AGREEMENT FOR SCHEDULED OUTAGE COSTS

BETWEEN PACIFICORP AND __________________ [CUSTOMER]

This Agreement for Scheduled Outage Costs (“Outage Agreement”) made and entered into this ______ day of _________, ____ between [CUSTOMER NAME], hereinafter call “Customer,” and PacifiCorp, hereinafter called “PacifiCorp” or “Transmission Provider,” is for work to be performed by PacifiCorp to perform a scheduled outage of its transmission facilities or equipment. Hereinafter, Customer and Transmission Provider may be individually referred to as “Party” or collectively referred to as the “Parties.”

RECITALS

WHEREAS, PacifiCorp is a transmission provider which owns and operates certain facilities for the transmission of electric power and energy located in _______;

WHEREAS, Transmission Provider and Customer are parties to the [NAME OF UNDERLYING AGREEMENT], executed [DATE], and designated as [RATE SCHEDULE DESIGNATION] (the “Interconnection/Transmission Agreement”), pursuant to which Transmission Provider provides Customer with transmission service for ____________;

WHEREAS, Transmission Provider and [THIRD-PARTY CUSTOMER] (“Third-Party Customer”) are parties to the [NAME OF UNDERLYING AGREEMENT], executed [DATE], and designated as [RATE SCHEDULE DESIGNATION] (the “Third-Party Agreement”), pursuant to which Transmission Provider provides Third-Party Customer with interconnection service for __________;

WHEREAS, Transmission Provider has determined that in order to complete planned work necessary to maintain system reliability and/or complete capacity upgrades, it must schedule an outage of the following facilities: _________________;

WHEREAS, Transmission Provider gave Customer reasonable advance notice of the scheduled outage, and Customer is directly impacted by such outage; and

WHEREAS, Customer has agreed to provide compensation to Transmission Provider in order to [INSERT ACCELerate DURATION OF AND/OR postpone the commencement of] the scheduled outage according to the terms set forth herein.

NOW THEREFORE, the Parties enter into this Outage Agreement with the understanding that each mutually benefits from this Outage Agreement. The parties agree to the following:

1.	EFFECTIVE DATE AND TERMINATION

This Agreement shall become effective upon the later of (i) the date of this Agreement or (ii) the date established by the Federal Energy Regulatory Commission upon acceptance of the Agreement for filing. This Agreement shall terminate upon the later of (i) ninety (90) days following the completion of the scheduled outage and the payment by Customer of all required costs or (ii) [TERMINATION DATE].

2.	TRANSMISSION PROVIDER OBLIGATIONS

Transmission Provider agrees to [STATE WHAT PACIFICORP HAS AGREED TO DO, i.e., DELAY OUTAGE SCHEDULE OR ACCELERATE EXPECTED DURATION OF OUTAGE].

Transmission Provider’s election to accommodate Customer’s request to accelerate/postpone the scheduled outage will have the effect of [INSERT HOW TIMING AND SCOPE OF OUTAGE IMPACTED].

3.	RESPONSIBILITY FOR COSTS

In consideration of the work to be performed by Transmission Provider, Customer agrees to pay the estimated costs of $______ thirty (30) days after execution of this Agreement. This estimate includes the following actions to facilitate the accelerated/delayed outage: [STATE WHAT CUSTOMER HAS AGREED TO PAY FOR, i.e., OVERTIME FOR WORKERS OR ADDITIONAL WORKERS TO ACCELERATE DURATION OF OUTAGE].

Customer shall reimburse Transmission Provider for the actual costs to complete the work associated with the actions described above to facilitate the accelerated/delayed outage. Following completion of the outage, Transmission Provider shall calculate its actual costs directly attributable to the Customer. Transmission Provider’s actual costs shall include all direct costs plus applicable overheads. Transmission Provider will forward a copy of the calculation to Customer, along with an invoice or refund for the difference between the estimated and actual costs, ninety (90) days after completion of the outage.

Company shall keep accurate and complete accounting records in support of all cost billings and claims in accordance with generally accepted accounting principles.

4.	OUTAGE SCHEDULE

The Parties shall develop a mutually agreed to schedule for the completion of the scheduled outage.

5.	EFFECT ON THIRD-PARTY CUSTOMER

The Parties agree that the Third-Party Customer’s responsibility for costs associated with this scheduled outage will be offset by the amount of actual costs for which Customer is responsible. The parties agree that language to this effect will incorporated into the Third-Party Agreement or as an amendment thereto by the effective date of this Outage Agreement.

6.	OTHER TERMS AND CONDITIONS

Transmission Provider will perform the scheduled outage in accordance with Section(s) ___ of the Interconnection/Transmission Agreement. In addition, in all other respects, the terms and conditions of the Interconnection/Transmission Agreement control the relationship between Transmission Provider and Customer.

IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement effective as of the day and year herein above written.

PACIFICORP	____________ [CUSTOMER]

Signature	Signature

Printed Name of Signor	Printed Name of Signor

Title of Signor	Title of Signor

Date	Date

P28328

2012-08-30

p95594

PacifiCorp