> Contract No. 09PB-«#####»

**Draft RPSA Template**

**RESIDENTIAL PURCHASE AND SALE AGREEMENT**

**executed by the**

**BONNEVILLE POWER ADMINISTRATION**

**and**

**«FULL NAME OF CUSTOMER»**

#### Table of Contents

**Section Page**

> **1. Term**
>
> **2. Definitions**
>
> **3. Applicable PF Rate**
>
> **4. Establishment of ASC to Activate Agreement**
>
> **5. Offer By «Customer Name» and Purchase By BPA**
>
> **6. Offer By BPA and Purchase By «Customer Name»**
>
> **7. In-Lieu Transactions**
>
> **8. Billing and Payment**
>
> **9. Accounting, Review, and Budgeting**
>
> **10. Pass‑through of Benefits**
>
> **11. Termination of Agreement**
>
> **12. Payment Balancing Account**
>
> **13. Notices & Contact Informatiion**
>
> **14. No Warranty**
>
> **15. Uncontrollable Forces**
>
> **16. Governing Law and Dispute Resolution**
>
> **17. Statutory Provisions**
>
> **18. Standard Provisions**
>
> **19. Notice Provided to Residential and Small Farm Consumers**
>
> **20. Information Exchange and Confidentiality**
>
> **21 Adjustments to Monetary Benefits *(IOUs only)***
>
> **21. Restriction on Right To Exchange Costs Of Resources Acquired\
> After September 30, 2006 *(Publics only)***
>
> **22. Signatures**
>
> **Exhibit A Residential Load Definition**
>
> **Exhibit B Load Factor Specification**
>
> **Exhibit C New Large Single Loads**
>
> **Exhibit D 2008 Average System Cost Methodology**
>
> **Exhibit E Power Scheduling**

This RESIDENTIAL PURCHASE AND SALE AGREEMENT (Agreement) is executed by
the UNITED STATES OF AMERICA, Department of Energy, acting by and
through the BONNEVILLE POWER ADMINISTRATION (BPA), and «FULL NAME OF
CUSTOMER» («Customer Name»). «Customer Name» is a
«\_\_\_\_\_\_\_\_\_\_\_» organized under the laws of the State of
«\_\_\_\_\_\_\_\_\_\_\_». BPA and «Customer Name» are sometimes referred
to in the singular as "Party" or in the plural as "Parties."

RECITALS

The Northwest Power Act, among other matters, provides that a Pacific
Northwest Regional electric utility may offer to sell electric power to
BPA and BPA shall purchase such electric power at the average system
cost (ASC) of that utility's resources and that BPA shall sell in return
an equivalent amount of electric power for resale to that utility's
residential and small farm users within the Pacific Northwest Region.

The Parties agree:

**1. TERM *(02/28/08 Version revised for RPSA)***

This Agreement takes effect on the date signed by the Parties and
expires on September 30, 2028. Performance by the Parties of their
obligations under this Agreement shall commence on October 1, 2011.

**2. DEFINITIONS *(02/28/08 Version)***

> Capitalized terms below shall have the meaning stated. Capitalized
> terms that are not listed below are either defined within the section
> in which the term is used or, if not so defined, shall have the
> meaning stated in BPA's applicable Wholesale Power Rate Schedules,
> including the General Rate Schedule Provisions (GRSPs).
>
> \(a\) "Appendix 1" *(04/03/08 Version)* means the electronic form on
> which «Customer Name» reports its Contract System Costs and other
> necessary data to BPA for the calculation of «Customer Name»'s ASC, as
> may be amended or superseded in a revised ASC Methodology.
>
> \(b\) "Average System Cost" *(02/25/08 Version)* means the rate
> charged by «Customer Name» to BPA for the agency's purchase of power
> from «Customer Name» under section 5(c) of the Northwest Power Act for
> each Exchange Period and is the quotient obtained by dividing Contract
> System Costs by Contract System Load.
>
> \(c\) "ASC Methodology" *(03/31/08 Version)* means a methodology, as
> may be amended or superseded, used to determine ASC, as developed by
> BPA pursuant to section 5(c)(7) of the Northwest Power Act and
> attached to this Agreement for ease of reference only as Exhibit D,
> 2008 Average System Cost Methodology, and such methodology is not
> incorporated as part of this Agreement.
>
> \(d\) "Contract System Costs" *(02/25/08 Version)* means «Customer
> Name»'s costs for production and transmission resources, including
> power purchases and conservation measures, which costs are includable
> in and subject to Appendix 1. Under no circumstances shall Contract
> System Costs include costs excluded from ASC by section 5(c)(7) of the
> Northwest Power Act.
>
> \(e\) "Contract System Load" *(04/03/08 Version)* means (1) the total
> Regional retail load included in the Form 1, or for a consumer-owned
> utility (preference customer), (2) the total Regional retail load from
> the most recent annual audited financial statement, as either may be
> adjusted pursuant to the ASC Methodology.
>
> \(f\) "Diurnal" or "Diurnally" *(02/25/08 Version)* means the division
> of hours of the day between Heavy Load Hours (HLH) and Light Load
> Hours (LLH).
>
> \(g\) "Exchange Period" *(04/03/08 Version)* means the period during
> which «Customer Name»'s ASC is effective for the calculation of
> benefits under this Agreement. Each Exchange Period shall be the
> period of time concurrent with the duration of each BPA rate period.
> The initial Exchange Period shall begin on October 1, 2011.
>
> \(h\) "Fiscal Year" or "FY" *(2/28/08 Version)* means the period
> beginning each October 1 and ending the following September 30.
>
> \(i\) "Form 1" *(04/03/08 Version)* means the annual filing submitted
> to the Federal Energy Regulatory Commission required by 18 CFR §141.1,
> or for a consumer-owned utility, the most recent annual audited
> financial statement and other information required to be filed
> pursuant to the ASC Methodology.
>
> \(j\) "In-Lieu PF Power" *(04/03/08 Version)* means firm power that is
> sold by BPA to «Customer Name» in an in-lieu transaction at the
> Priority Firm Power Exchange Rate, or its successor.
>
> \(k\) "In-Lieu Power" *(04/03/08 Version)* means firm power acquired
> by BPA from a source(s) other than «Customer Name» at a cost less than
> «Customer Name»'s ASC, as provided in section 5(c)(5) of the Northwest
> Power Act. The provisions for acquisition and delivery of In‑Lieu
> Power shall be provided in a policy developed by BPA after this
> Agreement is executed (In-Lieu Power Policy).
>
> \(l\) "New Large Single Load" or "NLSL" *(04/03/08 Version)* means a
> large single load as defined in section 3(13) of the Northwest Power
> Act and in BPA's NLSL policy..
>
> \(m\) "Northwest Power Act" *(02/25/08 Version)* means the Pacific
> Northwest Electric Power Planning and Conservation Act, P.L. 96‑501,
> as may be amended.
>
> \(n\) "Region" *(09/04/07 Version)* means the Pacific Northwest as
> defined in the Northwest Power Act.
>
> \(o\) "Regional Power Sales Customers" *(04/03/08 Version)* means any
> entity that can contract directly with BPA for the purchase of power
> under sections 5(b), 5(c), or 5(d) of the Northwest Power Act for
> delivery in the Region.
>
> \(p\) "Residential Load" *(04/03/08 Version)* means the Regional
> residential load to which «Customer Name» sells power, as that
> residential load is defined in the Northwest Power Act and as further
> defined in Exhibit A, Residential Load Definition.
>
> \(q\) "Residential Load Eligible for Monetary Benefits" means the
> monthly amounts of Residential Load determined pursuant to Exhibit A,
> Residential Load Definition, less:

\(a\) any amounts of Residential Load with respect to which BPA has
issued a notice of the election, pursuant to section 7(b) below, to
acquire In-Lieu Power and «Customer Name» has elected to receive the
In-Lieu PF Power pursuant to section 7(c) below; or

\(b\) any amounts of Residential Load suspended pursuant to section 7(c)
below.

> \(r\) "Transmission Component of ASC" *(02/25/08 Version)* means the
> portion of «Customer Name»'s ASC attributable to transmission, as
> described in the In-Lieu Power Policy.
>
> \(s\) "Uncontrollable Forces" *(03/31/08 Version)* shall have the
> meaning specified in section 15.

**3. APPLICABLE PF RATE** *(03/31/08 Version, Revised for RPSA))*

Purchases from BPA under this Agreement are subject to the Priority Firm
Power Exchange (PF Exchange) rate and applicable GRSPs, or their
successors. Sections 6 and 7 of the body of this Agreement establish
purchases subject to the PF Exchange rate schedule.

**4. ESTABLISHMENT OF ASC TO ACTIVATE PARTICIPATION** *(04/03/08
Version)*

> Following the execution of this Agreement, «Customer Name» may
> activate its participation under this Agreement by filing an initial
> Appendix 1. Once «Customer Name» files an initial Appendix 1,
> «Customer Name» shall continue to file a new Appendix 1 for each
> subsequent Exchange Period, unless «Customer Name» elects to terminate
> this Agreement pursuant to section 11 below. . Upon filing an
> Appendix 1, «Customer Name» shall commence invoicing for Residential
> Load on the later of the date of such filing or October 1, 2011.

**5. OFFER BY «Customer Name» AND PURCHASE BY BPA** *(04/03/08 Version)*

> The purchase and sale transactions pursuant to this section 5 and
> section 6 below are (i) for the purpose of determining monetary
> benefits, if any, to be paid by BPA to «Customer Name» and (ii) are
> deemed to be made contemporaneously. Sale transactions where BPA has
> acquired In-Lieu Power instead of purchasing electric power offered by
> «Customer Name» pursuant to section 5, shall be determined in
> accordance with section 7.
>
> Following the filing of an Appendix 1 under section 4 above, «Customer
> Name» shall offer and BPA shall purchase each month an amount of
> electric power equal to the Residential Load Eligible for Monetary
> Benefits.
>
> The rate for such power sale to BPA shall be equal to «Customer
> Name»'s ASC, as determined by BPA using the ASC Methodology. «Customer
> Name» may only sell power under this section 5 for Residential Load
> that «Customer Name» is authorized under State law or by order of the
> applicable State regulatory authority to serve Residential Load.

**6. OFFER BY BPA AND PURCHASE BY «Customer Name»** *(04/03/08 Version)*

> Simultaneous with the offer by «Customer Name» and purchase by BPA
> pursuant to section 5 above, BPA shall offer and «Customer Name» shall
> purchase each month an amount of electric power equal to the
> Residential Load Eligible for Monetary Benefits.
>
> The rate for such power sale to «Customer Name» shall be BPA's PF
> Exchange rate. For billing purposes, «Customer Name»'s load factor
> shall be determined pursuant to Exhibit B, Load Factor Specification.

**7. IN-LIEU TRANSACTIONS** *(04/03/08 Version)*

> \(a\) **BPA's Right to In-Lieu**
>
> Rather than purchase all or a portion of the electric power offered to
> BPA pursuant to section 5 by «Customer Name» at a rate equal to its
> ASC, BPA may acquire In-Lieu Power if the cost of such power is less
> than «Customer Name»'s ASC. The ASC that will be used for issuing an
> in-lieu notice shall be the ASC in effect on the date such notice is
> given.
>
> \(b\) **In-Lieu Notice(s)**
>
> BPA shall provide «Customer Name» a minimum period advance written
> notice of its election to acquire In‑Lieu Power, and shall include in
> the notice the following information: the source(s) of In-Lieu Power,
> the amount of In‑Lieu PF Power, the shape of In-Lieu Power, the cost
> of such In‑Lieu Power, the term of the In-Lieu PF Power sale, and the
> point or points of delivery. Such minimum period shall be established
> by the In-Lieu Power Policy (but in no event shall be less than
> 90 days).
>
> \(1\) **Source(s) of In-Lieu Power**
>
> The sources of In-Lieu Power shall be defined in the In-Lieu Power
> Policy.
>
> \(2\) **Amount of In‑Lieu PF Power**
>
> The monthly amounts of In-Lieu PF Power shall be based on BPA's most
> recent forecast of «Customer Name»'s Residential Load. «Customer Name»
> shall identify the portion of its Contract System Load, as described
> in Exhibit D, 2008 Average System Cost Methodology, that is
> Residential Load at the time it files an Appendix 1 under this
> Agreement in the manner described in section 7(f) below. BPA may issue
> an in-lieu notice for all or a percentage portion of «Customer Name»'s
> Residential Load.
>
> \(3\) **Expected Costs of In‑Lieu Power**
>
> BPA shall identify its expected costs of In-Lieu Power in the in-lieu
> notice. Such expected costs shall consist of BPA's forecast of the
> wholesale costs of supplying In-Lieu Power to the delivery point in
> the amount and in the shape identified in the in-lieu notice. Such
> expected costs of the In-Lieu Power shall be developed in accordance
> with procedures described in the In-Lieu Power Policy and include: the
> cost of transmission and losses to integrate the power into the BPA
> system, to the extent they are incurred; the costs of the power shaped
> to meet a uniform percentage of Diurnally differentiated monthly
> amounts of Residential Load identified in the in-lieu notice; the
> costs of additional operating reserves if such reserves are necessary
> under Western Electricity Coordinating Council procedures; the product
> of the Transmission Component of ASC multiplied by the amount of
> In-Lieu PF Power; and the costs that BPA incurs to deliver the In-Lieu
> PF Power to the point of delivery as described below.
>
> The expected cost of In-Lieu Power shall include the costs of
> delivering the power to «Customer Name». Any transmission cost or
> losses incurred to deliver the In‑Lieu Power directly to «Customer
> Name» shall be treated as a cost to integrate the power into the BPA
> system.
>
> \(4\) **Term and Quality of the In-Lieu PF Power Sale**
>
> The In-Lieu PF Power will be firm power offered by BPA for a period of
> one or more Fiscal Years. BPA may issue multiple in-lieu notices.
>
> \(c\) **«Customer Name» Election to Either Receive In-Lieu PF Power or
> Reduce ASC**
>
> Within a minimum period (as described below) following the receipt of
> BPA's notice to acquire In‑Lieu Power pursuant to section 7(b) above,
> «Customer Name» shall provide BPA written notice of its election to
> either receive and pay for all or a portion of the In‑Lieu PF Power or
> to not receive In-Lieu PF Power and instead reduce its ASC for all or
> a portion of the In‑Lieu Power to the expected cost of the In‑Lieu
> Power. If «Customer Name» elects to reduce its ASC to the expected
> cost of the In-Lieu Power, and the expected cost of such In-Lieu Power
> is less than the PF Exchange Rate, then «Customer Name» may suspend
> its sale and purchase under sections 5 and 6 of this agreement for all
> or a portion of the amount of Residential Load that BPA proposes to
> serve with In-Lieu PF Power, for the duration of time specified in the
> In-Lieu notice. «Customer Name»'s election under this section shall be
> based on all or a percentage portion of «Customer Name»'s Residential
> Load that BPA has specified in its in-lieu notice. Amounts suspended
> under this section 7(c) shall not be added to «Customer Name»'s
> payment balancing account under section 12. Such minimum period shall
> be established by the In-Lieu Power Policy (but shall in no event be a
> period less than 15 days). If «Customer Name» fails to notify BPA of
> its election under this section, then «Customer Name» shall be deemed
> to have agreed to receive and pay for all of the In-Lieu PF Power
> specified in such notice.
>
> \(d\) **Delivery of and Payment for In-Lieu PF Power**
>
> In-Lieu PF Power shall be delivered to the transmission system
> connected to «Customer Name»'s distribution system. All In-Lieu PF
> Power deliveries shall be scheduled. «Customer Name» shall pay BPA for
> In-Lieu PF Power made available for delivery at the PF Exchange Rate.
> For any month that «Customer Name» pays BPA for such In-Lieu PF Power,
> BPA shall pay to «Customer Name» an amount equal to the product of the
> Transmission Component of ASC multiplied by the amount of such In-Lieu
> PF Power.
>
> \(e\) **Scheduling of In-Lieu PF Power**
>
> «Customer Name» shall preschedule In-Lieu PF Power in accordance with
> Exhibit E, Power Scheduling.
>
> \(f\) **Shaping of In-Lieu PF Power**
>
> In-Lieu PF Power will be delivered in monthly amounts shaped to
> «Customer Name»'s monthly Residential Load (e.g., if «Customer Name»'s
> January Residential Load is 12 percent of its annual Residential Load,
> In-Lieu PF Power deliveries for January will be 12 percent of annual
> In-Lieu PF Power deliveries). Such monthly amounts shall be based on
> data used by «Customer Name» to establish its then-current rates, and
> shall be supplied to BPA with its forecast of Residential Load.
> «Customer Name» shall supply a monthly forecast of Residential Load,
> and the diurnal amounts of Residential Load when it files its
> Appendix 1. Deliveries within each month will be in equal hourly
> amounts during each HLH and in equal hourly amounts during each LLH,
> for each monthly period based on the load shape data in «Customer
> Name»'s forecast of Residential Load. If BPA does not have, or is not
> provided adequate load shape data, BPA will determine the load shape
> of the In‑Lieu PF Power based on the average load shape of its
> preference customer class. Adequately documented load shape data shall
> include, but not be limited to, data that are verifiable through
> published sources. The load shape established for each notice will
> continue for the duration of the In‑Lieu PF Power transaction.

**8. BILLING AND PAYMENT** *(04/03/08 Version)*

> \(a\) «Customer Name» shall submit to BPA each month an accounting
> invoice that documents the amount of Residential Load Eligible for
> Monetary Benefits. Such documentation shall include the kilowatt‑hours
> of energy which «Customer Name» billed to the Residential Load
> Eligible for Monetary Benefits. Although subject to adjustment
> pursuant to section 9 below, this amount shall be deemed to be equal
> to the amount of Residential Load Eligible for Monetary Benefits.
>
> The monthly amounts of In‑Lieu PF Power billed under this Agreement
> shall be the monthly amounts specified in the in-lieu notice and made
> available for delivery.
>
> \(b\) **Billing** *(02/28/08 Version revised for RPSA)*
>
> Within 30 days following the receipt of each monthly invoice from
> «Customer Name» subject to section 9 below, BPA shall verify the
> invoice, compute the net amount due «Customer Name» from the sale
> under section 5 and the amount due BPA from the sale under section 6,
> compute the amount, if any, due BPA for a sale of In-Lieu PF Power
> under section 7, and either pay or bill «Customer Name» for the
> difference, as appropriate.
>
> BPA may send «Customer Name» an estimated bill followed by a final
> bill if amounts are due BPA for a month. BPA shall send all bills on
> the bill's issue date. If electronic transmittal of the entire bill is
> not practical, BPA shall transmit a summary electronically, and send
> the entire bill by United States mail.
>
> \(c\) **Payment** *(3/26/08 Version)*
>
> «Customer Name» shall pay all bills electronically in accordance with
> instructions on the bill. Payment of all bills, whether estimated or
> final, must be received by the 20^th^ day after the issue date of the
> bill (Due Date). If the 20^th^ day is a Saturday, Sunday, or federal
> holiday, the Due Date is the next business day. If «Customer Name» has
> made payment on an estimated bill then:
>
> \(1\) if the amount of the final bill exceeds the amount of the
> estimated bill, «Customer Name» shall pay BPA the difference between
> the estimated bill and final bill by the final bill's Due Date; and
>
> \(2\) if the amount of the final bill is less than the amount of the
> estimated bill, BPA shall pay «Customer Name» the difference between
> the estimated bill and final bill by the 20^th^ day after the final
> bill's issue date. If the 20^th^ day is a Saturday, Sunday, or federal
> holiday, BPA shall pay the difference by the next business day.
>
> \(d\) **Late Payments** *(03/26/08 Version)*
>
> After the Due Date, a late payment charge equal to the higher of:
>
> \(1\) the Prime Rate (as reported in the Wall Street Journal or
> successor publication in the first issue published during the month in
> which payment was due) plus 4 percent, divided by 365; or
>
> \(2\) the Prime Rate times 1.5, divided by 365;
>
> shall be applied each day to any unpaid balance.
>
> \(e\) **Disputed Bills** *(3/26/08 Version, Revised for RPSA)*
>
> If «Customer Name» disputes any portion of a bill, «Customer Name»
> shall provide notice to BPA with a copy of the bill noting the
> disputed amounts. If any portion of the bill is in dispute, «Customer
> Name» shall pay the entire bill by the Due Date. Unpaid bills
> (including both disputed and undisputed amounts) are subject to late
> payment charges provided above. If the Parties agree, or if it is
> determined after dispute resolution, that «Customer Name» is entitled
> to a refund or additional payment for any portion of the disputed
> amount, BPA shall make such refund or provide such additional payment
> with a simple interest computed from the date of receipt of the
> disputed payment to the date the refund or additional payment is made.
> The daily interest rate shall equal the Prime Rate (as reported in the
> Wall Street Journal or successor publication in the first issue
> published during the month in which payment was due) divided by 365.
>
> \(f\) BPA may require that «Customer Name» supply BPA with
> commercially reasonable credit information for purposes of In Lieu
> transactions. In the event that «Customer Name» does not satisfy BPA's
> credit test based on the information provided, BPA may, at its option,
> require «Customer Name» to deposit payments received from BPA into an
> escrow account.

**9. ACCOUNTING, REVIEW, AND BUDGETING** *(04/03/08 Version)*

> «Customer Name» shall keep up-to-date records, accounts, and related
> documents that pertain to this Agreement. These records, accounts, and
> documents shall contain information that supports:
>
> \(a\) «Customer Name»'s ASC as determined pursuant to the ASC
> Methodology;
>
> \(b\) identification of the consumers that comprise «Customer Name»'s
> Residential Load;
>
> \(c\) the amount of Residential Load Eligible for Monetary Benefits
> invoiced to BPA; and
>
> \(d\) evidence that the benefits received by «Customer Name» have been
> passed through to consumers that comprise «Customer Name»'s
> Residential Load, as provided for in section 10 below.
>
> At BPA's expense, BPA or its agent may, from time-to-time, review or
> inspect «Customer Name»'s records, accounts, and related documents
> pertaining to this Agreement. BPA's agent shall be subject to approval
> by «Customer Name»; such approval shall not be unreasonably withheld.
> «Customer Name» shall fully cooperate in good faith with any such
> reviews or inspections. BPA retains the right to take action
> consistent with the results of such reviews or inspections to require
> the pass‑through of such benefits to eligible Residential Load.
>
> BPA's right to review or inspect «Customer Name» records, accounts,
> and related documents pertaining to this Agreement for any year shall
> expire 60 months after the end of such year. As long as BPA has such
> right to review or inspect, «Customer Name» agrees to maintain such
> records, accounts, and related documents.
>
> If BPA determines that «Customer Name» has received monetary benefits
> for ineligible load or other errors in implementing this Agreement
> that result in an overpayment, then any such overpayment shall be
> returned to BPA within 30 days of BPA's determination, or BPA may
> adjust future monetary benefit payments to «Customer Name». If BPA
> determines that «Customer Name» has not received monetary benefits due
> to «Customer Name»'s failure to submit eligible Residential Load or
> other errors in implementing this Agreement that result in an
> underpayment, then BPA shall pay «Customer Name» such monetary
> benefits within 30 days of BPA's determination that such benefits were
> not received. In the event «Customer Name» disputes BPA's
> determination, «Customer Name» shall note the dispute and return any
> amount of overpayment identified by BPA within 30 days of BPA's
> written notice of such determination. Such dispute shall be subject to
> resolution in the same manner as a disputed bill under section 8(d)
> above.

**10. PASS‑THROUGH OF BENEFITS** *(04/03/08 Version)*

> \(a\) Except as otherwise provided in this Agreement, all benefit
> amounts received by «Customer Name» from BPA under this Agreement
> shall be passed through to residential and small farm consumers as
> either: (1) a separately stated credit to applicable retail rates;
> (2) monetary benefits; or (3) as otherwise directed by the applicable
> State regulatory authority(s).
>
> \(b\) Benefits shall be passed through by «Customer Name» in a timely
> manner, as set forth in this section 10(b). The amount of benefits
> held in the account described in section 10(c) below at any time shall
> not exceed the expected receipt of monetary payments from BPA under
> this Agreement over the next 180 days, *provided, however*, that if
> the amount of benefits held in the account is less than \$1,000,000,
> then «Customer Name» may distribute benefits on a less frequent basis,
> provided that distributions are made at least once each Fiscal Year.
>
> \(c\) Benefits shall be passed through consistent with procedures
> developed by «Customer Name»'s State regulatory authority(s). Benefits
> shall be identified on «Customer Name»'s books of account. Funds shall
> be held in an interest bearing account, and shall be maintained as
> restricted funds, unavailable for the operating or working capital
> needs of «Customer Name» until «Customer Name» has passed through such
> benefits pursuant to section 10(a) above. Benefits held in such
> account shall not be pooled with other monies of «Customer Name» for
> short-term investment purposes.
>
> \(d\) Nothing in this Agreement shall require that any power provided
> pursuant to section 7 be delivered on an unbundled basis to
> residential and small farm customers of «Customer Name» or that
> «Customer Name» provide retail wheeling of such power.

**11. TERMINATION OF AGREEMENT** *(03/31/08 Version)*

> «Customer Name» may elect to terminate this Agreement within 30 days
> of confirmation and approval by the Federal Energy Regulatory
> Commission of new BPA rates (on the earlier of an interim basis, or if
> interim approval is not granted, on a final basis) in which the
> supplemental rate charge provided for in section 7(b)(3) of the
> Northwest Power Act is applied and the PF Exchange rate charged
> «Customer Name» exceeds «Customer Name»'s ASC.
>
> «Customer Name» may elect to terminate this Agreement within 6 months
> of confirmation and approval by the Federal Energy Regulatory
> Commission of a new or amended ASC methodology (on an interim basis,
> or if interim approval is not granted, on a final basis) under which
> «Customer Name's» initial ASC calculated under such ASC methodology
> falls below BPA's PF Exchange rate applicable to the initial Exchange
> Period under the new or amended ASC methodology. Such termination
> shall be effective retroactively to the beginning of the initial
> Exchange Period under the new or amended ASC methodology.

**12. PAYMENT BALANCING ACCOUNT** *(02/25/08 Version)*

> \(a\) **Long-Term Payment Balancing Account**
>
> The account balance, if any, is deemed to be \$«\_\_\_» on October 1,
> 2011, subject to the resolution of any disputes regarding such
> balance. This account balance includes a forecast of interest applied
> to such balance from September 1, 2000, through October 1, 2011, based
> on the methodology described below. BPA shall revise such balance
> effective October 1, 2011, to reflect actual interest costs. This
> account balance, if any, comprises the beginning balance for a payment
> balancing account described in this section. Such balance, if any,
> shall accumulate simple interest monthly, at an average prime rate
> charged by banks for each calendar quarter beginning October 1, 2011.
> The applicable average prime rate for each calendar quarter shall be
> the arithmetic mean, to the nearest one-hundredth of 1 percent, of the
> prime rate values published in the Federal Reserve's "Selected
> Interest Rates" (Statistical Release G. 13) for the fourth, third, and
> second months preceding the first month of the calendar quarter.
>
> \(b\) **Annual Payment Balancing Account**
>
> Whenever the ASC is less than BPA's then-current PF Exchange rate
> during the term of this Agreement, the payment that would otherwise be
> owed BPA will be tracked by BPA and debited to a separate payment
> balancing account. BPA shall examine such payment balancing account
> during the 13^th^ month following the initial debit and each month
> after that. If the ending balance in such account is greater than the
> ending balance in the account 12 months earlier, then the ending
> balance in the account 12 months earlier shall be subtracted from this
> account and added to the long-term payment balancing account described
> in section 12(a) above.
>
> \(c\) **Resumption of Monetary Benefits**
>
> If there is a balance in the long-term balancing account or the annual
> payment balancing account and the ASC is greater than the applicable
> Priority Firm Power Exchange Rate, BPA will make no cash payments but
> will apply the amount that would have been paid in order to reduce the
> account balance. These amounts will first be applied to the long-term
> balancing account and then the annual payment balancing account.
> «Customer Name» will resume the receipt of exchange payments from BPA
> under this Agreement. provided that there is no longer a debit balance
> in either long-term or annual payment balancing accounts, or «Customer
> Name» makes payments to BPA to bring the debit balance in the
> long-term and annual payment balancing account to zero. «Customer
> Name» may elect to make cash payments to BPA in order to eliminate all
> or a portion of «Customer Name»'s account balance at any time.
>
> \(d\) **Account Balance Carry Over**
>
> Any balance in either payment balancing account, upon termination of
> this Agreement, shall not be a cash obligation of «Customer Name» but
> will carry over to the payment balancing account of the next RPSA.

**13. NOTICES AND CONTACT INFORMATION** *(03/30/08 Version)*

> Any notice required under this Agreement shall be in writing and shall
> be delivered in person or with proof of receipt by a nationally
> recognized delivery service, by United States Certified Mail, or by
> another method agreed to by the Parties. Notices are effective when
> received. Either Party may change the name or address for delivery of
> notice by providing notice of such change or other mutually agreed
> method. The Parties shall deliver notices to the following person and
> address: *([Drafter's Note]{.underline}: Check BPA address and phone
> number prefix to ensure it is applicable.)*

+-----------------------------------+-----------------------------------+
| If to «Customer Name»:            | If to BPA:                        |
|                                   |                                   |
| «Utility Name»                    | Bonneville Power Administration   |
|                                   |                                   |
| «Street Address»                  | «Street Address»                  |
|                                   |                                   |
| «P.O. Box»                        | «P.O. Box»                        |
|                                   |                                   |
| «City, State, Zip»                | «City, State, Zip»                |
|                                   |                                   |
| Attn: «Name»                      | Attn: «AE Name - Routing»         |
|                                   |                                   |
| > «Title»                         | > Account Executive               |
|                                   |                                   |
| Phone: «###-###-####»             | Phone: «###-###-####»             |
|                                   |                                   |
| FAX: «###-###-####»               | FAX: «###-###-####»               |
|                                   |                                   |
| E-Mail: «E-Mail Address»          | E-Mail: « E-Mail Address»         |
+-----------------------------------+-----------------------------------+

**14. NO WARRANTY** *(3/26/08 Version)*

> *[Reviewer's Note]{.underline}: This section is based on the Regional
> Dialogue Policy (page 52, section XI, Dispute Resolution)*
>
> Nothing in this Agreement, or any dispute arising out of this
> Agreement, shall limit the Administrator's responsibility to establish
> rates to recover costs and timely repay the U.S. Treasury or to take
> actions that are effectively required by a court order. It is the
> Parties' intent to structure a durable commercial relationship that is
> based on existing statutory requirements and to provide «Customer
> Name» with protection against change to those guiding statutes as is
> reasonably possible. However, BPA does not warrant or represent that
> this Agreement is immune from costs imposed by court order or agency
> regulations of a general and public nature or is immune from
> subsequently enacted legislation.

**15. UNCONTROLLABLE FORCES** *(09/04/07 Version, Revised for RPSA)*

\(a\) The Parties shall not be in breach of their respective obligations
to the extent the failure to fulfill any obligation is due to an
Uncontrollable Force. "Uncontrollable Force" means an event beyond the
reasonable control of, and without the fault or negligence of, the Party
claiming the Uncontrollable Force, that prevents that Party from
performing its contractual obligations under this Agreement and which,
by exercise of that Party's reasonable diligence and foresight, such
Party was unable to avoid. Uncontrollable Forces include, but are not
limited to:

> \(1\) any unplanned curtailment or interruption of firm transmission
> service used to deliver power sold under this Agreement to «Customer
> Name»;
>
> \(2\) any planned curtailment or interruption of long-term firm
> transmission service used to deliver power sold under this Agreement
> to «Customer Name» if such curtailment or interruption occurs on
> BPA\'s or a third party\'s transmission system;
>
> \(3\) any failure of «Customer Name»\'s distribution or transmission
> facilities that prevents «Customer Name» from delivering power to
> end-users;
>
> \(4\) strikes or work stoppage;
>
> \(5\) floods, earthquakes, or other natural disasters; and
>
> \(6\) orders or injunctions issued by a court or regulatory body
> having competent subject matter jurisdiction which the Party claiming
> the Uncontrollable Force, after diligent efforts, was unable to have
> stayed, suspended, or set aside pending review by a court of competent
> subject matter jurisdiction.

\(b\) Neither the unavailability of funds or financing, nor conditions
of national or local economies or markets shall be considered an
Uncontrollable Force. The economic hardship of either Party shall not
constitute an Uncontrollable Force. Nothing contained in this provision
shall be construed to require either Party to settle any strike or labor
dispute in which it may be involved.

\(c\) If an Uncontrollable Force prevents a Party from performing any of
its obligations under this Agreement, such Party shall:

> \(1\) immediately notify the other Party of such Uncontrollable Force
> by any means practicable and confirm such notice in writing as soon as
> reasonably practicable;
>
> \(2\) use its best efforts to mitigate the effects of such
> Uncontrollable Force, remedy its inability to perform, and resume full
> performance of its obligation hereunder as soon as reasonably
> practicable;
>
> \(3\) keep the other Party apprised of such efforts on an ongoing
> basis; and
>
> \(4\) provide written notice of the resumption of performance.
>
> Written notices sent under this section must comply with section 13,
> Notices and Contact Information.

**16. GOVERNING LAW AND DISPUTE RESOLUTION** *(04/07/08 version revised
for RPSA)*

> This Agreement shall be interpreted consistent with and governed by
> federal law. The Parties shall identify issue(s) in dispute and make a
> good faith effort to negotiate a resolution of disputes before either
> Party may initiate litigation or arbitration. Such good faith effort
> shall include discussions or negotiations between the Parties'
> executives or managers. During a contract dispute or contract issue
> between the Parties arising out of this Agreement, the Parties shall
> continue performance under this Agreement pending resolution of the
> dispute, unless to do so would be impossible or impracticable. The
> Parties reserve their rights to seek judicial resolution of any
> dispute arising under this Agreement.
>
> \(a\) **Judicial Resolution**
>
> Final actions subject to section 9(e) of the Northwest Power Act are
> not subject to arbitration under this Agreement and shall remain
> within the exclusive jurisdiction of the United States Ninth Circuit
> Court of Appeals. Such final actions include, but are not limited to,
> the establishment and implementation of rates and rate methodologies.
> Any dispute regarding any rights of the Parties under any BPA policy,
> including the implementation of such policy, shall not be subject to
> arbitration under this Agreement. For purposes of this section 16, BPA
> policy means any written document adopted by BPA as a final action in
> a decision record or record of decision that establishes a policy of
> general application, or makes a determination under an applicable
> statute. If either Party asserts that a dispute is excluded from
> arbitration under this section 16, then both Parties shall apply to
> the federal court having jurisdiction for an order determining whether
> such dispute is subject to arbitration under this section 16.
>
> \(b\) **Arbitration**
>
> Any contract dispute or contract issue between the Parties arising out
> of this Agreement, which is not excluded by section 16(a) above, shall
> be subject to arbitration. During arbitration, the Parties shall
> continue performance under this Agreement pending resolution of the
> dispute, unless to do so would be impossible or impracticable.
>
> To resolve disputes that Parties agree are strictly issues of fact,
> binding arbitration may be used consistent with BPA's Binding
> Arbitration Policy or its successor. Before initiating binding
> arbitration, the Parties shall draft and sign an agreement to engage
> in binding arbitration, which shall set forth the precise issue in
> dispute, the amount in controversy, and the maximum monetary award
> allowed, pursuant to BPA's Binding Arbitration Policy or its
> successor.
>
> \(c\) **Arbitration Procedure**
>
> Any arbitration shall take place in Portland, Oregon, unless the
> Parties agree otherwise. The Parties agree that a fundamental purpose
> for arbitration is the expedient resolution of disputes; therefore,
> the Parties shall make best efforts to resolve an arbitrable dispute
> within one year of initiating arbitration. The rules for arbitration
> shall be agreed to by the Parties.
>
> \(d\) **Arbitration Remedies**
>
> The payment of monies shall be the exclusive remedy available in any
> arbitration proceeding. Under no circumstances shall specific
> performance be an available remedy against BPA.
>
> \(e\) **Finality**
>
> \(1\) In binding arbitration, the arbitration award shall be final and
> binding on both Parties, except that either Party may seek judicial
> review based upon any of the grounds referred to in the Federal
> Arbitration Act, 9 U.S.C. §1-16 (1988). Judgment upon the award
> rendered by the arbitrators may be entered by any court having
> jurisdiction thereof.
>
> \(2\) In non-binding arbitration, the arbitration award is not binding
> on the Parties. Subsequent to non-binding arbitration, Parties may
> seek judicial resolution of the dispute.
>
> \(f\) **Arbitration Costs**
>
> Each Party shall be responsible for its own costs of arbitration,
> including legal fees. The arbitrator(s) may apportion all other costs
> of arbitration between the Parties in such manner as the arbitrator(s)
> deem reasonable taking into account the circumstances of the case, the
> conduct of the Parties during the proceeding, and the result of the
> arbitration.

**17. STATUTORY PROVISIONS**

> \(a\) **Retail Rate Schedules *(09/04/07 Version)***
>
> «Customer Name» shall provide BPA with its retail rate schedules, as
> required by section 5(a) of the Bonneville Project Act, P.L. 75‑329,
> within 30 days of each of «Customer Name»'s retail rate schedule
> effective dates.
>
> \(b\) **New Large Single Loads**
>
> \(1\) **Determination of an NLSL *(04/06/08 revised for RPSA)***
>
> In accordance with BPA's NLSL Policy, BPA may determine that a load is
> an NLSL as follows:
>
> \(A\) BPA shall determine an increase in production load to be an NLSL
> if the energy consumption of the end-use consumer's load associated
> with a single new facility, an existing facility, or expansion of an
> existing facility during the immediately past consecutive twelve
> months equals or exceeds by 10 aMW (87,600,000 kilowatt hours) the
> greater of:
>
> \(i\) the end-use consumer's energy consumption for such facility for
> the consecutive twelve months one year earlier, or
>
> \(ii\) the amount of the contracted for, or committed to (CF/CT) load
> of the end-use consumer as of September 1, 1979; or
>
> \(B\) The Parties may agree that the installed production equipment at
> a facility will exceed 10 aMW consumption over any twelve consecutive
> months and such agreement shall constitute a binding NLSL
> determination.
>
> \(2\) **Determination of a Facility** *(09/04/07 Version)*
>
> BPA shall make a written determination as to what constitutes a single
> facility, for the purpose of identifying an NLSL, based on the
> following criteria:
>
> \(A\) whether the load is operated by a single end-use consumer;
>
> \(B\) whether the load is in a single location;
>
> \(C\) whether the load serves a manufacturing process which produces a
> single product or type of product;
>
> \(D\) whether separable portions of the load are interdependent;
>
> \(E\) whether the load is contracted for, served or billed as a single
> load under «Customer Name»'s customary billing and service policy;
>
> \(F\) consideration of the facts from previous similar situations; and
>
> \(G\) any other factors the Parties determine to be relevant.
>
> \(3\) **Administrative Obligations and Rights** *(4/06/08 Version,
> Revised for RPSA)*
>
> *Drafter's Note: If customer has a new or existing NLSL or CF/CT,
> include details of the NLSL or CF/CT and the manner of service in
> Exhibit D, Additional Products and Special Provisions.*
>
> \(A\) «Customer Name»'s NLSLs and CF/CT loads are listed in Exhibit C,
> New Large Single Loads.
>
> \(B\) «Customer Name» shall provide reasonable notice to BPA of any
> expected increase in a single load that may qualify as an NLSL. The
> Parties shall list any such potential NLSLs in Exhibit C, New Large
> Single Loads.. If BPA determines that any load associated with a
> single facility that is capable of growing 10 aMW or more in a
> consecutive twelve-month period, then such load shall be subject to
> monitoring by BPA.
>
> \(C\) When BPA makes a request, «Customer Name» shall provide physical
> access to its substations and other service locations where BPA needs
> to perform inspections or gather information for purposes of
> implementing section 3(13) of the Northwest Power Act, including but
> not limited to making a final NLSL, facility, or CF/CT determination.
> «Customer Name» shall also require the end-use consumer to provide BPA
> physical access to inspect any facility for these purposes.
>
> \(D\) Unless the Parties agree pursuant to section 17(b)(1)(B) above,
> BPA shall unilaterally determine whether a new load or an increase in
> existing load at a facility is an NLSL. If BPA determines that the
> load is an NLSL, BPA shall notify «Customer Name» and the Parties
> shall add the NLSL to Exhibit C, New Large Single Loads.
>
> \(4\) **Metering an NLSL** *(4/06/08 Version) (03/30/08 Version)*
>
> For any loads that are monitored by BPA for an NLSL determination, and
> at any facility that is determined by BPA to be an NLSL, «Customer
> Name» agrees to either consent to BPA installing BPA owned meters or
> «Customer Name» shall install meters meeting the exact specification
> BPA provides to «Customer Name». «Customer Name» and BPA shall enter
> into a separate agreement for the location, ownership, cost
> responsibility, access, maintenance, testing, replacement and
> liability of the Parties with respect to such meters. «Customer Name»
> shall arrange for metering locations that allow accurate measurement
> of the facility's load. «Customer Name» shall arrange for BPA to have
> physical access to such meters and «Customer Name» shall ensure BPA
> has access to all NLSL meter data that BPA determines is necessary to
> forecast, plan, schedule, and bill for power
>
> \(5\) **Undetermined NLSLs***(04/06/08 Version, Revised for RPSA)*
>
> If BPA concludes in its sole judgment that «Customer Name» has not
> fulfilled its obligations under sections 17(b)(3) and 17(b)(4), BPA
> may determine any load subject to NLSL monitoring to be an NLSL. Such
> NLSL determination shall be final unless «Customer Name» proves to
> BPA's satisfaction that the applicable load did not exceed 10 aMW in
> any twelve month monitoring period.
>
> \(6\) **Service Elections for an NLSL** *(02/28/08 Version)*
>
> *Reviewer's Note: This section is not applicable to RPSA but the
> heading is retained until we confirm with customers and BPA staff.*
>
> \(7\) **Renewable Resource/Cogeneration Exception** *(4/6/08 Version)*
>
> An end-use consumer served by «Customer Name», with a facility whose
> load is a NLSL, may reduce its NLSL to less than 10 average megawatts
> by applying an on-site renewable resource or on-site cogeneration
> behind the customer's meter to its facility load. «Customer Name»
> shall ensure that such resource is continuously applied to serve the
> NLSL, consistent with BPA's "Renewables and On-Site Cogeneration
> Option under the NLSL Policy" portion of its Policy for Power Supply
> Role for Fiscal Years 2007-2011, adopted February 4, 2005, and the
> NLSL policy included in BPA's Long Term Regional Dialogue Final
> Policy, July 2007, as amended or replaced. If the NLSL end-use
> consumer meets the qualification for the exception, the Parties shall
> amend Exhibit D, Additional Products and Special Provisions to add the
> on-site renewable resource or cogeneration facility and the
> requirements for such service.
>
> c\) **BPA Appropriations Refinancing** *(09/04/07 Version)*
>
> The Parties agree that the Bonneville Power Administration Refinancing
> section of the Omnibus Consolidated Recisions and Appropriations Act
> of 1996 (The BPA Refinancing Act), P.L. No. 104‑134, 110 Stat. 1321,
> 350, as stated in the United States Code on the date this Agreement is
> signed by the Parties, is incorporated by reference and is a material
> term of this Agreement.

18\. STANDARD PROVISIONS (revised for RPSA)

> \(a\) **Amendments** *(09/04/07 Version)*
>
> Except where this Agreement explicitly allows for one Party to
> unilaterally amend a provision or exhibit, no amendment of this
> Agreement shall be of any force or effect unless set forth in a
> written instrument signed by authorized representatives of each Party.
>
> \(b\) **Entire Agreement and Order of Precedence** *(09/26/07
> Version)*
>
> This Agreement, including documents expressly incorporated by
> reference, constitutes the entire agreement between the Parties. It
> supersedes all previous communications, representations, or contracts,
> either written or oral, which purport to describe or embody the
> subject matter of this Agreement. The body of this Agreement shall
> prevail over the exhibits to this Agreement in the event of a
> conflict.
>
> \(c\) **Assignment** *(09/04/07 Version, Revised for RPSA)*
>
> This Agreement is binding on any successors and assigns of the
> Parties. Neither Party may otherwise transfer or assign this
> Agreement, in whole or in part, without the other Party's written
> consent. Such consent shall not be unreasonably withheld. BPA's
> refusal to consent to assignment shall not be considered unreasonable
> if the sale of power by BPA to the assignee would violate any
> applicable statute. «Customer Name» may not transfer or assign this
> Agreement to any of its retail consumers.
>
> \(d\) **No Third-Party Beneficiaries** *(10/01/07 Version)*
>
> This Agreement is made and entered into for the sole benefit of the
> Parties, and the Parties intend that no other person or entity shall
> be a direct or indirect beneficiary of this Agreement.
>
> \(e\) **Waivers** *(10/01/07 Version)*
>
> No waiver of any provision or breach of this Agreement shall be
> effective unless such waiver is in writing and signed by the waiving
> Party, and any such waiver shall not be deemed a waiver of any other
> provision of this Agreement or any other breach of this Agreement.
>
> \(f\) **BPA Policies** *(09/04/07 Version)*
>
> Any reference in this Agreement to BPA policies, including any
> revisions, does not constitute agreement of «Customer Name» to such
> policy by execution of this Agreement, nor shall it be construed to be
> a waiver of the right of «Customer Name» to seek judicial review of
> any such policy.

**19. NOTICE PROVIDED TO RESIDENTIAL AND SMALL FARM CONSUMERS**
*(02/25/08 Version)*

> «Customer Name» will ensure that any entity that issues customer bills
> to «Customer Name»'s residential and small farm consumers shall
> provide written notice on such customer bills that the benefits of
> this Agreement are "Federal Columbia River Benefits supplied by BPA."

**20. INFORMATION EXCHANGE AND CONFIDENTIALITY** *(02/25/08 Version
revised for RPSA)*

> \(a\) **Information Exchange**
>
> Each Party shall provide the other Party with any information that is
> necessary to administer this Agreement.
>
> \(b\) **Confidentiality** *(01/17/08 Version)*
>
> Before «Customer Name» provides information that is subject to a
> privilege of confidentiality or nondisclosure to BPA, «Customer Name»
> shall clearly mark such information as confidential. BPA shall notify
> «Customer Name» as soon as practicable of any request received under
> the Freedom of Information Act (FOIA), or under any other federal law
> or court or administrative order, for any confidential information.
> BPA shall only release such confidential information to comply with
> FOIA or if required by any other federal law or court or
> administrative order. BPA shall limit the use and dissemination of
> confidential information within BPA to employees who need it for
> purposes of administering this Agreement.

***Drafter's Note:** Include the following section 21 ONLY for IOUs*

**21. ADJUSTMENTS TO MONETARY BENEFITS**

> The monetary benefits provided «Customer Name» under this Agreement
> shall be subject to adjustment by BPA to account for the overpayment
> of benefits under the Residential Exchange Program Settlement
> Agreement, Contract No. «\_\_\_\_\_\_\_\_\_\_», as amended, during
> FY 2002 through FY 2007. Any such adjustments shall be limited to
> those formally established by BPA in its wholesale power rate
> adjustment proceedings or other forums established by BPA for the
> determination of the amount of overpayment to be recovered and the
> recovery period.

*End section 21 for IOUs only*

*Drafter's Note: Include the following section 21 ONLY for any public
customer that executed a Regional Dialogue contract in 2008 that
included a CHWM, but later decides to exercise their rights to the
Public Exchange.*

**21. RESTRICTION ON RIGHT TO EXCHANGE COSTS OF RESOURCES ACQUIRED AFTER
SEPTEMBER 30, 2006**

> «Customer Name» agrees that, for purposes of determining ASC,
> «Customer Name» shall only include in each Appendix 1 filing the costs
> of resources that were acquired on or before September 30, 2006.

*End section 21 for public customers only*

**22. SIGNATURES** *(10/01/07) Version*

The signatories represent that they are authorized to enter into this
Agreement on behalf of the Party for which they sign.

+------------------------------------+---------------------------------+
| «FULL NAME OF UTILITY»             | UNITED STATES OF AMERICA        |
|                                    |                                 |
|                                    | Department of Energy            |
|                                    |                                 |
|                                    | Bonneville Power Administration |
+------------------------------------+---------------------------------+

  ------- -------------------------- -- ------- ----------------------------
  By                                    By      

                                                

  Name                                  Name    

          *(Print/Type)*                        *(Print/Type)*

  Title                                 Title   

                                                

  Date                                  Date    
  ------- -------------------------- -- ------- ----------------------------

(PS«X/LOC»- «File Name with Path».DOC) «mm/dd/yy» *{[Drafter's
Note]{.underline}: Insert date of finalized contract here}*

**Exhibit A**

**RESIDENTIAL LOAD DEFINITION**

**1.** «Customer Name»'s Residential Load means the sum of the loads
within the Region eligible for the Residential Exchange Program under
the tariff schedules described below, adjusted for distribution losses
as determined pursuant to Exhibit D, 2008 Average System Cost
Methodology, as revised, supplemented, or superseded. If BPA determines
that any action changes «Customer Name»'s general tariffs or service
schedules in a manner which would allow loads other than Residential
Loads, as defined in the Northwest Power Act, to be included under these
tariff schedules, or that the original general tariffs or service
schedules include loads other than Residential Loads, such
nonresidential loads shall be excluded from this Agreement.

> Such tariff schedules as presently effective include:
>
> \(a\) for all schedules listed below, include the amount, expressed in
> kilowatt‑hours, of Residential Load supplied by «Customer Name» under:
>
> \(1\) ***«schedule»***
>
> \(2\) ***«schedule»***
>
> \(3\) ***«schedule»***, and

\(b\) a portion of the Residential Load as determined pursuant to
section 2 of this exhibit, supplied by the Utility under the Northwest
Power Act, section 5(c).

**2.** Any farm's monthly irrigation and pumping load qualifying under
this Agreement for each billing period shall not exceed the amount of
the energy determined by the following formula:

> Irrigation/Pumping Load = 400 × 0.746 × days in billing period × 24
>
> *provided, however*, that this amount shall not exceed that farm's
> measured energy for the same billing period.
>
> where:

  ----------------------- -----------------------------------------------
  400                     is equal to the horsepower limit defined in the
                          Northwest Power Act,

  0.746                   is the factor for converting horsepower to kW,

  days in billing period  is determined in accordance with prudent and
                          normal utility business practices, and

  24                      is the number of hours in a day.
  ----------------------- -----------------------------------------------

**3.** When more than one farm is supplied from a common pumping
installation, the irrigation and pumping load of the installation shall
be allocated among the farms using the installation, based on the method
(e.g., water shares, acreage) that the farms use to allocate the power
costs among themselves. These allocated loads shall then be combined
with any other irrigation and pumping loads attributed to the farms
under section 2 of this exhibit. In no instance shall any farm's total
qualifying irrigation loads for any billing month exceed 222,000 kWh.

**4.** A farm is defined as a parcel or parcels of land owned or leased
by one or more persons (person includes partnerships, corporations, or
any legal entity capable of owning farm land) that is used primarily for
agriculture. Agriculture is defined to include the raising and
incidental primary processing of crops, pasturage, or livestock.
Incidental primary processing means those activities necessarily
undertaken to prepare agricultural products for safe and efficient
storage or shipment. All electrical loads ordinarily associated with
agriculture as defined above shall be considered as usual farm use.

Contiguous parcels of land under single‑ownership or leasehold shall be
considered to be one farm. Noncontiguous parcels of land under
single‑ownership or leasehold shall be considered as one farm unit
unless demonstrated otherwise by the owner or lessee of the parcels as
determined by BPA.

> Parcels of land may not be subdivided into a larger number of parcels
> in order to attempt to increase the number of farms. Ownership or
> leasehold interests in farms may not be changed in order to attempt to
> increase the number of farms, for example, by leases to family members
> or establishment of partnerships, corporations or similar devices.
> Acquisition of a parcel which was previously a separate farm becomes
> part of the single farm that acquired the parcel. In order for a
> noncontiguous parcel to constitute a separate farm, the farm must not
> share any equipment or labor with any other parcel and must maintain
> separate financial statements, accounting records, and tax returns as
> of May 1, 2000. Any new farms created after May 1, 2000, must submit
> an application for exchange benefits to «Customer Name» which shall
> then submit such application to BPA and such application must be
> reviewed and approved by BPA before the new farm is eligible to
> receive benefits. A number of additional factors may be used by BPA to
> determine whether noncontiguous parcels constitute one or more farms.
> These factors include but are not limited to:
>
> \(a\) use,
>
> \(b\) ownership,
>
> \(c\) control,
>
> \(d\) operating practices, and
>
> \(e\) distance between parcels.

**5.** Unused irrigation allocations may not be reallocated to other
farms or to another billing period.

**6.** The operator of a farm is required to certify to «Customer Name»
all irrigation accounts, including horsepower rating for that farm,
including all irrigation accounts commonly shared. The operator of a
farm is required to provide «Customer Name» and BPA all documentation
requested to assist in the farm determination.

**7.** This exhibit shall be revised to incorporate additional
qualifying tariff schedules, subject to BPA's determination that the
loads served under these schedules are qualified under the Northwest
Power Act.

(PS«X/LOC»- «File Name with Path».DOC) «mm/dd/yy» *{[Drafter's
Note]{.underline}: Insert date of finalized contract here}*

**Exhibit B**

**LOAD FACTOR SPECIFICATION**

Using data from the 60 months prior to the last BPA rate filing, the
monthly load factor of «Customer Name» shall be averaged over each
seasonal period in BPA's demand charge according to the formula below.
The seasonal period is all months of the year that the PF Exchange Rate
has the same demand charge.

  -------------------- ----- ------ ----- ------ --------------------------
  Load Factor          =     E      ×     N      for each month

                             D            H      
  -------------------- ----- ------ ----- ------ --------------------------

where,

> E = the sum of the monthly energy loads in the seasonal periods
> «Customer Name» filed with the Federal Energy Regulatory Commission
> (FERC) or other appropriate body for the previous 5 years.
>
> D = the sum of the monthly peak demands in the seasonal periods
> «Customer Name» filed with FERC or other appropriate body for the
> previous five years.
>
> N = the number of months in the seasonal period.
>
> H = the sum of hours in the month for all months in the seasonal
> period.

If «Customer Name» acts as an agent for another utility (Principal
Utility) the load factor for the portion of the purchase equal to the
residential load of the Principal Utility shall be determined based on
the Principal Utility's own load data.

If BPA commences billing the majority of its public agency customers on
a basis other than monthly coincidental demand, «Customer Name»'s load
factor shall be computed from the 60‑month historic data using a basis
comparable to the billing criteria applied to the majority of public
agencies.

The historic data used for load factor computation shall not be adjusted
for normal temperature or streamflow. The historic data used for load
factor computation shall only include sales to retail loads served from
«Customer Name»'s distribution system. «Customer Name» shall provide, at
BPA's request, the necessary information regarding the incidence and
timing of such sales.

(PS«X/LOC»- «File Name with Path».DOC) «mm/dd/yy» *{[Drafter's
Note]{.underline}: Insert date of finalized contract here}*

**Exhibit C**

**NEW LARGE SINGLE LOADS**

**1. NEW LARGE SINGLE LOADS** *(12/27/07 Version)*

> ***\[BEGIN Potential NLSL Options***

*[Option 1]{.underline}: Include the following if customer DOES NOT have
a POTENTIAL NLSL.*

> \(a\) **Potential NLSLs**
>
> «Customer Name» has no potential NLSLs.

*[Option 2]{.underline}: Include the following if customer has a
POTENTIAL NLSL.*

> \(a\) **Potential NLSLs**
>
> «Customer Name» has identified the following potential NLSL(s):
>
> End-use consumer name:  «\_\_\_\_\_\_\_»
>
> Facility location:  «\_\_\_\_\_\_\_»
>
> Potential load size and date anticipated:  «\_\_\_\_\_\_\_»
>
> Description of potential NLSL:  «\_\_\_\_\_\_\_»

*END Potential NLSL Options\]*

> \(b\) List of NLSLs and CF/CTs

***\[BEGIN NLSL OPTIONS***

*[Option 1]{.underline}: Include the following if customer has no
existing NLSLs.*

> \(1\) NLSLs
>
> «Customer Name» has no NLSLs.

*[Option 2]{.underline}: Include the following if customer has an
existing NLSL.*

> \(1\) NLSLs

*Include in BLOCK and SLICE/BLOCK templates:*

> «Customer Name» has an NLSL and agrees to serve the NLSL with a firm
> resource that is not already dedicated to serve its other firm end-use
> consumer loads.
>
> End--use consumer name:  «\_\_\_\_\_\_\_»
>
> Facility location:  «\_\_\_\_\_\_\_»
>
> Date load determined as an NLSL:  «\_\_\_\_\_\_\_»
>
> Description of NLSL:  «\_\_\_\_\_\_\_»
>
> Manner of service:  «\_\_\_\_\_\_\_»

*END BLOCK and SLICE/BLOCK templates.*

***\[BEGIN Renewable/Cogen Exception Options***

*[Option 1]{.underline}: Include the following if customer **has no**
onsite renewable or cogeneration facilities to apply to an NLSL:*

> \(2\) **Renewable Resource/Cogeneration Exception**
>
> «Customer Name»'s end-use consumer is not applying an on-site
> renewable resource or cogeneration facility to an NLSL.

*[Option 2]{.underline}: Include the following if customer has an onsite
renewable or cogeneration facility to apply to an NLSL.*

> \(2\) **Renewable Resource/Cogeneration Exception**
>
> *[Drafter's Note]{.underline}: Use Revision 5 to Exhibit D under
> Flathead's Subscription Contract 00PB-12172 as a template and
> coordinate with the NLSL expert and general counsel to add specific
> renewable or cogeneration resource information.*

##### END Renewable/Cogen Exception Options\]

***\[BEGIN CF/CT OPTIONS***

*[Option 1]{.underline}: Include the following if customer has no CF/CT
loads.*

> \(3\) **CF/CT Loads**
>
> «Customer Name» has no loads that were contracted for, or committed to
> (CF/CT), as of September 1, 1979, as defined in section 3(13)(A) of
> the Northwest Power Act.

*[Option 2]{.underline}: Include the following if customer has CF/CT
loads.*

> \(3\) **CF/CT Loads**
>
> The Administrator has determined that the following loads were
> contracted for, or committed to be served (CF/CT), as of September 1,
> 1979, as defined in section 3(13)(A) of the Northwest Power Act, and
> are subject to the applicable cost based rate for the rest of
> «Customer Name»'s load:
>
> End-use consumer's name:  «\_\_\_\_\_\_\_»
>
> Amount of firm energy (megawatts at 100 percent load factor)
> contracted for, or committed to, as of September 1,
> 1979:  «\_\_\_\_\_\_\_»
>
> Facility location and description:  «\_\_\_\_\_\_\_»

##### END CF/CT OPTIONS\]

(PS«X/LOC»- «File Name with Path».DOC) «mm/dd/yy» *{[Drafter's
Note]{.underline}: Insert date of finalized contract here}*

**Exhibit D**

**AVERAGE SYSTEM COST METHODOLOGY**

(PS«X/LOC»- «File Name with Path».DOC) «mm/dd/yy» *{[Drafter's
Note]{.underline}: Insert date of finalized contract here}*

**EXHIBIT E**

**SCHEDULING**

***(4/9/08 Version, revised for RPSA to delete "Scheduling for
Non-federal Resources)***

**1. SCHEDULING FEDERAL RESOURCES**

«Customer Name» is responsible for creating Electronic Tags for all
deliveries of federal power purchased under this Agreement. "Electronic
Tags" or "e-Tags" means a document describing a physical interchange
transaction and its associated participants and is the result of one or
more requests, or its successor definition as established by NERC.

**2. AFTER THE FACT**

> BPA and «Customer Name» agree to reconcile all transactions, schedules
> and accounts at the end of each month (as early as possible within the
> first 10 calendar days of the next month). BPA and «Customer Name»
> will verify all transactions per this Agreement, as to product or type
> of service, hourly amounts, daily and monthly totals, and related
> charges.

**3. REVISIONS**

> BPA may unilaterally revise this exhibit: (i) to implement changes
> that BPA determines are necessary to allow it to meet its power and
> scheduling obligations under this Agreement or (ii) to comply with
> requirements of the WECC, NAESB, or NERC, or their successors or
> assigns.
>
> Revisions are effective 45 days after BPA provides written notice of
> the revisions to «Customer Name» unless, in BPA's sole judgment, less
> notice is necessary to comply with an emergency change to the
> requirements of the WECC, NAESB, NERC, or their successors or assigns.
> In this case, BPA shall specify the effective date of such revisions.