Ti	=	Definitions
0.sec	=	The terms listed in this Section shall have the meanings set forth herein whenever the terms appear in this Agreement, whether in the singular or the plural or in the present or past tense. The plain meaning of terms not listed in this Section and otherwise used in this Agreement shall apply, unless such unlisted terms have meanings as commonly used in Good Utility Industry Practice, in which case the Good Utility Industry Practice meaning shall apply.
1.sec	=	“Actual Average Annual Output” means the actual amount of average annual Energy Output generated by the Facility during any given 24-month rolling
2.sec	=	“Availability Factor” means the number of hours the Facility was in service and ready during the preceeding twelve (12) month period to generate Energy Output in accordance with Good Utility Industry Practice, divided by 8,760 hours.
3.sec	=	“BPA Wind Turbine(s)” mean each and all of those [number, manufacturer, and size] wind turbine generators, or a reasonably acceptable replacement or substitute therefor, which constitute part of the Facility and are dedicated to producing Energy Output for sale to BPA pursuant to this Agreement.
4.sec	=	“Business Day” means each Monday through and including Friday during the term of this Agreement other than nationally recognized holidays.
5.sec	=	“Commercial Operation” means when a particular BPA Wind Turbine in the Facility is ready for regular, daily operation, has been connected to the Grid, and is capable of producing Energy Output in accordance with Good Utility Industry Practice, all as certified in writing by Seller to BPA.
6.sec	=	“Commercial Operation Date” means, with respect to a particular BPA Wind Turbine, the first day on which Commercial Operation occurs.
7.sec	=	“Commission(s)” means any of the state or Federal regulatory agencies having jurisdiction over BPA or Seller including, but not limited to, the Federal Energy Regulatory Commission (“FERC”), or successor agencies.
8.sec	=	“Completion Date” means the date when all of the BPA Wind Turbines have achieved Commercial Operation and the Conditions Precedent in Section 9(a) have been satisfied.
9.sec	=	“Conditions Precedent” has the meaning given in Section 9(a).
10.sec	=	“Contract Year” means any consecutive twelve (12) month period commencing with the Completion Date or its anniversary.
11.sec	=	“Delivery Arrangements Agreement” means an agreement between Power Business Line and the Transmission System Operator that provides for the receipt of Energy Output at the Point of Delivery and for the transmission and delivery of such Energy Output to points beyond the Point of Delivery.
12.sec	=	“Emergency” means a physical condition or situation that, in the judgment of the Transmission System Operator, affects or will affect the ability of the Grid to accept Energy Output from the Facility at the Point of Delivery.
13.sec	=	“Energy Output” means the amount of electrical energy generated by the BPA Wind Turbines and delivered at the Point of Delivery. Energy Output shall be metered in whole kilowatt-hours (kWh) by the Metering Device(s) on the high side of the transformer at the Facility Substation. Energy Output delivered to BPA at the Point of Delivery shall be deemed to be equal to the energy measured by the Metering Device(s) minus energy losses of ____ percent between the Metering Device and the Point of Delivery.
14.sec	=	“Energy Payment Rate” has the meaning ascribed in Section 7.
15.sec	=	“Event of Default” means an event as defined in Section 10 that confers a contractual right upon the non-defaulting Party to terminate the Agreement.
16.sec	=	“Facility” means the ________ Project, which includes all of the following, the purpose of which is to produce and sell electricity: Seller’s equipment, property, wind turbines, step-up transformer(s), circuit breakers, necessary electric lines to connect to the Point of Delivery, protective and associated equipment, improvements, and other tangible and intangible assets, property and access rights and contract rights reasonably necessary for the construction, operation, and maintenance of the electric wind generating facility to be located at the site specified in Section 4 that produces Energy Output being sold under this Agreement.
17.sec	=	“Facility Substation” means the facilities located at the point of intersection of the Facility Transmission Line and BPA’s ____________ transmission line.
18.sec	=	“Facility Transmission Line” means the transmission line connecting the Wind Turbines to the Point of Delivery.
19.sec	=	“First Delivery Date” means the first date on which the Interconnection Facilities are energized and capable of accepting delivery of Energy Output at the Point of Delivery.
20.sec	=	“GDPIPD” means the implicit price deflator for the gross domestic product as computed and published by the U.S. Department of Commerce. The figures to be used in this adjustment shall be those presented in the “Gross Domestic Product: First Quarter ‘Final’ Press Release” typically released in June of each calendar year by the United States Department of Commerce, Bureau of Economic Analysis. No subsequent revisions released by the United States Department of Commerce to those figures will be considered to affect or adjust the Energy Payment Rate for that particular Contract Year.
21.0.sec	=	“Good Utility Industry Practice(s)” means the practices, methods, and acts (including, but not limited to, the practices, methods, and acts engaged in or approved by a significant portion of the electric utility industry) that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with law, regulation, codes, standards, equipment manufacturer’s recommendations, reliability, safety, environmental protection, economy, and expedition. With respect to the Facility, Good Utility Industry Practice(s) include, but are not limited to, taking reasonable steps to ensure that:
21.1.sec	=	equipment, materials, resources, and supplies are available to meet the Facility’s needs;
21.2.sec	=	sufficient operating personnel are available at all times and are adequately experienced, trained and licensed as necessary to operate the Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions whether caused by events on or off the site of the Facility;
21.3.sec	=	preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable long-term and safe operation, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;
21.4.sec	=	appropriate monitoring and testing are performed to ensure equipment is functioning as designed;
21.5.sec	=	equipment is not operated in a reckless manner, or in a manner unsafe to workers, the general public, or contrary to environmental laws or regulations or without regard to defined limitations such as flood conditions, safety inspection requirements, operating voltage, current, volt-ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and/or control system limits; and
21.6.sec	=	the equipment will function properly under both normal and reasonably expected Emergency conditions at the Facility.
21.	=	[G/Z/ol/s6]
22.sec	=	“Grid” means the electrical transmission system that is beyond the Point of Delivery and controlled by the Transmission System Operator.
23.sec	=	“Inflation Adjustment Factor” shall mean a fraction, the numerator of which is the GDPIPD for the first (1st) quarter of the current calendar year and the denominator of which is the GDPIDP for the first (1st) quarter of the preceding year.
24.sec	=	“Interconnection Facilities” means all the land rights, materials, equipment, and facilities installed for the purpose of interconnecting the BPA Wind Turbines to BPA’s __________ transmission line, including, but not limited to, electrical interconnection, switching, metering, relaying, and communication and safety equipment.
25.sec	=	“Interconnection Facilities Agreement” means the Generation Interconnection Agreement between Seller and Transmission System Operator that contains the rights and obligations of the parties with respect to the interconnection of the Facility to BPA’s __________ transmission line and the methods and procedures for the safe operation and maintenance of the Interconnection Facilities.
26.sec	=	“Metering Device(s)” means the electronic kilowatt-hour meter and associated potential transformers and current transformers used to measure the Energy Output from the Facility, as described in Section 5(c)(2) and Exhibit A.
27.sec	=	“Non-Billing Dispute” means any and all disputes between the Parties other than Billing Disputes.
28.sec	=	“On-Peak Month” means any calendar months of September through and including February.
29.sec	=	“Operating Committee” means the committee comprised of one delegate each from BPA and Seller pursuant to Section 9(e) of this Agreement.
30.sec	=	“Seller’s Computer Monitoring System” means the computer-based monitoring system comprised of computer hardware, software, and private communication system extending to each BPA Wind Turbine, which system gathers, archives and reports turbine operating data.
31.sec	=	“Party” and/or “Parties” means Seller, BPA, or Seller and BPA.
32.sec	=	“Point of Delivery” means the electric system point at which Seller makes the Energy Output available to BPA.
33.sec	=	“Power Business Line” means BPA’s Power Business Line.
34.sec	=	“Seller’s Interconnection Facilities” means that portion of the Interconnection Facilities that are located outside of the boundary fence of the Facility Substation but with sufficient additional cable attached to reach to the Point of Delivery within the Facility Substation, as described in greater detail in Exhibit A.
35.sec	=	“Transmission System Operator” means BPA’s Transmission Business Line or any successor that controls and operates the Grid.
	=	[G/Z/ol-a/s35]