
ntnner, a watcr suppty
case to conv€y the water
Frgrue 3-6 upper Swift Crtet inbine sizing chrt for a 42" pcostock
6
Upper$nriltCreet
uo
t.,tolTE
DrlLsol!d.E4rf,pe..t&oa.t0Dr:nmr.u,mrprlo!.0.D,-*.4.!0Errmmtuooo
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to &e rmatr, wick€* gstes to oootfiol tbo $tafrity ofwatcr md disttibute it e$a$y
to &e rusm ad a &aS hbeto coavey thc vnter awry &om &e trbine. Utiliziug thc
estiqatrd efroicqsios, hoad losscs, tsrbirc coofiBnatims, ud'5% gcneral losses;
&eestimaedaveragoanmralpro&rctiosfuthis nitewasbetq/ee&3.9md4.5eitliotr
kilowatisrlor peoding oa the size of the pemstook
I
r
3.2 Cullnary Prolect
Hydlotogy
Flors
Elow dara 'used
was
provided h SrmireEngineeing's
qpdflta to fessibility Sutdy datd
Arryret 7, 2001, exhibit A Elo\r
,{rta cousisB of monthly apnnal
averagco. the ostiuatod flsw
duratioq surve, figrs 3{, was
€atapohtod tono the umtr$
srrrrun'l avsrags yfiiqh appea[ as
bfuein figrre3-7.
PorrerDemilgpment
Data fton figure'3-? was
. usedtoprcliminarilysi?pttlftfocg
aad .estinde amrral Evsrage
geru,raBoa fc ftis sih. Utilizitrg
&o ettiMod effiDicocies, beed
losses, trubine ooofigurdmr, and
5o/o generzlloese$ tbe ostinaed
anremgp anuual poiluction fsr &iB
eib wes 127 millim kilouratr
hoursperyw.
6!* n .,,r.,1 ,. ,L.-J i ,..,..i.,... . I0 . o s u tr I I ro ;.3d ! G rr 13! tia r
Eielu! 3-? Ile cetimted flsn'dutatioo ctlrvc fs Afton
eHreryWdcrS'mly
Figuro 3-8 Ctlinary IVater Suprptytubine srbg erhart
7
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c
Cullnary WaBr Suppf
0 I 2 I 1 6 t | 6 8r0ltfirl31a15',t617r!rs20
FlorB (.*).
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2003miraI
16,0
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EXHIBIT GI
SAMPLE ENERCY PURCHASE PRICE CALCULATIONS
The following are samples of calculations of enerry purchasc prices using the formula and tables
in Sestion 5.1.
The calculation for the purchase price during an On-Peak Horn in May of 2009 is $76.73lMWh
(ttre 2009 annual rate for Conforming hogy) multiplied by92o/o (0.92) (the May On-Peak Hour
multiplier), which oquals $70.59/I,fWh.
Tabte 3: Sample Calculations for Conforming Energy in 2009 [Purchase Price = annual rate *
monthly On-Peak/Off-Peak multiplierl.
I Tlri. .*rmplc docs not include rates for th Culinary Facility, which will be calcularcd using the Coaforming
Encrgy rate for thc Culinary Facility using tlrc rncthodology aborrc.
G-1
Month
Confoming
Energ5r
Arrnual
Rate for
2009
(per Mrilh)
On-Peak
Hour
Multiplier
Calculated
Purthage Price
for 2009 On-
Peak
Conformlng
Enerry
(per Mtilh)
Ofi-Peak
Hour
Mulfipller
Calculated
Purchase Price
for 2009 Off-
Peak
Conformlng
Energr
(per MTvh)
January $76.73 rc3%$7e.03 94o/o $72.13
F*ruuy s76.73 l05o/o $80.s7 97o/o $74.43
March $76.73 95%$72.89 80%$61.38
April $76.73 95o/o $72.89 76%$58.31
May $76.73 92o/o $70.s9 630/o $48.34
June $76.73 94%s'12.13 65%$49.87
July $16.73 l2lo/o $92.84 92%$70.s9
August s16.73 l2lo/o $92.84 lWo/s $8r.33
September s76.73 109%$83.64 99o/o $7s.96
October s16.73 11,5o/o $88.24 l05o/o $80.57
Novernb€r $76.73 710o/o $84.40 960/o $73.66
Decernber $76.73 L29o/o $98.98 l20o/o s92.08
EXEIBIT E
Seller Authofizrfion to Relerse Gcueraffon Dsta to PeclfiCorp
paterconnedion Customer l*t*headl
[Ail.r ass b Intqconnected Utilfl
RE: Upper Swift Cre*,, Lower Swfr Craelg rnd Culinery Eydroelecdc
lnterconnecilionr
Dear Sir:
lower Valley Bnerry, Inc. hereby voluourily auhorizes Lower Valley Encqgr, Inc. to shart
Iowcr Valley Energ, Inc.'s ganaalor intcrconnoction informatioo and garcrator mctcr data
relatiag b l,owcr Valley Enoep,lnc.'s Upper Swift C'reek, [owcr Swift Credc" and Culinary
Qrulifung Facility locatcd in Lincola County, Wprring wi& l,Inksting Affilice ernployees of
PacifiCorp &oey, including; but not limitod to &oso in tre Coamercial and Trading goup.
lnwer Vallcy he"gy, Inc. achowledges thc PacifiCorrp did not provido it any prcfereoces,
eithcr operational or ratc-relatd in exchange fsr this rroluatary conscnt.
&r, .-r-l*tr/r ro -Tifle I
H-L
ADDENDT]M W
GENEnATTON SCHEpUL_rN G ADpENDUM
WHEREAS, Seller's Facility will not interconnect directly to PacifiCorp's System;
IU/HEREAS, Seller and PacifiCorp have not executed, and will not exeoute! a generation
interconnection agrcement in conjunction with the Power Purchase Agrecment
WHEREAS, Sellq has clected to exe,rcisc its right under PURPA to deliver Net Output
from ie QF Facility to PacifiCorp via one (or more) Transrnitting Entities.
WHEREAS, PacifiCorp desires that Seller schedule delivcry of Net otrtput to the Point
of Delivery on a firm" hourlybasis;
WHEREAS, PacifiCorp does not inteeid to buy, and Seller does not intend to deliver,
more or less than N€f Output from the Faeility (except as expresslyprovided, below);
THEREFORE, Seller and PacifiCorp do hereby agree to the following which shall
become part of their Power Prnctrase Agreement:
pETINTTIpNS
The meaning of the terms defined in thc Power Purchase Agrecrneirt (&is "Agreement")
and this Addendnm til shall apply to this Addmdum:
*Da1,' Ereans midnight to midnight, prevailing local time at the Point of Delivery, or any
other mutually agreeable 24-how period.
tEnerry Imbalance Accumuldonrt or'F.IA," m€ans, for a givcn Settle,ment P€rio4
tlre accurrulated difference (beginning stzefi (0) at the start of each Settlemeflt Period) betvyecn
Seller's Nct Output and the en€rgy actually delivered at the Point of Delivcry. Each Settlement
P€riod contains nro independe,nt ElAs, one for Oo-Peak Hours and one for OfrPeak Hours. A
positive accumulatcd diffcrence indicates Seller's delivery of Surplus Delivery.
"Firm DeHvery' means unintemrptible kansmission service that is resen/ed and/or
scheduled between the Points of Interconnection and the Point of Delivery pursrant to Seller's
Transrni sion Agreeraen(s).
6settlement Period" means one month rmless changed pursuant to Section 9 of ftis
Addendurn.
ssupplemmted Outpuf' means any increment of scheduled hourly energy or cryacity
ddivered to the Point of Delivery in exo€xls of the Facility's Net Output during that same hour.
"Surplus Dellvery' means any coerry deliverod to the Point of Delivery by the Facility
in excess of horuly Nst Output that is not offset by tlrc delivery of cncrgy to the Point of
Delivery in deficit of hourly Net Ouput during the Settleurent Period. PacifiCorp shall accept
Surplus Delivery, but shall not pay for iL
w-1
SELIcER'S OBLTGATIONS IN LIEU OF THOSB,CONTAINED rN A
GENERATION INTERCONI\TECTION AGREEMENT.
1. Sellerts Responsibilifv to Afianse for Delivew pf Net Output to Point of
Deliven. Seller shall arrange for tho Firm Delivery of Net Ottput to the Point of Delivery.
Seller shall comply with the terms and conditions of the Transmission Agreerrent(s) between the
Seller and the ltansmitting Entit(s).
2. Seller's ResponslbiEtv to Sc.he,alule Deliven. Seller shall coordinate with the
Transrnitting Entiq(s) to provide PacifiCorp wittr a schedule of the next Day's hourly scheduled
Not Output deliveries to the Point of Delivary at least 24 (twenty-four) hours prior to the
begiruring of the day being scheduled, and otlrerwise in accordance with the WECC
Prescheduling Calqrdar (which is updatcd annually and may be downloaded at:
htp ://www.wecc.bizl).
3. Seller's Resoonsibilltv to Maintah Itrtercontrection Fecllities. PacifiCorp
shall have no obligation to install o,r maintain any inte,rconnection facilities on Seller's side of the
Points of Interconnection. PacifiCorp shall oot pay any costs arising from Seller interconnecting
its Facility with the Transmitting Enttty(s).
4. Seller's Responslbilitv to Prv Trrnsmisgion 9opts. Seller shall make all
ananggments for, and pay all costs associated with, tansmitting Net Ortpfi to PacifiCorp,
scheduling enerry into the PacifiCorp s)rstem and any other costs associated with delivering the
Seller's Net Output to the Point of Delivery.
5, Enerw Rp,gene Resulfgments. The Trutsmitting Entit5(s) shall provide all
generation rcservcs as required by the WECC and/or as required by any other governing age,ncy
or industy standard to deliver the Net Energr to the Point of Delivery, at no cost to PacifiCorp.
6. Sell.ef'g Responsibility to Bpoort Net OuoEt. On or before the tenth (106) day
following the end of each Billing Perioq Seller shall send a report documcnting howly station
servi@, Inadvertent Energy (enerry dclivered to the Point of Intercomectior\ry at ut av€rage
hourty rate excepding the Maximun Facility Delivery RaQ'), and Net Orfput from the Facilrty
during the previous Billing Period, in colunnr format substantially simiiar to the attaclred
Example 1. If requested, Seller shall provide an elecbonic copy of the data used to calculue N*
Output, in a standard format specified by PacifiCorp. For each day Seller is late delivering ttre
c€rtified report. PacifiCorp shall be entifled to postpone its payment deadline in Section 9 of this
Agreernent by one day. Seller hereby grants PacifiCorp tfte ri$t to audit its cetified reports of
hourly Net Output. In the event of discovary of a billing error resulting in rmderpalment or
overpayment, the Panies agree to limit remvery to a period of tlree years from the date of
discovery.
7. SgUer'q Supolemental Remnesentations lnd WarrqB6,fg. In addition to the
Seller's repres€ntations and wrranties contained in Section 3 of this Agre€mat, Seller warrants
that:
(a) Seller's Supplernented Output, if any, results from Seller's purohase of
some form of energy imbalance ancillary sewice;
(b) The Transmitting Entity(s) requires Seller to procure the service, above, as
a condition of providing hansrnission seirrice;
w-2
Variable Value Source
A
Total Off-Peak Na OupuQuppa
*r taw\ in Aoril:404l!fiilh
Total OfFPeak Net Output{upprand lower)
from Seller's rquired output reporting
table, based on meters
B
Total OffiPeali Net
Outout -.r;*r in Aoril:135lUIilh
Total Off-Peak Net Outpu(currr"ryt from
Sella's reqirired odput reporting tabfe,
based on meters
C
Total OflPeakNet Ortput of
all Facitities in April:539 MWh LineA+LineB
D
Perc€mt of Total Off-Peak Net
Output fr,om Facilityluppa -a
Iavall 74.95a1o (LineA/LineC)* I00%
E
Percent ofToal OflPeak Net
OutDrrt from Facilit*cdimr i 25.050/o (LineB lLinec)* I00%
F'
Toal Off-PeakEnergy
Delivsred to Point of Delivery
by Transmitting Entity(s) in
Aoril:s00Mwh
Metered energydelivered by BPA at the
Point of Deliverv
G
Energy Imbalsrce
Accumulation -39 MWh LineF- LineC
E Surolur Deliverv. if anv:0 Mwh Greater of 0 or Liue G
I
Negative ElA, if any,
athibutable to Facility6reec ana
t^--ll -29.23 MWh Lesser of 0 or (Line G * LineD)
J
Negative ELA, if any,
affibutable to Facilityr"utinsrv)i -9.77 MWh Lesser of 0 or (Line G * Line E)
K
Ildivered Off-Peek Net
Outnnfr.,*-rrrrer3 37437 MTvh LineA+LineI
L
Dellvcred Off-Peak Net
Outnufu-r-.-r!L2s.23 M9vh LineB+LineJ
Eremple Cdculation for the Allocation of Energr Imbalance Accumulrtion to Net
Output of F'aclHties
To det€rmine delivercd On-Peak Nct Output for each Facility, tho above calculation is
repeated using On-Peak vaiues for genrated Net Output in Lines A and B and energJ
deliveries by Transmitting Entifis) in Line F.
w-5
(c) The Transmiting Entity(s) requires Seller to scbedule deliveries of Na
Output to the Point of Delivery in incrcments of no less than one (1) megawatq
(d) Seller is not attempting to sell PacifiCorp en€rgy or capacity in excess of
its Net Outpuq and
(e) The energy imbalance service, above, is designed to cofiect a mismatch
between en€rgiy schcduled by the QF and the actual real-timc production by the QF.
(0 Seller shall not schedule delivery to the Point of Delivery at a rate
exceeding the Ma"rimum Facility Delivery Rate rounded up to the nearest whole
mcgauratt.
8. Seller's Rleht to Deliver Sunolementcd Oufixut. In reliance upon Sellcr's
warranties in Section 7, above, PacifiCorp agrees to acce,pt and pay for Supplcrrented Output by
Eeating it as Na Output for those purpos€s; provided, howaner, tia, Seller aErees to achievc an
EIA of zoo (0) kilowatt-hours during On-Peak Hours and an EIA of zero (0) kilowatt-hours
during Off-Peak Hours at the end of each Settlement Period.
(a) Remedv for Seller's Positiye Eng,Ury Imbrlance Accuhul&ons. In the
went Seller does not aohieve zero (0) EIA at ttre end of a Settlsrnant Period, any positive
balance shall be Surplus Delivay and shall not be included in or teated as Net Output.
PacifiCorp will include an accounting of Surplus Delivery in each monthly statement
provided to Seller pursuaff to Section 9.1 of this Agrecment,
(b) Nesedve Engrsv Imbrlance,Agcumulafiqps. A negative EIA at the cnd
of a Settl€rn€nt Period (indicating that the Ttansmitting Entity has delivered less than
Seller's Net Output) will not result in any conesponding compmsation by PacifiCorp.
(c) Allocation betwepn Eoiects for Pevment Puroosee. Net Ouput
metercd at the Point of Delivery (exccpt Surplus Delivery) wiil be allocstod to eactr
individual Facility in proportion to its share of the total Net Ougut meter€d at the Points
of lnterconnection, indepcndently for On-peak aod Oflpeak Hours. This proportional
allocation is for purposcs of de,tennining the anount of Conforming and Non-
Conforming Energy for each of Facilitylrrypcr ad rowcrl etrd Facilityl-1;-y1 and for
determining the applicable rate for Net Output. An example calcrilation of allocation of
Energy lmbalance Accumulatioa among the Facilitics is bclow the Examplar.
9. PaciflCoro's Ootion to Chrnge $.Sflement Period. ln the event PacifiCorp
reasonably daermines that doing so likely will have a de minimls na effect upon the cost of
Seller's Net Output to PacifiCorp, it may elect to e,rrlarge the Settlernart Period, up to a
maximunr of one Contact Year. Conversely, if PacifiCorp reasonably determines, based on the
QF's performance during the crnrent year, that reducing the Settlememt Period likely will
significantly lower the net cost of Seller's Net orttput to PacifiCorp, it shall have the right to
shorten Scllcr's EIA settlemeot penod beginning ttre first day of the following Contract Year.
Howeven, in no case shall the Settlement Period be less than one month. If a Settlenre,lrt Period
does not coincide with a Billing Period, PacifiCorp shall deduct any amount paid for Snrplus
Delivery during that Settlement Period from the Billing Period'terminating mncurrurtly or
soonest subsequeertly to the Settlernemt Period.
I^I-3
E)(AMPLES
Sellerrs OuQut Reportlng Requirement
Errmple of Seller's Output Reporffng Requirement- Seller would complete (i) onc reporting
tablc for Facility1",li,r,ylo (2) one reporting table for Facilitylrowtp (3) one reporting table for
Facilityl,ppay and (a) one table with the summedNd Ortput of Facilitylro*d and Facilitylsee64.
E
Max (0, F
D c-D)) (c-E)
MaximumFacility Net
Delivery Inadvertent Ortputlro
Ratg0owcry EnergY0owcrl vqr)
ry Seller shall show adjusment of Meter Readiug for losses, if any, benn een point of mAcringry
and the Point of Interconnectioql; in accordance with Section 8.1.
' Does not aprply if Station Sendce is provided fiorn the goss ouQut of fire Facility.
Example of Trble for Summed Net Output from Facdll$oo'crl and Facilitylnep.4
Hour ending
GHI(f,'oo*..t) (Fropo.o) (G+II)
Net Output1,,r.,
Net olrtprtr{6y6j1 Net OutputrFcr) .odbr,!r)
cA B (a-E)
Meter Meter
Readingv at reading at' Point of Station Adjusted
Horr Intarconnectio Power Gross
ending flgowcr) Meterlnwcrt Otttpuftrowal
8:00
9:00
10:00
I l:00
l2:00
13:00
14:00
l5:@
I6:00
l7:00
l8:00
19:00
20:00
0.50
0.50
0.50
0.s0
t.60
1.70
1.60
1.50
1.50
1.50
1.50
0.50
0.50
0.02
0.01
0.01
0.01
0.01 .
0.01
0.01
0.01
0.01
0.00
0.01
0.02
0.01
0.48
0.49
0.49
0.49
r.59
1.69
1.59
t.49
r.50
1.s0
1.49
0.48
0.49
1.50
l.s0
1.50
1.s0
1.50
1.50
1.50
I.50
1.s0
1.50
l.s0
I.s0
1.50
0.48
0.49
0.49
0.49
1.50
1.50
1.50
1.49
1.50
1.50
1.49
0.48
o.49
0
0
0
0
0.09
0.19
0.09,
0
0
0
0
0
0
8:00
9:00
0.49
0.49
0.20
0.2t
0.69
a.7a
w-4