20250930Application.pdf

0-10AM POWER.
RECEIVED
LISA C. LANCE SEPTEMBER 30, 2025
Corporate Counsel IDAHO PUBLIC
p UTILITIES COMMISSION
Ilance(@idahopower.com
September 30, 2025
VIA ELECTRONIC FILING
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg 8,
Suite 201-A (83714)
PO Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-25-31
Application of Idaho Power Company for Approval or Rejection of an Energy
Sales Agreement with Fossil Gulch Wind Park, LLC for the Sale and
Purchase of Electric Energy from the Fossil Gulch Wind Park
Dear Commission Secretary:
Attached for electronic filing is Idaho Power Company's ("Idaho Power")
Application in the above matter.
If you have any questions about any of the aforementioned documents, please do
not hesitate to contact me.
Very truly yours,
/, ,, (f�";,/O�
Lisa C. Lance
LCL:sg
Attachments
1221 W. Idaho St(83702)
P.O. Box 70
Boise, ID 83707

DONOVAN E. WALKER (ISB No. 5921)
LISA C. LANCE (ISB No. 6241)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
(lance ,idahopower.com
dwalker(c�idahopower.com
Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-25-31
APPROVAL OR REJECTION OF AN )
ENERGY SALES AGREEMENT WITH ) APPLICATION
FOSSIL GULCH WIND PARK, LLC FOR )
THE SALE AND PURCHASE OF ELECTRIC )
ENERGY FROM THE FOSSIL GULCH )
WIND PARK. )
Idaho Power Company ("Idaho Power" or "Company"), in accordance with Idaho
Public Utilities Commission ("Commission") Rule of Procedure' 52 and the applicable
provisions of the Public Utility Regulatory Policies Act of 1978 ("PURPA"), hereby
respectfully applies to the Commission for an order accepting or rejecting the Energy
Sales Agreement ("ESA" or "Agreement") between Idaho Power and Fossil Gulch Wind
Park, LLC ("Seller") (jointly, "Parties") under which Seller would sell and Idaho Power
Hereinafter cited as RP.
APPLICATION - 1

would purchase electric generation from the Fossil Gulch Wind Park ("Project" or
"Facility") located in Twin Falls County, Idaho, which is a PURPA Qualifying Facility
("QF").
In support of this Application, Idaho Power represents as follows:
I. BACKGROUND
1. The Project is a wind project with seven (7) 1.5 MW 77 SLE General Electric
wind turbines with a 10.5 megawatt ("MW") nameplate capacity currently delivering
energy to Idaho Power under an ESA dated September 9, 2004 ("2004 Agreement"). The
ESA was approved by the Commission in Case No. IPC-E-04-19, Order No. 29630,
issued on November 12, 2004.
2. The Agreement was amended on August 14, 2014 ("First Amendment"), to
update the Mid-Columbia Market Energy Cost definition, which was approved by
Commission Order No. 33184.
3. The 2004 Agreement expires on September 30, 2025. See Order No.
29630. In anticipation of the current ESA expiring, Idaho Power and Seller have been in
communication since 2024, regarding the process and timing for entering into a
replacement contract and Idaho Power has made multiple attempts over the intervening
months to move the process forward in order to provide sufficient time for the regulatory
review and approval process prior to the expiration of the existing contract. Unfortunately,
despite the Company's efforts to support the Project in timely pursuing a replacement
ESA as more fully described below, Seller did not accept indicative pricing, provide the
final required information, and indicate intent to execute the replacement ESA until
September 25, 2025.
APPLICATION - 2

4. Idaho Power and Seller have been communicating regarding a replacement
ESA since at least February 2024. Seller submitted a Completed Application under
Schedule 73, the Qualifying Facility Energy Sales Agreement Application, as of April 3,
2024. Idaho Power provided indicative pricing to Seller on April 30, 2024. Having received
no response from Seller and having received Commission approval of updated inputs to
the pricing methodology, Idaho Power revoked this pricing on June 26, 2024. After Seller
requested to remain in the pricing queue, Idaho Power provided updated indicative pricing
on August 6, 2024. After Seller again provided no affirmative response to this indicative
pricing, Idaho Power again provided refreshed indicative avoided cost pricing in February
2025. Seller indicated that it was interested in a replacement ESA, but was concerned
about the then-current integration charges, in light of the proposed changes to those
charges in Case No. IPC-E-25-07. In June 2025, Idaho Power provided Seller with draft
indicative pricing indicating what the integration charges would be if the proposed charges
in IPC-E-25-07 were approved by the Commission, and Seller requested a draft ESA
without explicitly accepting the draft indicative pricing. On July 1, 2025, the Commission
issued Order No. 36661 in Case No. IPC-E-25-07, approving the updated integration
costs subject to a compliance filing, and on the same day, Idaho Power confirmed with
the Seller that the updated integration costs would apply. On July 3, 2025, Idaho Power
provided a draft ESA to the Seller, and on July 8, 2025, Idaho Power confirmed there
would be no further changes to the draft ESA from its perspective.
5. Throughout this time, the upstream ownership of Seller was in flux, and the
prior owner did not want to enter into a replacement ESA but rather allow the new owner
to make the final decision. Idaho Power communicated with the prior owner and the new
APPLICATION - 3

owner of Seller on numerous occasions throughout this time, including through August
and September 2025, reiterating the urgency of the execution of a replacement ESA if
Seller planned to do so. The new owner's acquisition of Seller occurred on September
17, 2025. Idaho Power again communicated with Seller's new owner on multiple
occasions, with no response until September 25, 2025, at which point Seller indicated it
intended to execute the replacement ESA and provided the outstanding relevant
information.
6. On September 26, 2025, Idaho Power and the Seller entered into the ESA
submitted herewith as Attachment 1, which is a new contract with the same QF for a new
term with updated terms and conditions. The Parties intend the proposed ESA to replace
the 2004 Agreement, as amended, in light of its expiration. As this Facility exceeds the
current eligibility threshold for published avoided cost rates, the ESA contains prices
based on the Commission-approved incremental cost integrated resource plan avoided
cost methodology and has a two-year term in accordance with Order Nos. 33357 and
33419 issued in Case No. IPC-E-15-01. Additionally, the ESA contains wind integration
charges as directed by the Commission in Order Nos. 30488, 36661, and 36679, as well
as other provisions consistent with PURPA, FERC regulations, and the Commission's
orders directing the implementation of PURPA for the State of Idaho, including but not
limited to Commission Order Nos. 32697, 32737, and 32802 from Case No. GNR-E-11-
03.
7. Finally, as discussed further below, the Company recognizes that there is
not time for the Commission to review and consider the ESA for approval prior to the
expiration of the 2004 Agreement on September 30, 2025. As a result, the ESA will not
APPLICATION -4

become effective when the 2004 Agreement expires. To allow Seller to continue to sell
the generation from the Project to Idaho Power until the Commission issues an order on
the ESA, the Parties entered into an interim agreement ("Interim Agreement") under which
Idaho Power will accept delivery of the Project's generation from the expiration date of
the 2004 Agreement until the time the Commission has either approved or rejected the
ESA. Idaho Power will pay the Surplus Energy Price as defined in Article 7.3 of the ESA
for this generation, subject to any true-up, adjustment, or rejection of the pricing, terms
and provisions, or the contract or the Interim Agreement itself, by the Commission.
II. RELEVANT LAW
8. Pursuant to PURPA and regulations of the Federal Energy Regulatory
Commission ("FERC") implementing it, electric utilities are required to purchase power
produced by designated QFs. Under this must purchase provision, the rate a utility must
buy the power produced by the QF is generally referred to as the avoided cost rate, which
is intended to reflect the incremental cost of power to the purchasing utility, which it would
either generate itself or purchase from another source but for the purchase of power from
the QF. See 18 CFR §292.101(b)(6).
9. While FERC is tasked with developing broad federal regulations to guide
PURPA's implementation, individual state commissions are tasked with implementing
PURPA at the state level. "PURPA requires that utilities buy the power output from QF's
under a federal rate mechanism (i.e., avoided costs) that is determined and implemented
by state utility commissions." Order No. 32697 at 7.
10. Pursuant to its authority under PURPA, this Commission has established
and adopted numerous contract terms and conditions for energy sales agreements
APPLICATION - 5

entered into between regulated utilities and QFs under PURPA and developed
parameters for published and negotiated avoided cost rate calculations.
11. The Commission's seminal decisions on PURPA implementation, starting
with Order No. 32697, established, in pertinent part, project eligibility caps for access to
published avoided cost rates: a 10 average megawatts ("aMW") eligibility cap for
resources other than wind and solar; and a 100 kW cap for wind and solar resources.
See Order No. 32697 at 13-14. Order No. 32697 also confirmed use of the incremental
cost, integrated resource plan methodology for determining negotiated avoided cost rates
for a project above the published rate eligibility cap. See id. at 20-21.
12. The Commission also held that both energy and capacity should be
considered in determining avoided costs, though payments for capacity should only begin
at such time that the utility becomes capacity deficient. See Order No. 32697. If an
existing QF seeks a new contract with the utility to replace an expiring contract, the
capacity deficit date is still determined as of the date the original contract was executed,
and the QF will be entitled to immediate payment for capacity under the replacement
contract if it was being paid for capacity at the end of the prior agreement. See also Order
No. 32871.
13. Relative to QF replacement contracts, the Commission subsequently
recognized that conditions existing at the time a legally enforceable obligation was
established in the prior contract could prevent a QF from ever receiving capacity
payments, which would be inconsistent with the Commission's prior orders addressing
QF eligibility for capacity payments. See, e.g., Order No. 34200 at 4-5. As a result, the
Commission has focused on whether the utility has been relying on the QF's power
APPLICATION - 6

production to meet its capacity needs in determining whether a QF qualifies for immediate
capacity payments in a replacement contract.
14. The Commission has authorized Idaho Power to enter contracts with wind
QFs utilizing wind integration charges, as updated through Commission directed studies.
See, e.g., Order Nos. 30488, 36048, 36661, and 36679.
15. The Commission's holding in Order No. 33357 and 33419 issued in Case
No. IPC-E-15-01 provides IRP-based PURPA contracts should have a term of two years.
The Commission found that two-year terms align with the two-year planning cycle for the
Integrated Resource Planning process and that a two-year cycle better matches the
utilities' hedging and risk management practices. Order No. 33357 at 25.
III. THE PROPOSED ENERGY SALES AGREEMENT
16. The Project is currently delivering energy to Idaho Power in accordance with
the 2004 Agreement, which expires on September 30, 2025. Idaho Power and the Seller
entered into a replacement ESA on September 26, 2025, in compliance with Commission
Order No. 32697 and its progeny, which is intended to replace the 2004 Agreement and
pursuant to which the Seller would continue to sell, and the Company would continue to
purchase electric energy generated by the Project. A copy of the ESA is attached to this
Application as Attachment 1.
17. In conformity with applicable Commission orders, the proposed ESA is for
a 2-year term and contains negotiated avoided cost rates based upon the incremental
cost, integrated resource plan pricing methodology as well as the wind integration
charges directed by the Commission in Order Nos. 30488, 36661, and 36679. Monthly
APPLICATION - 7

purchase prices are comprised of the non-levelized, Base Energy Heavy Load and Light
Load components and integration charges as outlined in Appendix G of the ESA.
18. The proposed ESA contains contract provisions consistent with PURPA,
FERC regulations, and the Commission's prior orders. It should be noted, however, that
because the Project exceeds the capacity size threshold for published rates, certain terms
and conditions vary from previously approved agreements for projects eligible for
published avoided cost rates in conformity the Commission's orders and to properly
implement the negotiated rates and integration charges. The following discussion
highlights those distinct terms and also demonstrates the proposed ESA's compliance
with certain provisions that have been the focus of Commission Staff in reviewing similar
approval requests: (1) Estimated Net Energy Amounts; (2) eligibility for capacity
payments; (3) verification of avoided cost rates; and (4) conformance of Article XXIII,
Modification, with recent Commission orders.
Mechanical Availability Guaranty ("MAG")
19. Consistent with other wind ESAs, this ESA contains provisions for a MAG,
wind forecasting fees, wind integration charge, and a pricing adjustment under the MAG
provision. See Order No. 30488. The Company has collected MAG damages in the past
from projects with similar MAG provisions.
Eligibility for Capacity Payments
20. In Case No. GNR-E-11-03, the Commission held if a QF project is being
paid for capacity at the end of a contract term and enters into a replacement contract, it
will be entitled to immediate payment of capacity. See Order No. 32697 at 21-22; Order
No. 32737 at 5; and Order No. 32871. Subsequently, the Commission recognized that
APPLICATION - 8

there may be circumstances under which a QF should still qualify for immediate capacity
payments with a replacement ESA despite not receiving a separate capacity payment
under the existing/expiring contract. Under broad PURPA and Commission guidelines,
the primary question for determining capacity payment eligibility is whether or not the
operation of the QF permits the Company to avoid or deter adding future additional
capacity. See, e.g., Order No. 34200 at 4-5 and Order No. 34295 at 4-5.
21. Because the utility has been relying on the QF's power production and no
significant changes are contemplated in the replacement contract, the replacement ESA
contains payment for capacity for the entire term of the replacement contract in line with
prior Commission orders.
Verification of Avoided Cost Rates
22. Rates in the ESA were determined using the Incremental Cost Integrated
Resource Plan ("ICIRP") methodology applicable to wind projects that exceed 100 kW, in
conformity with applicable Commission orders, and consist of three components: (1) the
avoided cost of energy, (2) the avoided cost of capacity, and (3) the wind integration
charge. The non-Ievelized, heavy and light load avoided cost rates are set forth in
Appendix G of the ESA. The ESA also contains a wind integration charge as set forth in
Tariff Schedule 87. The wind integration charge is set forth in Appendix G of the ESA as
a monthly amount for each year of the contract term. See Order Nos. 36661 and 36679.
Article XXlll (Modifications)
23. In reviewing other PURPA energy sales agreements recently, the
Commission has identified a heretofore standard ESA provision, Article XXIII
Modification, that it determined required revisions to address scenarios involving Facility
APPLICATION - 9

modifications to ensure, inter alia: the modified Facility operates under a correct and
accurate contract that describes the characteristics and parameters of the modified
Facility and the rate paid to the Facility and recovered from ratepayers, starting from the
first operation date after the Facility is modified, reflect the proper and authorized rate of
the modified Facility. See, e.g., Order Nos. 35705 and 35767.
24. The proposed ESA between Idaho Power and Seller incorporates the
provisions and language recently approved by the Commission and in conformity with
Order No. 35705.
Other Pertinent Provisions
25. The Project is already interconnected and selling energy to Idaho Power
and the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for
this Project of October 1, 2025. See Appendix B. Articles IV and V of this ESA recognize
that information provided under the previous agreement may still be applicable to this
replacement ESA. As specified in the ESA, Idaho Power shall review the previously
provided information and will accept the information as previously submitted, request
updates to that information, and/or require new information to satisfy compliance with the
various requirements, including Commission approval, for the Seller to be granted a First
Energy Date and Operation Date for this replacement ESA. In addition, Idaho Power will
monitor the ongoing requirements through the full term of this ESA.
26. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. Seller
currently has a valid and active Schedule 72 Generator Interconnection Agreement, or
"GIA," with Idaho Power. PURPA QF generation must be a designated network resource
APPLICATION - 10

("DNR") to serve Idaho Power's retail load on its system. In order for the Facility to
maintain its DNR status, there must be a power purchase agreement associated with its
transmission service request in order to maintain compliance with Idaho Power's non-
discriminatory administration of its Open Access Transmission Tariff ("OATT") and
maintain compliance with FERC requirements.
27. Article XXI of the ESA provides that it will only become finally effective upon
the Commission's approval of all of the ESA's terms and conditions and finding that all
payments Idaho Power makes to the Seller for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. PROCEDURE
28. Idaho Power believes that a technical hearing is not necessary to consider
the issues presented herein and respectfully requests that this Application be processed
under Modified Procedure, i.e., by written submissions rather than by hearing. RP 201,
et seq. If, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present its testimony in such hearing.
29. The Company acknowledges that the Seller's delay in completing the
Schedule 73 contracting process has resulted in insufficient time for the Commission to
review the replacement ESA and for the regulatory approval process to be completed
prior to the expiration of the existing agreement on September 30, 2025. Because the
replacement ESA will not be finally effective until it is approved by the Commission
pursuant to Article XXI of the ESA, there will be a lapse between the expiration of the
2004 Agreement and the approval of the replacement ESA. In this regard the Company
notes that, under similar circumstances, the Commission has approved both energy and
APPLICATION - 11

capacity payments during a lapsed contract period using the Surplus Energy Price set
forth in the new contract.
30. The Company understands that a procedural schedule that would result in
a final Commission determination by September 30, 2025, is not feasible, and therefore
contemplated the need for an interim arrangement; absent alternative direction from the
Commission, the Company proposes to pay the Seller for any generation delivered from
the Facility during the lapsed contract period (September 30, 2025, until the service date
of the final order issued by the Commission) at the Surplus Energy Price as defined in
Section 7.3 of the Replacement ESA. Consistent with the approach taken in Case No.
IPC-E-21-08 (as approved by the Commission in Order No. 35067) and Case No. IPC-E-
24-09 (as approved by the Commission in Order No. 36223), the Parties have agreed
that the Company will pay for any generation delivered from the Facility during the lapsed
contract period (September 30, 2025, until the service date of the final order issued by
the Commission) at the Surplus Energy Price as defined in Section 7.3 of the
Replacement ESA subject to any true-up, adjustment, or rejection of terms and
provisions, or the contract itself, by the Commission. See September 27, 2025, Letter
Agreement provided as Attachment 2.
APPLICATION - 12

V. COMMUNICATIONS AND SERVICE OF PLEADINGS
31. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker Energy Contracts
Lisa C. Lance Idaho Power Company
Timothy E. Tatum 1221 West Idaho Street (83702)
IPC Dockets P.O. Box 70
1221 West Idaho Street (83702) Boise, Idaho 83707
P.O. Box 70 Boise, Idaho 83707 Energycontracts(c-)idahopower.com
dwalker idahopower.com
I lance(a-)idahopower.com
ttaturnCaNdahopower.com
dockets(a)idahopower.com
VI. REQUEST FOR RELIEF
32. Idaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA and Interim Agreement between Idaho Power and the Seller; and, if
accepted, (3) declaring that all payments Idaho Power makes to the Seller for purchases
of electric energy generated by the Facility will be allowed as prudently incurred expenses
for ratemaking purposes.
Respectfully submitted this 30' day of September, 2025.
/V-
Lisa C. Lance
Attorney for Idaho Power Company
APPLICATION - 13

BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-25-31
IDAHO POWER COMPANY
ATTACHMENT 1
Energy Sales Agreement

Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
-�IQAFIO R®
Energy Sales Agreement
between
Idaho Power Company
and
Fossil Gulch Wind Park, LLC
September 2025
© 2025 Idaho Power

Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
Table of Contents
Tableof Contents..............................................................................................................................i
Listof Tables ....................................................................................................................................ii
Listof Appendices............................................................................................................................ii
Article1: Definitions............................................................................................................... 1
Article 2: No Reliance on Idaho Power................................................................................. 13
Article3: Warranties ............................................................................................................ 13
Article 4: Conditions To Acceptance of Energy.................................................................... 14
Article 5: Term and Operation Date..................................................................................... 18
Article 6: Purchase and Sale of Net Energy.......................................................................... 21
Article 7: Purchase Price and Method of Payment.............................................................. 27
Article 8: Environmental Attributes ..................................................................................... 28
Article 9: Facility and Interconnection ................................................................................. 30
Article 10: Metering, Metering Communications and Scada Telemetry ............................... 30
Article11: Records ................................................................................................................. 31
Article12: Operations ............................................................................................................ 32
Article 13: Indemnification and Insurance............................................................................. 36
Article14: Force Majeure....................................................................................................... 37
Article 15: Liability; Dedication .............................................................................................. 38
Article 16: Several Obligations ............................................................................................... 39
Article17: Waiver................................................................................................................... 39
Article 18: Choice of Laws and Venue.................................................................................... 39
Article 19: Disputes and Default............................................................................................. 40
Article 20: Governmental Authorization................................................................................ 41
Article 21: Commission Order................................................................................................ 42
Article 22: Successors and Assigns......................................................................................... 42
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Article 23: Modification.......................................................................................................... 43
Article24: Taxes ..................................................................................................................... 47
Article 25: Notices and Authorized Agents ............................................................................ 47
Article 26: Additional Terms and Conditions ......................................................................... 49
Article27: Severability............................................................................................................ 51
Article 28: Counterparts......................................................................................................... 51
Article 29: Entire Agreement.................................................................................................. 51
List of Tables
Table 1
Initial Year Monthly Net Energy Amounts................................................................................. 22
List of Appendices
APPENDIX A
Generation Scheduling and Reporting
APPENDIX B
Facility and Point of Delivery
APPENDIX C
Engineers' Certifications
APPENDIX D
Forms of Liquid Security
APPENDIX E
Wind Energy Production Forecasting
APPENDIX F
Insurance Requirements
APPENDIX G
Monthly Purchase Prices
Confidential Page ii

Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
ENERGY SALES AGREEMENT (Non-Levelized)
(Wind Facility in Idaho Greater than 100 kW)
Project Name: Fossil Gulch Wind Park
Project Number:1 20251001
THIS ENERGY SALES AGREEMENT ("AGREEMENT"), entered into on as of the Effective Date
defined in Paragraph 1.13, between FOSSIL GULCH WIND PARK, LLC ("Seller'), and IDAHO
POWER COMPANY, an Idaho corporation ("Idaho Power"), hereinafter sometimes referred to
collectively as "Parties" or individually as "Party".
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a Qualifying Facility as defined in the Public
Utilities Regulatory Policies Act of 1978 ("PURPA"); and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualifying Facility.
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth,
the Parties agree as follows:
Article 1: Definitions
As used in this Agreement and the appendices attached hereto, the following terms shall have
the following meanings:
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Idaho Power Company Fossil Gulch ESA
1.1 Ad*usted Estimated Net Energy Amount—The Estimated Net Energy Amount
specified in paragraph 6.2 including any adjustments that have been made in
accordance with paragraphs 6.2.1, 6.2.2, or 6.2.3.
1.2 Authorized Agent—A person or persons specified within paragraph 25.2 of this
Agreement as being authorized and empowered, for and on behalf of the Seller, to
execute instruments, agreements, certificates, and other documents (collectively
"Documents") and to take actions on behalf of the Seller, and that Idaho Power and
its directors, officers, employees, and agents are entitled to consider and deal with
such persons as agents of the Seller for all purposes, until such time as an authorized
officer of the Seller shall have delivered to Idaho Power a notice in writing stating
that such person is and shall no longer be an agent on behalf of the Seller. Any
Documents executed by such persons shall be deemed duly authorized by the Seller
for all purposes.
1.3 Availability Shortfall Price—The current month's Market Energy Reference Price.
1.4 Calculated Net Energy Amount—A monthly estimate, prepared and documented
after the fact by the Seller, reviewed and accepted by Idaho Power, that is the
calculated monthly maximum energy deliveries (measured in kWh) for each
individual wind turbine, totaled for the Facility to determine the total energy that
the Facility could have delivered to Idaho Power during that month based upon:
1) Each wind turbine's Nameplate Capacity
2) Sufficient Prime Mover available for use by each wind turbine during the
month
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3) Reductions for:
a) incidents of Force Majeure
b) scheduled maintenance
c) incidents of Forced Outages
d) any Losses
e) Station Use concurrent with generation of Net Energy
If the duration of an event characterized as item (3) (a), (b) or (c) above (measured
on each individual occurrence and individual wind turbine) lasts for less than 15
minutes, then the event will not be considered in this calculation. The Seller shall
collect and maintain actual data to support this calculation and shall keep this data
for the term of the Agreement.
1.5 Commission —The Idaho Public Utilities Commission.
1.6 Contract Year—The period commencing each calendar year on the same calendar
date as the Operation Date and ending three hundred sixty-four (364) days
thereafter.
1.7 Delay Cure Period —One hundred twenty (120) days immediately following the
Scheduled Operation Date.
1.8 Delay Damages—Current month's Initial Year Monthly Estimated Net Energy
Amount as specified in paragraph 6.2.1 as of the Effective Date divided by the
number of days in the current month multiplied by the number of days in the Delay
Period in the current month multiplied by the current month's Delay Price.
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1.9 Delay Period—All days past the Scheduled Operation Date until the earlier of the
date (1) Seller's Facility achieves the Operation Date or (2) this Agreement is
terminated in accordance with paragraph 5.4.
1.10 Delay Price—The current month's Market Energy Reference Price.
1.11 Designated Network Resource ("DNR")—A resource that is designated for Idaho
Power network load and does not include any resource, or any portion thereof, that
is committed for sale to third parties or otherwise cannot be called upon to meet
Idaho Power's network load.
1.12 Designated Dispatch Facility— Idaho Power's Load Serving Operations, or any
subsequent group designated by Idaho Power.
1.13 Effective Date—The date upon which this Energy Sales Agreement was fully
executed by both Parties.
1.14 Environmental Attributes—Any and all credits, benefits, emissions reductions,
offsets, and allowances, howsoever entitled, attributable to the generation from the
Facility, and its avoided emission of pollutants. Environmental Attributes include but
are not limited to:
1) any avoided emission of pollutants to the air, soil or water such as sulfur
oxides ("Sox"), nitrogen oxides ("NOx"), carbon monoxide ("CO") and other
pollutants;
2) any avoided emissions of carbon dioxide ("CO2"), methane ("CH4"), nitrous
oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other
greenhouse gases ("GHGs") that have been determined by the United
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Nations Intergovernmental Panel on Climate Change, or otherwise by law, to
contribute to the actual or potential threat of altering the Earth's climate by
trapping heat in the atmosphere';
3) the reporting rights to these avoided emissions, such as REC Reporting
Rights.
REC Reporting Rights are the right of a REC purchaser to report the ownership of
accumulated RECs in compliance with federal or state law, if applicable, and to a
federal or state agency or any other party at the REC purchaser's discretion, and
include without limitation those REC Reporting Rights accruing under Section
1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or
local law, regulation or bill, and international or foreign emissions trading program.
RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of Energy. Environmental Attributes do not
include:
1) any energy, capacity, reliability, or other power attributes from the Facility or
2) production tax credits or investment tax credits associated with the
construction or operation of the Facility and other financial incentives in the
form of credits, reductions, or allowances associated with the Facility that
are applicable to a state or federal income taxation obligation,
'Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided emissions
are included in the list of Environmental Attributes,this inclusion does not create any right to use those avoided
emissions to comply with any GHG regulatory program.
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Idaho Power Company Fossil Gulch ESA
3) the cash grant in lieu of the investment tax credit pursuant to Section 1603 of
the American Recovery and Reinvestment Act of 2009, or
4) emission reduction credits encumbered or used by the Facility for
compliance with local, state, or federal operating and/or air quality permits.
1.15 Estimated Net Energy Amount—The monthly Estimated Net Energy Amount express
in kilowatt hours ("kWh") provided by the Seller in accordance with paragraph 6.2
and which may be adjusted periodically throughout the Term of this Agreement in
accordance with paragraph 6.2.1, 6.2.2, and 6.2.3.
1.16 Facility—That electric generation facility described in Appendix B of this Agreement.
1.17 Facility Nameplate Capacity—The sum of the individual Generation Unit Nameplate
Capacities that are installed at this Facility.
1.18 First Energy Date—The day commencing at 00:01 hours, Mountain Time, following
the day that Seller has satisfied the requirements of Article 4 and the Seller
requested First Energy Date.
1.19 Forced Outage—A partial or total reduction of
1) the Facility's capacity to produce and/or deliver Net Energy to the Point of
Delivery, or
2) Idaho Power's ability to accept Net Energy at the Point of Delivery for non-
economic reasons, as a result of Idaho Power or Facility:
a) equipment failure which was not the result of negligence or lack of
preventative maintenance, or
b) responding to a transmission provider curtailment order, or
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
c) unplanned preventative maintenance to repair equipment that left
unrepaired, would result in failure of equipment prior to the planned
maintenance period, or
d) planned maintenance or construction of the Facility or electrical lines
required to serve this Facility or
e) if Idaho Power determines that curtailment, interruption or reduction
of Net Energy deliveries is necessary because of line construction,
electrical system maintenance requirements, or electrical system
reliability emergencies on its system, as allowed within the GIA.
The Parties shall make commercially reasonable efforts to perform unplanned
preventative maintenance during periods of low wind availability.
1.20 Generator Interconnection Agreement ("GIA")—The interconnection agreement
that specifies terms, conditions, and requirements of interconnecting to the Idaho
Power electrical system, which will include but not be limited to all requirements as
specified by Schedule 72.
1.21 Generation Unit—A complete electrical generation system within the Facility that is
able to generate and deliver electricity to the Point of Delivery independent of other
Generation Units within the same Facility.
1.22 Heavy Load ("HL") Hours—The daily hours, applicable to energy deliveries, from
hour ending 0700 - 2200 Mountain Time, (16 hours) excluding all hours on all
Sundays, New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas.
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Idaho Power Company Fossil Gulch ESA
1.23 Inadvertent Energy— Electric energy Seller did not intend to generate.
1.24 Interconnection Facilities—All equipment specified in the GIA.
1.25 Light Load ("LL") Hours—The daily hours from hour ending 2300—0600 Mountain
Time (8 hours), plus all other hours on all Sundays, New Year's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving, and Christmas.
1.26 Losses—The loss of electrical energy expressed in kilowatt hours ("kWh") occurring
as a result of the transformation and transmission of energy between the point
where the Facility's energy is metered and the Facility's Point of Delivery. The loss
calculation formula will be as specified in Appendix B of this Agreement.
1.27 Market Energy Reference Price— Eighty-five percent (85%) of the Mid-Columbia
Market Energy Cost.
1.28 Material Breach —A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.29 Maximum Capacity Amount—The maximum capacity expressed in megawatts
("MW") of the Facility will be as specified in Appendix B of this Agreement.
1.30 Mechanical Availability—The percentage amount calculated by Seller within 5 days
after the end of each month of the Facility's monthly actual Net Energy divided by
the Facility's Calculated Net Energy Amount for the applicable month. Any damages
due as a result of the Seller falling short of the Mechanical Availability Guarantee for
each month shall be determined in accordance with paragraph 6.4.4.
1.31 Mechanical Availability Guarantee— Defined in paragraph 6.4.
1.32 Mid-Columbia Market Energy Cost— Eighty-two and four tenths percent (82.4%) of
the monthly arithmetic average of each day's Intercontinental Exchange (ICE) daily
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firm Mid-C Peak Average ("Mid-C Peak Avg") and Mid-C Off-Peak Average ("Mid-C
Off-Peak Avg") index prices. Each day's index prices will reflect the relative
proportions of peak hours and off-peak hours in the month as follows:
The Mid-Columbia Market Energy Cost actual calculation being:
In
.824 * ( 1 {(ICE Mid-C Peak AvgX * HL hours for day) +
X=1
(ICE Mid-C Off-Peak AvgX * ILL hours for day)}/ (n*24))
where n = number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices
derived from the respective averages of HL and ILL prices for the immediately
preceding and following reporting periods or days shall be substituted into the
formula stated in this definition and shall therefore be multiplied by the appropriate
respective numbers of HL and ILL Hours for such particular day or days with the
result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has only ILL Hours (for example a Sunday), the
respective averages shall use only prices reported for ILL hours in the immediately
preceding and following reporting periods or days. If the day for which prices are
not reported is a Saturday or Monday or is adjacent on the calendar to a holiday, the
prices used for HL Hours shall be those for HL hours in the nearest (forward or
backward) reporting periods or days for which HL prices are reported.
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Idaho Power Company Fossil Gulch ESA
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties
will mutually agree upon a replacement index, which is similar to the ICE Mid-C
Index. The selected replacement index will be consistent with other similar
agreements and a commonly used index by the electrical industry.
1.33 Nameplate Capacity—The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipment,
expressed in kilovolt-amperes, kilowatts, horsepower or other appropriate units.
The nameplate is usually attached to the individual machine or device. This value is
established for the term of this Agreement in Appendix B, item B-1 of this
Agreement and validated in paragraph 4.1.4 of this Agreement.
1.34 Net Energy—All of the electric energy produced by the Facility, less Station Use and
Losses, expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at
the Point of Delivery. Subject to the terms of this Agreement, Seller commits to
deliver all Net Energy to Idaho Power at the Point of Delivery for the full term of the
Agreement. Net Energy does not include Inadvertent Energy.
1.35 Operation Date— For new projects, the day commencing at 00:01 hours, Mountain
Time, following the day that all requirements of paragraph 5.2 have been completed
and after the Seller requested Operation Date. For existing projects already
delivering energy to Idaho Power under an existing energy sales agreement, the
Operation Date will be at hour beginning 00:01 on the Scheduled Operation Date
selected in Appendix B-3, provided the Commission approves the replacement
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Idaho Power Company Fossil Gulch ESA
Agreement and the Seller completes all Article 4 and Article 5 requirements prior to
the Scheduled Operation Date specified in Appendix B-3.
1.36 Point of Delivery—The location specified in the GIA and referenced in Appendix B,
where Idaho Power's and the Seller's electrical facilities are interconnected and the
energy from this Facility is delivered to the Idaho Power electrical system.
1.37 Prudent Electrical Practices—Those practices, methods and equipment that are
commonly and ordinarily used in electrical engineering and operations to operate
electric equipment lawfully, safely, dependably, efficiently, and economically.
1.38 Renewable Energy Certificate or REC—A certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable
energy by the Facility, and includes all Environmental Attributes arising as a result of
the generation of electricity associated with the REC. One REC represents the
Environmental Attributes associated with the generation of one thousand (1,000)
kWh of Net Energy.
1.39 Scheduled Operation Date—The date specified in Appendix B when Seller
anticipates achieving the Operation Date. The Scheduled Operation Date provided
by the Seller shall be a reasonable estimate of the date that the Seller anticipates
that the Seller's Facility shall achieve the Operation Date and complete Article 5
compliance items.
1.40 Station Use— Electric energy that is used to operate equipment that is auxiliary or
otherwise related to the production of electricity by the Facility.
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Idaho Power Company Fossil Gulch ESA
1.41 Sufficient Prime Mover—Wind speed that is (1) equal to or greater than the
generation unit's manufacturer-specified minimum levels required for the
generation unit to produce energy, and (2) equal to or less than the generation
unit's manufacturer-specified maximum levels at which the generation unit can
safely produce energy.
1.42 Surplus Energy—(1) All Net Energy produced by the Seller's Facility and delivered by
the Facility to the Idaho Power electrical system that exceeds the Nameplate
Capacity of the Facility. Deliveries above the Facility's Nameplate Capacity solely for
the purpose of accommodating hourly scheduling in whole MWs by a third-party
transmission provider shall not be considered Surplus Energy as described within
this paragraph 1.42 item 1 or (2) All Net Energy produced by the Seller's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation
Date.
1.43 Termination Damages—Financial damages, such as unpaid Delay Damages,
reasonable administrative and processing costs to close out this Agreement, and
possible replacement power costs if proven as termination damages that the non-
defaulting party has incurred as a result of the termination of this Agreement.
1.44 Wind Energy Production Forecast—A forecast of energy deliveries from this Facility
provided by an Idaho Power administered wind forecasting model. The Facility shall
be responsible for an allocated portion of the total costs of the forecasting model as
specified in Appendix E.
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Idaho Power Company Fossil Gulch ESA
Article 2: No Reliance on Idaho Power
2.1 Seller Independent Investigation —Seller warrants and represents to Idaho Power
that in entering into this Agreement and the undertaking by Seller of the obligations
set forth herein, Seller has investigated and determined that it is capable of
performing hereunder and has not relied upon the advice, experience or expertise of
Idaho Power in connection with the transactions contemplated by this Agreement.
2.2 Seller Independent Experts—All professionals or experts including, but not limited
to, engineers, attorneys, or accountants, that Seller may have consulted or relied on
in undertaking the transactions contemplated by this Agreement have been solely
those of Seller.
Article 3: Warranties
3.1 No Warranty by Idaho Power—Any review or acceptance to review Seller's design,
specifications, equipment, or facilities shall not be an endorsement or a
confirmation by Idaho Power and Idaho Power makes no warranties, expressed or
implied, regarding any aspect of Seller's design, specifications, equipment or
facilities, including, but not limited to, safety, durability, reliability, strength,
capacity, adequacy or economic feasibility.
3.2 Qualifying Facility Status—Seller warrants that the Facility is a "Qualifying Facility,"
as that term is used and defined in 18 C.F.R. §292.201 et seq. and Seller will take
such steps as may be required to maintain the Facility's Qualifying Facility status
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Idaho Power Company Fossil Gulch ESA
during the term of this Agreement. Seller's failure to maintain Qualifying Facility
status will be a Material Breach of this Agreement. Idaho Power reserves the right
to review the Facility's Qualifying Facility status and associated support and
compliance documents at any time during the term of this Agreement.
Article 4: Conditions To Acceptance of Energy
4.1 First Energy Date— Prior to the Effective Date of this Agreement, this Facility has
been delivering energy to Idaho Power in accordance with a Firm Energy Sales
Agreement dated September 9, 2004, and some of the requirements of this Article
are similar to the requirements of the 2004 agreement. Prior to the First Energy
Date and as a condition of Idaho Power's acceptance of deliveries of energy from
the Seller under this Agreement, Idaho Power shall review the previously provided
information and at Idaho Power's sole discretion may:
1) accept the previously provided information as meeting the requirements of
this Article,
2) require updates to the previously provided information, or
3) require the Seller to provide new information to complete the requirements
of this Article 4.1 listed below.
Prior to the First Energy Date and as a condition of Idaho Power's acceptance of
deliveries of energy from the Seller under this Agreement, Seller shall:
4.1.1 Licenses, Leases, Permits, Determinations, Approvals—Submit proof to Idaho
Power that all licenses, leases, permits, determinations, and approvals necessary
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Idaho Power Company Fossil Gulch ESA
for Seller's operations have been obtained from applicable federal, state, or local
authorities, including, but not limited to, evidence of compliance with Subpart B,
18 C.F.R. §292.201 et seq. as a certified Qualifying Facility.
4.1.2 Opinion of Counsel —Submit to Idaho Power an opinion letter signed by an
attorney admitted to practice and in good standing in the State of Idaho
providing an opinion that Seller's licenses, permits, determinations and
approvals as set forth in paragraph 4.1.1 above are legally and validly issued, are
held in the name of the Seller and, based on a reasonable independent review,
counsel is of the opinion that Seller is in substantial compliance with said permits
as of the date of the opinion letter. The opinion letter will be in a form
acceptable to Idaho Power and will acknowledge that the attorney rendering the
opinion understands that Idaho Power is relying on said opinion. Idaho Power's
acceptance of the form will not be unreasonably withheld. The opinion letter
will be governed by and shall be interpreted in accordance with the legal opinion
accord of the American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval —Confirm with Idaho Power that Commission approval of
this Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Nameplate Capacity—Submit to Idaho Power, the manufacturer's and
engineering documentation that establishes the Nameplate Capacity of each
individual Generation Unit that is included within this entire Facility. The sum of
the individual Generation Unit capacity ratings shall be equal to Facility
Nameplate Capacity. Upon receipt of this data, Idaho Power shall review the
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
provided data and determine if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific
Generation Units.
4.1.5 Completion Certificate—Submit a certificate executed by an authorized agent of
the Seller attesting that all mechanical and electrical equipment of the
designated Generation Unit has been completed to enable the Generation Unit
to begin testing and deliver Test Energy in a safe manner.
4.1.6 Insurance—Submit written proof to Idaho Power of all insurance required in
Article 13.
4.1.7 Interconnection — Provide written confirmation from Idaho Power's business unit
that administers the GIA that Seller has satisfied all interconnection, hourly
metering and testing requirements that will enable the Facility to be safely
connected to the Idaho Power electrical system.
4.1.8 Designated Network Resource ("DNR")—Confirm that the Seller's Facility has
completed all of the requirements to be an Idaho Power DNR capable of
delivering energy up to the amount of the Maximum Capacity at the Point
of Delivery.
4.1.8.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facility
must achieve DNR status prior to Idaho Power accepting any energy from
this Facility. Appendix B item 7 provides information on the initial
application process required to enable Idaho Power to determine if
network transmission capacity is available for this Facility's Maximum
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
Capacity Amount and/or if Idaho Power transmission network upgrades will
be required. The results of this study process and any associated costs will
be included in the GIA for this Facility.
4.1.8.2 At least thirty (30) days prior to the Scheduled First Energy Date and after
the Facility has completed all requirements of the GIA that enable the
Facility to come online, Idaho Power will complete the process for getting
the Seller's Facility approved as an Idaho Power DNR. If the Seller estimates
that the actual First Energy is expected to be different then the Scheduled
First Energy Date specified in Appendix B of this Agreement, the Seller must
notify Idaho Power of this revised date no later than thirty (30) days prior to
Scheduled First Energy Date. The Facility cannot deliver any energy to
Idaho Power until it is approved as a DNR and after completing all the
requirements of the GIA and complying with the requirements of
this Agreement.
4.1.9 Written Acceptance— Request and obtain written confirmation from Idaho
Power that all conditions to acceptance of energy have been fulfilled. Such
written confirmation shall be provided within a commercially reasonable time
following the Seller's request and will not be unreasonably withheld by Idaho
Power.
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
Article 5: Term and Operation Date
5.1 Term —Subject to the provisions of paragraph 5.2 below, this Agreement shall
become effective on the Effective Date and shall continue in full force and effect for
a period of two (2) Contract Years from the Operation Date, except that if the
Operation Date is granted for a date that is after the Scheduled Operation Date
identified in Appendix B, in which case the Term shall start on the Scheduled
Operation Date.
5.2 Operation Date— Prior to the Effective Date of this Agreement, this Facility has been
delivering energy to Idaho Power in accordance with a Firm Energy Sales Agreement
dated September 9, 2004, and some of the requirements of this Article are similar to
the requirements of the 2004 agreement. Prior to the Operation Date and as a
condition of Idaho Power's acceptance of deliveries of energy from the Seller under
this Agreement, Idaho Power shall review the previously provided information and
at Idaho Power's sole discretion may:
1) Accept the previously provided information as meeting the requirements of
this Article,
2) Require updates to the previously provided information, or
3) Require the Seller to provide new information to complete the requirements
of this Article 5.2 listed below.
A single Operation Date will be granted for the entire Facility and may occur only
after the Facility has achieved all of the following:
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Idaho Power Company Fossil Gulch ESA
1) The Facility is online and delivering electricity to Idaho Power at the Point of
Delivery.
2) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and
electrical testing has been completed satisfactorily and the Facility is able to
provide energy in a consistent, reliable and safe manner.
3) Engineer's Certifications—Submit an executed Engineer's Certification of
Design & Construction Adequacy and an Engineer's Certification of
Operations and Maintenance ("O&M") Policy as described in Commission
Order No. 21690. These certificates will be in the form specified in
Appendix C but may be modified to the extent necessary to recognize the
different engineering disciplines providing the certificates.
4) Seller has requested an Operation Date from Idaho Power in a
written format.
5) Seller has received written confirmation from Idaho Power of the
Operation Date.
5.3 Operation Date Delay—Seller shall cause the Facility to achieve the Operation Date
on or before the Scheduled Operation Date. Delays in the interconnection and
transmission network upgrade study, design and construction process (this includes
any delay in making the required deposit payments set forth in the Facility's GIA)
that are not caused by Idaho Power or Force Majeure events accepted by both
Parties, shall not prevent Delay Damages or Termination Damages from being due
and owing as calculated in accordance with this Agreement.
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
5.4 Termination — If Seller fails to achieve the Operation Date prior to the Scheduled
Operation Date, such failure will be a Material Breach and shall subject the Seller to
Delay Damages during the Delay Cure Period. If Seller fails to achieve an Operation
Date during the Delay Cure Period, Idaho Power may immediately terminate this
Agreement with no further notice required.
5.5 Delay Damages Billing and Payment— Idaho Power shall calculate and submit to the
Seller any Delay Damages due Idaho Power within fifteen (15) days after the end of
each month or within thirty (30) days of the date this Agreement is terminated by
Idaho Power.
5.6 Termination Damages Billing and Payment— Idaho Power shall calculate and submit
to the Seller any Termination Damages due Idaho Power within thirty (30) days after
this Agreement has been terminated. Seller shall respond within fifteen (15) days.
In the event of a dispute regarding the calculation of Termination Damages, either
party may resort to a court of competent jurisdiction.
5.7 Seller Payment—Seller shall pay Idaho Power any calculated Delay or Termination
Damages within fifteen (15) days from when Idaho Power presents these final
adjusted billings to the Seller. Final adjusted billing being the original billing
adjusted to reflect any mutually agreed to changes from the original billing. Seller's
failure to pay these damages within the specified time will be a Material Breach of
this Agreement and Idaho Power shall draw funds from the Security Deposit
provided by the Seller in an amount equal to the calculated damages.
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
5.8 Security Deposit—Within thirty (30) days of the date of a final non-appealable
Commission Order approving this Agreement as specified in Article 21, the Seller
shall post and maintain liquid security in a form as described in Appendix D equal to
or exceeding the amount specified within this Agreement as the Security Deposit
until such time as the Security Deposit is released by Idaho Power as specified in
paragraph 5.8.1. Failure to post this Security Deposit in the time specified above will
be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement. In accordance with Commission Order No. 32697 E(1)(8), this Article 5.8
shall not be required in situations where the parties are entering into a new Energy
Sales Agreement ("ESA") for an existing Qualifying Facility ("QF") project already in
commercial operation so long as the new ESA is between the same parties and there
are no material modifications to the existing QF project.
5.8.1 Security Deposit Release— Idaho Power shall release any remaining Security
Deposit provided by Seller promptly after either the Facility has achieved its
Operation Date or this Agreement has been terminated and only after all final
adjusted Delay and Termination Damages have been paid in full to Idaho Power.
Article 6: Purchase and Sale of Net Energy
6.1 Net Energy Purchase and Delivery— Except when either Party's performance is
excused as provided herein, Idaho Power will purchase and Seller will sell all of the
Net Energy to Idaho Power at the Point of Delivery. All Inadvertent Energy produced
by the Facility will also be delivered by the Seller to Idaho Power at the Point of
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
Delivery. At no time within any hour will the Seller's Facility generation deliveries to
Idaho Power exceed the Maximum Capacity Amount specified in Appendix B.
6.2 Net Energy Amounts—Seller intends to produce and deliver Net Energy in the
following monthly amounts. These amounts shall be consistent with the Mechanical
Availability Guarantee.
Table 1
Initial Year Monthly Net Energy Amounts
Month kWh
January 2,124,689
February 2,642,414
March 2,894,202
April 2,796,527
May 2,014,372
June 1,552,145
July 1,178,857
August 1,411,821
September 1,483,324
October 1,840,740
November 1,771,591
December 2,361,486
6.2.1 Seller's Adjustment of Estimated Net Energy Amounts— Prior to the Operation
Date, the Seller may revise all of the previously provided monthly Estimated Net
Energy Amounts. This revision must be submitted using the electronic portal
provided by Idaho Power if available. If portal is not available, then written
notice must be provided to Idaho Power by electronic notice (electronic mail) as
agreed to by both parties.
6.2.2 Seller's Adjustment of Estimated Net Energy Amounts After the Operation Date—
After the Operation Date, the Seller may revise any future monthly Estimated
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Idaho Power Company Fossil Gulch ESA
Net Energy Amounts by providing written notice no later than 5 PM Mountain
Standard time on the 25t" day of the month that is prior to the month to be
revised. If the 25t" day of the month falls on a weekend or holiday, then Idaho
Power must receive the revision no later than the last business day prior to the
251" day of the month. For example, if the Seller would like to revise the
Estimated Net Energy Amount for October, they would need to submit a revised
schedule no later than September 251" or the last business day prior to
September 251n
1) This revision must be submitted using the electronic portal provided by
Idaho Power if available. If portal is not available, then written notice
must be provided to Idaho Power by electronic notice (electronic mail) as
agreed to by both parties.
2) If the Seller does not update the electronic portal or provide written
notice of changes to the Estimated Net Energy Amounts, then it will be
deemed to be an election of no change from the most recently provided
monthly Estimated Net Energy Amounts. Idaho Power is unable to
accept any requested changes to the Estimated Net Energy Amounts if
the date and time that Idaho Power receives the requested change is
after the deadline.
6.2.3 Idaho Power Adjustment of Monthly Estimated Net Energy Amounts— If Idaho
Power is excused from accepting the Seller's Net Energy as specified in
paragraph 12.2.1 or if the Seller declares a Suspension of Energy Deliveries as
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Docusign Envelope ID:7DA4D F9B-0439-46E 1-8934-D2 DOB 1 C8F9A6
Idaho Power Company Fossil Gulch ESA
specified in paragraph 12.3.1 and the Seller's declared Suspension of Energy
Deliveries is accepted by Idaho Power, the monthly estimated Net Energy
amount as specified in paragraph 6.2 for the specific month in which the
reduction or suspension under paragraph 12.2.1 or 12.3.1 occurs will be
temporarily reduced in accordance with the following and only for the actual
month in which the event occurred:
NEA = Current Month's Estimated Net Energy Amount
(Paragraph 6.2)
SGU = a) If Idaho Power is excused from accepting the
Seller's Net Energy as specified in paragraph
12.2.1 this value will be equal to the percentage
of curtailment as specified by Idaho Power
multiplied by the TGU as defined below.
b) If the Seller declares a Suspension of Energy
Deliveries as specified in paragraph 12.3.1 this
value will be the sum of the individual
Generation Units size ratings as specified in
Appendix B that are impacted by the
circumstances causing the Seller to declare a
Suspension of Energy Deliveries.
TGU = Sum of all of the individual generator ratings of the
Generation Units at this Facility as specified in Appendix
B of this agreement.
Actual hours the Facility's Net Energy deliveries were
either reduced or suspended under paragraph 12.2.1 or
RSH = 12.3.1
TH = Actual total hours in the current month
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Idaho Power Company Fossil Gulch ESA
Resulting formula being:
Adjusted
Estimated — NEA ( SGiT X NEA) X ( RSH l
Net Energy (\ TGIJ \ TH l)
Amount
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus
Energy calculations for only the specific month in which Idaho Power was excused
from accepting the Seller's Net Energy or the Seller declared a Suspension of Energy
Deliveries.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent (10%) of the sum of the
Initial Year Monthly Net Energy Amounts as specified in paragraph 6.2.1 shall
constitute an event of default.
6.4 Mechanical Availability Guarantee—After the Operational Date has been
established, the Facility shall achieve a minimum monthly Mechanical Availability of
85%for the Facility for each month during the full term of this Agreement (the
"Mechanical Availability Guarantee"). Failure to achieve the Mechanical Availability
Guarantee shall result in Idaho Power calculating damages as specified in paragraph
6.4.4.
6.4.1 Seller shall provide, within five (5) business days following any full calendar
month during the Term of this Agreement, a Monthly Power Production and
Availability Report (Appendix A) and Seller shall provide and certify with such
report the calculation of the Facility's current month's Mechanical Availability.
The Seller shall include a summary of all information used to calculate the
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Calculated Net Energy Amount including but not limited to:
1) Forced Outages
2) Force Majeure events
3) Wind speeds and the impact on generation output
4) Scheduled maintenance and Station Use information
6.4.2 The Seller shall maintain and retain for the entire length of this Agreement
detailed documentation supporting the monthly calculation of the Facility's
Mechanical Availability.
6.4.3 Idaho Power shall have the right to review and audit the documentation
supporting the calculation of the Facility's Mechanical Availability at reasonable
times at the Seller's offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical
Availability Guarantee, damages shall be equal to:
The month's Calculated Net Energy Amount minus the month's actual Net
Energy delivers multiplied by the Availability Shortfall Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current
month's energy payment. If an unpaid balance remains after the damages are
offset against the energy payment, the Seller shall pay in full the remaining
balance within fifteen (15) days of the date of the invoice.
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Article 7: Purchase Price and Method of Payment
7.1 Heavy Load Purchase Price— For all Net Energy received during HL Hours,
Idaho Power will pay the non-levelized HL Purchase Price as specified in Appendix G.
7.2 Light Load Purchase Price— For all Net Energy received during ILL Hours, Idaho Power
will pay the non-levelized ILL Purchase Price as specified in Appendix G.
7.3 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the
current month's Market Energy Reference Price or Light Load Purchase Price,
whichever is lower.
7.4 Payment Due Date— Undisputed payments for Net Energy, less the Wind Energy
Production Forecasting Monthly Cost Allocation ("MCA") described in Appendix E,
and any other payments due Idaho Power, will be disbursed to the Seller within
thirty (30) days of the date which Idaho Power receives and accepts the Monthly
Power Production and Availability Report required by paragraph 6.4.1.
7.5 Continuing Jurisdiction of the Commission -This Agreement is a special contract and,
as such, the rates, terms and conditions contained in this Agreement will be
construed in accordance with Idaho Power Company v. Idaho Public Utilities
Commission and Afton Energy, Inc., 107 Idaho 781, 693 P.2d 427 (1984), Idaho
Power Company v. Idaho Public Utilities Commission, 107 Idaho 1122, 695 P.2d 1
261 (1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idaho 925, 729 P.2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18 CFR
§292.303-308.
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Article 8: Environmental Attributes
8.1 Idaho Power will be granted ownership of fifty percent (50%) of all Environmental
Attributes associated with the Facility and Seller will likewise retain fifty percent
(50%) ownership of all Environmental Attributes associated with the Facility. Title to
fifty percent (50%) of the Environmental Attributes shall pass to Idaho Power when
the transfer of title of the associated Surplus Energy or Net Energy to Idaho Power
occurs. Idaho Power's title to fifty percent (50%) of the Environmental Attributes
shall expire at the end of the term of this Agreement, unless the Parties agree to
extend in future agreements. If after the Effective Date and during the term of this
Agreement any additional Environmental Attributes or similar environmental value
is created by legislation, regulation, or any other action, including but not limited to,
carbon credits and carbon offsets, Idaho Power shall be granted ownership of fifty
percent (50%) of these additional Environmental Attributes or environmental values
that are associated with the Net Energy delivered by the Seller to Idaho Power.
Seller shall use prudent and commercially reasonable efforts to ensure that any
operations of the Facility do not jeopardize the current or future Environmental
Attribute status of this solar generation Facility.
8.2 The Parties shall cooperate to ensure that all Environmental Attribute certifications,
rights and reporting requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually
cooperate to enable Idaho Power's Environmental Attributes from this Facility to
be placed into Idaho Power's Western Renewable Energy Generation
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Information System ("WREGIS") account or any other Environment Attribute
accounting and tracking system selected by the Idaho Power. The Seller at the
Seller's sole expense will be responsible to establish and maintain the Seller's
WREGIS or other Environmental Attribute account and/or system that enables
the creation of the Environmental Attribute certificates associated with this
Facility and the transfer of fifty percent (50%) of the Environmental Attributes to
Idaho Power for the Term of this Agreement. If the Environmental Attribute
accounting and tracking system initially selected by Idaho Power is materially
altered or discontinued during the Term of this Agreement, the Parties shall
cooperate to identify an appropriate alternative Environmental Attribute
accounting and tracking process and enable the Environmental Attributes to be
processed through this alternative method.
8.2.2 Each Party shall only report under Section 1605(b) of the Energy Policy Act of
1992 or under any applicable program the fifty percent (50%) of the
Environmental Attributes that such party owns and shall refrain from reporting
the Environmental Attributes owned by the other Party.
8.2.3 If Idaho Power requests additional Environmental Attribute certifications beyond
what is provided by the WREGIS process the Seller shall use its best efforts to
obtain any Environmental Attribute certifications required by Idaho Power for
those Environmental Attributes delivered to Idaho Power from the Seller. If the
Seller incurs cost, as a result of Idaho Power's request, and if the additional
certification provides benefits to both parties, the Parties shall share the costs in
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proportion to the additional benefits obtained. If Idaho Power elects to obtain
its own certifications, then Seller shall fully cooperate with Idaho Power in
obtaining such certification.
Article 9: Facility and Interconnection
9.1 Design of Facility—Seller will design, construct, install, own, operate and maintain
the Facility and any Seller-owned interconnection facilities so as to allow safe and
reliable generation and delivery of Net Energy and Inadvertent Energy to the Idaho
Power Point of Delivery for the full term of the Agreement in accordance with
the GIA.
Article 10: Metering, Metering Communications and Scada Telemetry
10.1 Metering— Idaho Power shall, provide, install, and maintain metering equipment
needed for metering the electrical energy production from the Facility. The metering
equipment will be capable of measuring, recording, retrieving, and reporting the
Facility's hourly gross electrical energy production, Station Use, maximum energy
deliveries (kW) and any other electricity measurements at the Point of Delivery that
Idaho Power needs to administer this Agreement and integrate this Facility's
electricity delivered to the Idaho Power electrical system. Specific equipment,
installation details and requirements for this metering equipment will be established
in the GIA process and documented in the GIA. Seller shall be responsible for all
initial and ongoing costs of this equipment as specified in Schedule 72 and the GIA.
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10.2 Metering Communications—Seller shall, at the Seller's sole initial and ongoing
expense, arrange for, provide, install, and maintain dedicated metering
communications equipment capable of transmitting the metering data specified in
paragraph 10.1 to Idaho Power in a frequency, manner, and form acceptable to
Idaho Power. Seller shall grant Idaho Power sole control and use of this dedicated
metering communications equipment. Specific details and requirements for this
metering communications equipment will be established in the GIA process and
documented in the GIA.
10.3 Supervisory Control and Data Acquisition ("SCADA")Telemetry— In addition to the
requirements of paragraph 10.1 and 10.2, Idaho Power may require telemetry
equipment and telecommunications which will be capable of providing Idaho Power
with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
Inadvertent Energy production in a form acceptable to Idaho Power. Seller shall
grant Idaho Power sole control and use of this dedicated SCADA and
telecommunications equipment. Specific details and requirements for this SCADA
Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 and the GIA.
Article 11: Records
11.1 Maintenance of Records—Seller shall maintain monthly records at the Facility or
such other location mutually acceptable to the Parties. These records shall include
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total generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and
maximum hourly generation (kW) and be recorded in a form and content acceptable
to Idaho Power. Monthly records shall be retained for at a minimum one year after
termination of the Agreement.
11.2 Inspection — Either Party, after reasonable notice to the other Party, shall have the
right, during normal business hours, to inspect and audit any or all records
pertaining to the Seller's Facility generation, Net Energy, Station Use, Surplus
Energy, Inadvertent Energy and maximum generation (kW) records pertaining to the
Seller's Facility.
Article 12: Operations
12.1 Communications— Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance
with the GIA.
12.2 Acceptance of Energy—
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or
accepting Inadvertent Energy which would have otherwise been produced by the
Facility and delivered by the Seller to the Point of Delivery:
1) If generation deliveries are interrupted due to an event of Force Majeure
or Forced Outage.
2) If interruption of generation deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. §292.304
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3) If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within
the GIA.
4) If Idaho Power determines that curtailment, interruption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent
Electrical Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho
Power's equipment, personnel or service to its customers, Idaho Power may
temporarily disconnect the Facility from Idaho Power's transmission/distribution
system as specified within the GIA or Schedule 72 or take such other reasonable
steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the
Point of Delivery in an amount that exceeds the Maximum Capacity Amount at
any moment in time. Seller's failure to limit deliveries to the Maximum Capacity
Amount will be a Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the generation from this Facility and is not
excused from accepting the Facility's generation, Idaho Power's damages shall
be limited to only the value of the estimated electricity that Idaho Power was
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unable to accept valued at the applicable energy prices specified in this
Agreement. Idaho Power will have no responsibility to pay for any other costs,
lost revenue, or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energy Deliveries—
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a
Declared Suspension of Energy Deliveries, Seller shall, after giving notice as
provided in paragraph 12.3.2 below, temporarily reduce deliveries of Net Energy
(kW) to Idaho Power from the Facility to not exceed the reduced energy
deliveries (kW) stated by the Seller in the initial declaration for a period of not
less than forty-eight (48) hours ("Declared Suspension of Energy Deliveries").
The Seller's Declared Suspension of Energy Deliveries will begin at the start of
the next full hour following the Seller's telephone notification as specified in
paragraph 12.3.2 and will continue for the time as specified in the written
notification provided by the Seller. In the month(s) in which the Declared
Suspension of Energy occurred, the Estimated Net Energy Amount will be
adjusted as specified in paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as
provided in paragraph 12.3.1, the Seller will notify the Designated Dispatch
Facility by telephone. The beginning hour of the Declared Suspension of Energy
Deliveries will be at the earliest the next full hour after making telephone
contact with Idaho Power. The Seller will, within twenty four (24) hours after the
telephone contact, provide Idaho Power a written notice in accordance with
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Article 25 that will contain the beginning hour and expected duration of the
Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the
reduced level (kW) of energy deliveries the Facility is requesting that will be set
as the maximum energy deliveries to Idaho Power for the duration of the
Declared Suspension of Energy Delivery event (not less than 48 hours). Idaho
Power will review the documentation provided by the Seller to determine Idaho
Power's acceptance of the described Forced Outage as qualifying for a Declared
Suspension of Energy Deliveries as specified in paragraph 12.3.1. Idaho Power's
acceptance of the Seller's Forced Outage as an acceptable Forced Outage will be
based upon the clear documentation provided by the Seller that the Forced
Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance—On or before January 315t of each calendar year, Seller
shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and Idaho Power and Seller shall mutually agree
as to the acceptability of the proposed schedule. If the Seller intends to perform
planned maintenance at approximately the same time every year, the Seller may
submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such
time as the Seller notifies Idaho Power of a change to this schedule. The Parties
determination as to the acceptability of the Seller's timetable for scheduled
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maintenance will take into consideration Prudent Electrical Practices, Idaho Power
system requirements, and the Seller's preferred schedule. Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Idaho Power Maintenance Information — Upon receiving a written request from the
Seller, Idaho Power shall provide publicly available information with regard to Idaho
Power planned maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment— Idaho Power will make a reasonable attempt to
contact the Seller prior to interrupting the interconnection or curtailing deliveries
from the Seller's Facility. Seller understands that in the case of emergency
circumstances, real time operations of the electrical system, and/or unplanned
events, Idaho Power may not be able to provide notice to the Seller prior to
interruption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
Article 13: Indemnification and Insurance
13.1 Indemnification— Each Party shall agree to hold harmless and to indemnify the other
Party, its officers, agents, affiliates, subsidiaries, parent company and employees
against all loss, damage, expense and liability to third persons for injury to or death
of person or injury to property, proximately caused by the indemnifying Party's
1) construction, ownership, operation or maintenance of, or by failure of, any of
such Party's works or facilities used in connection with this Agreement, or
2) negligent or intentional acts, errors or omissions.
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The indemnifying Party shall, on the other Party's request, defend any suit asserting
a claim covered by this indemnity. The indemnifying Party shall pay all documented
costs, including reasonable attorney fees that may be incurred by the other Party in
enforcing this indemnity.
13.2 Insurance— During the term of this Agreement, Seller shall secure and continuously
carry insurance as specified in Appendix F.
Article 14: Force Majeure
14.1 Force Majeure—As used in this Agreement, "Force Majeure" or "an event of Force
Majeure" means any cause beyond the control of the Seller or of Idaho Power
which, despite the exercise of due diligence, such Party is unable to prevent or
overcome. Force Majeure includes, but is not limited to, acts of God, fire, flood,
storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, lightning, epidemics, sabotage, or changes in law or regulation
occurring after the effective date, which, by the exercise of reasonable foresight
such party could not reasonably have been expected to avoid and by the exercise of
due diligence, it shall be unable to overcome. Fluctuations and/or changes of the
motive force and/or the fuel supply are not events of Force Majeure. If either Party
is rendered wholly or in part unable to perform its obligations under this Agreement
because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
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1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice
describing the particulars of the occurrence.
2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
3) No obligations of either Party which arose before the occurrence of the Force
Majeure event, and which could and should have been fully performed
before such occurrence shall be excused as a result of such occurrence.
Article 15: Liability; Dedication
15.1 Limitation of Liability— Nothing in this Agreement shall be construed to create any
duty to, any standard of care with reference to, or any liability to any person not a
Party to this Agreement. Neither Party shall be liable to the other for any indirect,
special, consequential, nor punitive damages, except as expressly authorized by
this Agreement.
15.2 Dedication— No undertaking by one Party to the other under any provision of this
Agreement shall constitute the dedication of that Party's system or any portion
thereof to the Party or the public or affect the status of Idaho Power as an
independent public utility corporation or Seller as an independent individual
or entity.
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Article 16: Several Obligations
16.1 Several Obligations— Except where specifically stated in this Agreement to be
otherwise, the duties, obligations and liabilities of the Parties are intended to be
several and not joint or collective. Nothing contained in this Agreement shall ever be
construed to create an association, trust, partnership, or joint venture or impose a
trust or partnership duty, obligation or liability on or with regard to either Party.
Each Party shall be individually and severally liable for its own obligations under
this Agreement.
Article 17: Waiver
17.1 Waiver—Any waiver at any time by either Party of its rights with respect to a
default under this Agreement or with respect to any other matters arising in
connection with this Agreement shall not be deemed a waiver with respect to any
subsequent default or other matter.
Article 18: Choice of Laws and Venue
18.1 State of Idaho Laws—This Agreement shall be construed and interpreted in
accordance with the laws of the State of Idaho without reference to its choice of
law provisions.
18.2 Venue— For any litigation arising out of or related to this Agreement will lie in the
District Court of the Fourth Judicial District of Idaho in and for the County of Ada.
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Article 19: Disputes and Default
19.1 Disputes—All disputes related to or arising under this Agreement, including, but not
limited to, the interpretation of the terms and conditions of this Agreement, will be
submitted to the Commission for resolution.
19.2 Notice of Default
19.2.1 Defaults - If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the
sixty (60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a
commercially reasonable time but not within such sixty (60) day period and then
fails to diligently pursue such cure, then, the non-defaulting Party may, at its
option, terminate this Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches—The notice and cure provisions in paragraph 19.2.1 do not
apply to defaults identified in this Agreement as Material Breaches. Material
Breaches must be cured as expeditiously as possible following occurrence of the
breach, but shall not in any event give rise to any rights or remedies pursuant to
an event of Default as set forth in paragraph 19.2.1 on the part of the non-
defaulting Party prior to the sixty (60) day period specified in paragraph 19.2.1
unless the defaulting Party ceases to pursue curing such Material Breach.
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Material Breaches shall also be subject to any notice and cure provisions
expressly provided for in this Agreement with respect to such Material Breaches.
19.3 Operation Date Requirements— Prior to the Operation Date and thereafter for the
full term of this Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance— Evidence of compliance with the provisions of paragraph 13.2.
If Seller fails to comply, such failure will be a Material Breach and may only be
cured by Seller supplying evidence that the required insurance coverage has
been replaced or reinstated.
19.3.2 Reserved.
19.3.3 Licenses/Leases/Permits/Determinations— During the full term of this
Agreement, Seller shall maintain compliance with all leases, permits, licenses
and determinations described in paragraph 4.1.1 of this Agreement. In addition,
Seller will supply Idaho Power with copies of any new or additional permits,
licenses or determinations. If at any time Seller fails to maintain compliance
with the leases, permits, licenses and determinations described in paragraph
4.1.1 or to provide the documentation required by this paragraph, such failure
will be an event of default and may only be cured by Seller submitting to Idaho
Power evidence of compliance from the permitting agency.
Article 20: Governmental Authorization
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having
control over either Party of this Agreement.
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Article 21: Commission Order
21.1 Commission Order— Idaho Power shall file this Agreement for its acceptance or
rejection by the Commission. This Agreement shall only become finally effective
upon the Commission's approval of all terms and provisions hereof without change
or condition and declaration that all payments to be made to Seller hereunder shall
be allowed as prudently incurred expenses for ratemaking purposes.
Article 22: Successors and Assigns
22.1 This Agreement shall be binding upon and inure to the benefit of the respective
successors and assigns of the Parties hereto. Neither this Agreement nor any rights
or obligations of either Party hereunder may be assigned, in whole or in part, by
operation of law or otherwise, without the prior written consent of both Parties,
which consent shall not be unreasonably withheld. Any party with which Idaho
Power may consolidate, merge, convey or transfer substantially all of its electric
utility assets, shall automatically, without further act, and without need of consent
or approval by the Seller, succeed to all of Idaho Power's rights, obligations and
interests under this Agreement. Any purported assignment in derogation of the
foregoing shall be void. This Article shall not prevent a financing entity with
recorded or secured rights from exercising all rights and remedies available to it
under law or contract. Idaho Power shall have the right to be notified by the
financing entity that it is exercising such rights or remedies.
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Article 23: Modification
23.1 No later than the First Energy Date, the Seller will provide Idaho Power with an "as-
built" description of the Facility in the form set forth in Appendix B.
23.2 The Seller will not modify the Facility from the description set forth in Appendix B
without prior notification to Idaho Power. A proposed modification to the Facility
that would change the Facility as described in Appendix B is referred to herein as a
"Proposed Facility Modification." Proposed Facility Modification does not include
additions or expansions to the Facility that result in an increase to the Maximum
Capacity Amount, which are addressed in paragraph 23.6. The Seller may not begin
construction of any Proposed Facility Modification(s) unless and until the following
requirements have been met:
1) Seller has promptly notified Idaho Power of the Proposed Facility
Modification(s) prior to initiating the modification design, specification,
purchasing and construction process.
2) Seller has provided Idaho Power with detailed plans regarding the Proposed
Facility Modification(s), including proposed revisions to the as-built
description of the Facility set forth in Appendix B.
3) The Proposed Facility Modification has been reviewed by Idaho Power and a
determination made to either pursue an amendment as a Proposed Facility
Modification pursuant to paragraphs 23.3 and 23.4 or as an expansion or
additional project pursuant to paragraph 23.6.
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23.3 Idaho Power will review any Proposed Facility Modification(s) and "as-built"
descriptions to determine whether an amendment of the Agreement is appropriate
as set forth in paragraph 23.4. In reviewing any Proposed Facility Modification(s) or
actual modifications reflected in the as-built description, Idaho Power shall consider
the following information:
1) The nature, scope, and extent of the proposed or actual modification(s),
2) The impact, if any, on the applicable avoided cost rates or other relevant
terms and conditions,
3) Such other information as may reasonably be necessary including the effect
on any other provisions hereof which may be impacted by the proposed or
actual modification.
Proposed modifications could result in several possible actions including but not
limited to no change to Appendix B, and thus no further action; an amendment to
conform Appendix B to the modified Facility; an amendment to adjust the pricing
and other relevant terms and conditions; or a termination and new Agreement.
23.4 Based on its review, Idaho Power, at its sole determination in accordance with the
provisions of the Public Utility Regulatory Policies Act of 1978 and any amendments
thereto ("PURPA") and subject to Commission approval, may choose to enter into an
amendment of the Agreement to adjust the pricing or other relevant terms and
conditions as necessary, including Appendix B.
23.4.1 If Idaho Power determines that it is appropriate to revise the Agreement, the
Parties will enter into a written amendment to the Agreement revising the
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relevant terms, conditions, description in Appendix B, and, if necessary, pricing,
referred to herein as the "Facility Modification Amendment". The Facility
Modification Amendment will be submitted to the Commission for approval. If
the pricing is adjusted, the Parties will agree on and include in the amendment a
pricing true-up mechanism to ensure that the correct rates apply to the modified
Facility from the completion date of the modification.
23.4.2 If the Commission determines that the Proposed Facility Modification would
require termination of the Agreement, the Seller may abandon the Proposed
Facility Modification or accept the termination. If the Seller accepts the
termination, Seller will be responsible for Termination Damages, if any, and the
Parties may negotiate a new agreement based on the Facility as modified.
23.5 In addition to prior notification of any modifications to the Facility from the
description set forth in Appendix B, no later than thirty (30) days following the date
of substantial completion of such modification, and prior to the first Operation Date
of such modification, Seller must provide Idaho Power with an "as-built" description
of the modified Facility in the form set forth in Appendix B of this Agreement;
provided that the Facility, as reflected in the "as-built" description to be provided
under this paragraph, may not deviate from the Facility Modification Amendment,
except, in each case, to the extent such further modification(s) are authorized under
a subsequent written amendment to this Agreement that is executed by the Parties
and approved by the Commission. If the "as-built" description deviates from the
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then-approved Appendix B, Idaho Power will review it and follow the process
described in paragraphs 23.3 and 23.4.
23.6 Idaho Power is not required to purchase any Net Energy above the Maximum
Capacity Amount. If Seller builds an expansion or additional project such that the
expansion, or additional project would be deemed a single Qualified Facility or the
same site under FERC regulations, Seller may not require Idaho Power (and Idaho
Power will have no obligation to purchase pursuant to this Agreement) the output of
any such expansion, or additional facility under the terms, conditions and prices in
this Agreement. Instead, Seller may exercise any rights to enter into a new
agreement for the sale of such incremental energy from such additional facility that
is a Qualified Facility under then-applicable laws and regulations.
23.7 Idaho Power is not obligated to and shall not make any incremental payment to
Seller as a result of any modification, addition, or expansion of the Facility if such
modification was not authorized and approved by the Commission pursuant to the
provisions of this Article 23. Should the Seller modify, construct additions, and/or
expand the Facility without notification to Idaho Power nor the authorization and
approval of the Commission pursuant to the provisions of this Article 23, any
incremental payments to Seller resulting from and subsequent to the modification,
addition, and/or expansion of the Facility that deviate from the description in
Appendix B shall be unauthorized and immediately due and owing back to Idaho
Power. Failure to repay, or reasonably offset future payments made to Seller
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designed to repay and recoup any unauthorized payment amounts will be deemed a
material breach of this Agreement.
23.8 No modification to this Agreement shall be valid unless it is in writing and signed by
both Parties and subsequently approved by the Commission.
Article 24: Taxes
24.1 Each Party shall pay before delinquency all taxes and other governmental charges
which, if failed to be paid when due, could result in a lien upon the Facility or the
Interconnection Facilities.
Article 25: Notices and Authorized Agents
25.1 Notices—All written notices under this Agreement shall be directed as follows and
shall be considered delivered when faxed, e-mailed and confirmed with deposit in
the U.S. Mail, first-class, postage prepaid, as follows:
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To Seller:
Original document to:
Fossil Gulch Wind Park, LLC
Olivier Duguet, CEO
c/o Erik Malinowski
Fredrickson & Byron, P.A.
60 South Sixth Street, Suite 1500
Minneapolis, MN 55402-4400
Email: [e-mail]
Electronic copy of document to:
Eric Malinowski, Fredrickson & Byron
Email: [e-mail]
Christopher Moore,The Blue Circle America
Email: [e-mail]
Olivier Duguet, Fossil Gulch Wind Park
Email: [e-mail]
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail: [e-mail]
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Either Party may change the contact person and/or address information listed
above, by providing written notice from an authorized person representing the
Party.
25.2 Authorized Agent(s)
Name Title
Olivier Duguet CEO, The Blue Circle America
Christopher Moore Advisor, The Blue Circle America
The Seller may modify the Authorized Agents by requesting and completing an
Authorized Agent form provided by Idaho Power. This document will include the
requested changes and require signature(s) from an authorized party of the Seller.
Article 26: Additional Terms and Conditions
26.1 Equal Employment Opportunities— Idaho Power is an equal opportunity employer
and federal contractor or subcontractor. The parties shall abide by the requirements
of 41 CFR 60-741.5(a), as applicable. This regulation prohibits discrimination against
qualified individuals on the basis of disability and requires affirmative action by
covered prime contractors and subcontractors to employ and advance in
employment qualified individuals with disabilities. The parties shall also abide by the
requirements of 41 CFR 60-300.5(a), as applicable. This regulation prohibits
discrimination against qualified protected veterans and requires affirmative action
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by covered prime contractors and subcontractors to employ and advance in
employment qualified protected veterans.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
1) Submitted an interconnection application for this Facility and is in
compliance with all payments and requirements of the interconnection
process.
2) Acknowledged responsibility for all interconnection costs and any costs
associated with acquiring adequate firm transmission capacity to enable the
project to be classified as an Idaho Power DNR. If final interconnection or
transmission studies are not complete at the time the Seller executes this
Agreement, the Seller understands that the Seller's obligations to pay Delay
and Termination Damages associated with the project's failure to achieve the
Operation Date by the Scheduled Operation Date as specified in this
Agreement is not relieved by final interconnection or transmission costs,
processes or schedules.
26.3 This Agreement includes the following appendices, which are attached hereto and
included by reference:
Appendix A—Generation Scheduling and Reporting
Appendix B—Facility and Point of Delivery
Appendix C—Engineers' Certifications
Appendix D—Forms of Liquid Security
Appendix E—Wind Energy Production Forecasting
Appendix F—Insurance Requirements
Appendix G—Monthly Purchase Prices
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Article 27: Severability
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall
not affect the validity or enforceability of any other terms or provisions and this
Agreement shall be construed in all other respects as if the invalid or unenforceable
term or provision were omitted.
Article 28: Counterparts
28.1 This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same
instrument.
Article 29: Entire Agreement
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the
subject matter hereof and supersedes all prior or contemporaneous oral or written
agreements between the Parties concerning the subject matter hereof.
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IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be
executed in their respective names on the dates set forth below:
Idaho Power Company Fossil Gulch Wind Park, LLC
By 27a.,, N. hdcj .o..,, By � \A, t r v
Ryan Adelman Olivier Duguet
Vice President of Power Supply CEO
Dated 9/26/2025 Dated 9/25/2025
Idaho Power Seller
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APPENDIX A
Generation Scheduling and Reporting
A—1 Monthly Power Production and Availability Report
a) At the end of each month the following required documentation will be
submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
Email: [e-mail]
The meter readings required on this report will be the readings on the Idaho Power Metering
Equipment measuring the Facility's total energy production delivered to Idaho Power and
Station Usage and the maximum generated energy (kW) as recorded on the Metering
Equipment and/or any other required energy measurements to adequately administer this
Agreement. This document shall be the document to enable Idaho Power to begin the energy
payment calculation and payment process. The meter readings on this report shall not be used
to calculate the actual payment, but instead will be a check of the automated meter reading
information that will be gathered as described in item A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND AVAILABILITY REPORT
Month Year
Project Name Project Number:
Address Phone Number:
City State Zip
Net Facility Station Station Metered
Output Usage Usage Maximum Generation
Meter Number:
End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference:
Times Meter Constant: Net Generation
kWh for the Month:
Metered Demand:
Mechanical Availability Guarantee
Seller Calculated Mechanical Availability
As specified in this Agreement,the Seller shall include with this monthly report a summary statement of the
Mechanical Availability of this Facility for the calendar month. This summary shall include details as to how the
Seller calculated this value and summary of the Facility data used in the calculation. Idaho Power and the Seller
shall work together to mutually develop a summary report that provides the required data. Idaho Power
reserves the right to review the detailed data used in this calculation as allowed within the Agreement.
Signature Date
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A-2 Automated Meter Reading Collection Process
Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the monthly meter reading information from the Idaho Power provided Metering Equipment
that measures the Net Energy and energy delivered to supply Station Use for the Facility
recorded at 12:00 AM (Midnight) of the last day of the month. The meter information collected
will include but not be limited to energy production, Station Use, the maximum generated
power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 Routine Reporting
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may mutually agree to modify this Routine
Reporting requirement.
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
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Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Project Operational Contact
Name: John Christensen
Telephone Number:
Cell Phone: [phone]
Project On-site Contact information
Telephone Number: 208.490.3387
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APPENDIX B
Facility and Point of Delivery
Project Name: Fossil Gulch Wind Park
Project Number: 20251001
B-1 Description of Facility
The Seller's Facility is described as: Seven (7)— 1.5 MW 77 SLE GE Wind Turbines.
Facility Nameplate Capacity: 10.5 MW
Individual Generator Power Factor: Leading 0.9, Lagging 0.9
Qualifying Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Wind
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel):
Non-Fueled
Any modifications to the Facility, including but not limited to the generator or turbine, that 1)
increases or decreases the Facility Nameplate Capacity, or 2) changes the Qualifying Facility
Category, or 3) changes the Primary Energy Source or 4) changes to the generator fuel and
subsequently the Fueled Rate or Non-Fueled Rate, will require a review of the Agreement
terms, conditions and pricing. Idaho Power, at its sole determination, may adjust the pricing or
terminate the Agreement. If the Agreement is terminated because of said modifications, the
Seller will be responsible for any Termination Damages.
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B-2 Location of Facility
Near: 3.5 miles WNW of Hagerman, ID
County: Twin Falls
GPS Coordinates: 42.851111, -114.949444
Description of Interconnection Location: 500 East 5900 North Hagerman, ID 83332
Nearest Idaho Power Substation: Fossil Gulch (FSGL)
B-3 Scheduled First Energy and Operation Date
This Facility is interconnected and already delivers energy to Idaho Power pursuant to a Firm
Energy Sales Agreement that expires on September 30, 2025. The First Energy Date and the
Operation Date for this Agreement will be at hour beginning 00:01 on October 1, 2025,
provided that the Commission approves the replacement Agreement, and the Seller completes
all of the Article 4 and Article 5 requirements prior to October 1, 2025.
B-4 Maximum Capacity Amount:
This value will be 10.5 MW which is consistent with the value provided by the Seller to Idaho
Power in the GIA. This value is the maximum energy (MW) that potentially could be delivered
by the Seller's Facility to the Idaho Power electrical system at any moment in time.
B-5 Point of Delivery
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
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B-6 Losses
If the Idaho Power metering equipment is capable of measuring the energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power metering equipment is unable to measure the energy
deliveries directly at the Point of Delivery, the Losses will be calculated. This loss calculation is
currently set at zero percent (0%) of the kWh electricity production recorded on the Facility
generation metering equipment. If at any time during the term of this Agreement, Idaho Power
determines that the loss calculation needs to be revised due to a change in the electrical
equipment or some other factor, then Idaho Power may adjust the calculation and retroactively
adjust the previous month's kWh loss calculations.
B-7 Designated Network Resource (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement. The DNR
status will continue if this Agreement is 1) executed and approved by the Commission, and 2) a
GIA has been executed by both parties and 3) the Seller is in compliance with all requirements
of that GIA. Idaho Power cannot accept or pay for generation from this Facility if the Facility
has not achieved the status of being an Idaho Power DNR. Federal Energy Regulatory
Commission ("FERC") rules require Idaho Power to prepare and submit the application to
achieve DNR status for this Facility. Because much of the information Idaho Power needs to
prepare the DNR application is specific to the Seller's Facility, Idaho Power's ability to file the
DNR application in a timely manner is contingent upon timely receipt of the required
information from the Seller. Prior to Idaho Power beginning the process to enable Idaho Power
to submit a request for DNR status for this Facility, the Seller shall have 1) filed a Generation
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Interconnection application, 2) submitted all information required by Idaho Power to complete
the application, and 3) either executed this Agreement or, at a minimum, provided Idaho Power
with confirmation of the Seller's intent to complete this Agreement in a timely manner. Seller's
failure to provide complete and accurate information in a timely manner can significantly
impact Idaho Power's ability and cost to attain the DNR designation for the Seller's Facility
and the Seller shall bear the costs of any of these delays that are a result of any action or
inaction by the Seller.
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APPENDIX C
Engineers' Certifications
C-1 Engineer's Certification of Operations and Maintenance Policy
The undersigned , on behalf of himself/herself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to
the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement,"
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the
Agreement and this Statement is identified as Idaho Power Company Facility
No. and is hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the Project, is
located in Section Township Range , Boise Meridian,
County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish
electrical energy to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
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8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said
Project has been designed and built to appropriate standards, adherence to said 0&M Policy
will result in the Project's producing at or near the design electrical output, efficiency and plant
factor fora year period.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the
best of his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
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C-2 Reserved
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C-3 Engineer's Certification of Design and Construction Adequacy
The undersigned , on behalf of himself/herself and
hereinafter collectively referred to as "Engineer", hereby states
and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility
No and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the Project, is
located in Section Township Range , Boise Meridian,
County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
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8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance
system, Seller furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in
the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in
accordance with the terms of the Agreement and with Prudent Electrical Practices for a
year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's
representations and opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best of his/her knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stamp)
Date
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APPENDIX D
Forms of Liquid Security
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisfy the Delay Security requirement and any other security requirement within
this Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term
of the obligation in the reasonable judgment of Idaho Power, provided that any guarantee
and/or letter of credit issued by any other entity with a short-term or long-term investment
grade credit rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be
deemed to have acceptable financial creditworthiness.
1) Cash Escrow Security—Seller shall deposit funds in an escrow account
established by the Seller in a banking institution acceptable to both Parties
equal to the Delay Security or any other required security amount(s).
The Seller shall be responsible for all costs, and receive any interest earned
associated with establishing and maintaining the escrow amount(s).
2) Guarantee or Letter of Credit Security—Seller shall post and maintain in an
amount equal to the Delay Security or other required security amount(s),
a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or
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b) an irrevocable Letter of Credit in a form acceptable to Idaho Power, in
favor of Idaho Power. The Letter of Credit will be issued by a financial
institution acceptable to both parties. The Seller shall be responsible
for all costs associated with establishing and maintaining the
Guarantee(s) or Letter(s) of Credit.
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APPENDIX E
Wind Energy Production Forecasting
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy
Production Forecasting model to forecast the energy production from this Facility and other
Qualifying Facility wind generation resources. Seller and Idaho Power will share the cost of
Wind Energy Production Forecasting. The Facility's share of Wind Energy Production
Forecasting is determined as specified below. Seller's share will not be greater than one-tenth
percent (0.1%) of the total energy payments made to Seller by Idaho Power during the previous
Contract Year.
1) For every month of this Agreement beginning with the first full month after
the First Energy Date as specified in Appendix B of this Agreement, the Wind
Energy Production Forecasting Monthly Cost Allocation ("MCA") will be due
and payable by the Seller. Any Wind Energy Production Forecasting MCAs
that are not reimbursed to Idaho Power shall be deducted from energy
payments to the Seller.
2) During the first Contract Year, as the value of the one-tenth percent (0.1%)
cap of the Facilities total energy payments will not be known until the first
Contract Year is complete, Idaho Power will deduct the Facility's calculated
share of the Wind Energy Production Forecasting costs specified in item d
each month during the first Contract Year and subsequently refund any
overpayment (payments that exceed the cap) in equal monthly amounts over
the ensuing Contract Year.
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3) The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW
nameplate of wind projects having Commission approved agreements to
deliver energy to Idaho Power has been revised by an action of
the Commission.
4) The monthly cost allocation will be based upon the following formula:
Where: Total MW ("TMW") is equal to the total nameplate rating of all
QF wind projects that are under contract to provide energy to Idaho
Power Company.
Facility MW ("FMW") is equal to the nameplate rating of this Facility
as specified in Appendix B.
Annual Wind Energy Production Forecasting Cost ("AFCost") is equal
to the total annual cost Idaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the current year. At year-end, Idaho Power will compare the actual costs
to the estimated costs and any differences between the estimated
AFCost and the actual AFCost will be included in the next year's AFCost.
Annual Cost Allocation ("ACA") =AFCost X (FMW/TMW)
And
Monthly Cost Allocation ("MCA") =ACA/ 12
5) The Wind Energy Production Forecasting MCA is due and payable to Idaho
Power. The MCA will first be netted against any monthly energy payments
owed to the Seller. If the netting of the MCA against the monthly energy
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payments results in a balance being due Idaho Power, the Facility shall pay
this amount within fifteen (15) days of the date of the payment invoice.
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APPENDIX F
Insurance Requirements
The Seller shall secure and continuously carry insurance as specified within this Appendix for
the term of the Agreement.
Insurance Requirements:
1) All insurance required by this Agreement shall be placed with an insurance
company with an A.M. Best Company rating of A- or better.
2) If the insurance coverage required in this Appendix is cancelled, materially
changed or lapses for any reason, the Seller will immediately notify Idaho
Power in writing. This notice will advise Idaho Power of the specific reason
for cancellation, material change, or lapse and the steps being taken to
comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the
cancellation, material change, or lapse will constitute a Material Breach and
Idaho Power may terminate this Agreement.
3) Prior to the First Energy date and subsequently within ten (10) days of the
annual anniversary of the Operation Date, the Seller shall provide a
Certificate of Insurance in the name of Idaho Power Company and list Idaho
Power Company as an Additional Insured Endorsement and Waiver of
Subrogation Endorsement.
4) The Certificate of Insurance shall evidence the appropriate insurance
coverage of Comprehensive General Liability Insurance for both bodily injury
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and property damage with limits equal to one million dollars ($1,000,000),
each occurrence, combined single limit. The deductible for such insurance
shall be consistent with current Insurance Industry Utility practices for
similar property.
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APPENDIX G
Monthly Purchase Prices
Base Energy Heavy Load Base Energy Light Load
Purchase Price Components Purchase Price Components
Energy Capacity Energy Capacity
Month-Year Price Price Price Price Integration
Component Component Component Component Charge
Mills/kWh (Mills/kWh) (Mills/kWh) Mills/kWh (Mills/kWh)
Oct-25 $31.30 $7.56 $27.77 $7.56 $0.95
Nov-25 $37.55 $7.56 $36.14 $7.56 $0.95
Dec-25 $62.20 $7.56 $57.60 $7.56 $0.95
Jan-26 $35.88 $7.75 $33.18 $7.75 $0.98
Feb-26 $45.21 $7.75 $33.99 $7.75 $0.98
Mar-26 $16.99 $7.75 $13.15 $7.75 $0.98
Apr-26 $10.00 $7.75 $14.56 $7.75 $0.98
May-26 $17.79 $7.75 $13.67 $7.75 $0.98
Jun-26 $37.60 $7.75 $24.56 $7.75 $0.98
Jul-26 $58.47 $7.75 $45.37 $7.75 $0.98
Aug-26 $58.27 $7.75 $46.65 $7.75 $0.98
Sep-26 $47.46 $7.75 $41.15 $7.75 $0.98
Oct-26 $39.34 $7.75 $33.51 $7.75 $0.98
Nov-26 $46.67 $7.75 $39.42 $7.75 $0.98
Dec-26 $56.25 $7.75 $51.66 $7.75 $0.98
Jan-27 $39.29 $7.96 $44.22 $7.96 $1.00
Feb-27 $35.16 $7.96 $43.21 $7.96 $1.00
Mar-27 $17.20 $7.96 $23.24 $7.96 $1.00
Apr-27 $7.87 $7.96 $9.89 $7.96 $1.00
May-27 $8.84 $7.96 $13.74 $7.96 $1.00
Jun-27 $22.60 $7.96 $16.05 $7.96 $1.00
Jul-27 $42.95 $7.96 $44.18 $7.96 $1.00
Aug-27 $43.30 $7.96 $44.49 $7.96 $1.00
Sep-27 $39.01 $7.96 $37.97 $7.96 $1.00
Oct-27 $28.04 $7.96 $32.53 $7.96 $1.00
Nov-27 $40.97 $7.96 $45.49 $7.96 $1.00
Dec-27 $57.07 $7.96 $54.65 $7.96 $1.00
Jan-28 $35.50 $8.13 $42.37 $8.13 $1.03
Feb-28 $27.86 $8.13 $24.69 $8.13 $1.03
Mar-28 $7.43 $8.13 $11.88 $8.13 $1.03
Confidential Page 73

BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-25-31
IDAHO POWER COMPANY
ATTACHMENT 2
Letter Agreement

Docusign Envelope ID: F219A522-A90D-4395-8891-8D37CD1DC186
�IQAHO Ro
Date
Sent Via Electronic Mail: September 26, 2025
Fossil Gulch Wind Park, LLC
Olivier Duguet, CEO
[e-mail]
RE: Fossil Gulch Wind Project(10.5 MW)
Interim Letter Agreement—As Delivered Generation
Replacement Energy Sales Agreement#20251001
Dear Olivier Duguet,
Idaho Power Company("Idaho Power" or"the Company") and Fossil Gulch Wind, LLC ("Seller")
entered into a replacement Energy Sales Agreement("ESA") on September 26, 2025. The ESA replaces
an expiring contract that the Seller's Fossil Gulch Wind Project("Project") has delivered generation
under for twenty (20) years. In accordance with Article 2 1.1 of the ESA, "This Agreement shall only
become finally effective upon the Idaho Public Utilities Commission's ("Commission") approval of all
terms and provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes."
Due to the timing of when the ESA was fully executed by both parties on September 26, 2025, and will
subsequently be submitted to the Commission shortly for its approval or rejection of the ESA, it is not
possible for the Commission to complete its review of the ESA before the existing agreement expires
and the ESA's First Energy Date and Commercial Operation Date occur on October 1, 2025. However,
due to operational circumstances, and considering that the existing facility has delivered generation to
Idaho Power for 20 years, the Seller desires to continue providing generation during the interim period
from the existing agreement's expiration, until such time as the Commission has issued an order
approving or rejecting the ESA("Interim Period").
Therefore, pursuant to this letter agreement, and provided that all ESA First Energy Date and
Commercial Operation Date requirements will be satisfied, Idaho Power will accept delivery of
generation from the Seller's facility from the existing agreement's expiration date, September 30, 2025,
until the Commission has either approved or rejected the ESA. For any generation delivered during the
Interim Period, Idaho Power shall pay the Surplus Energy Price as defined in Article 7.3 of the ESA
subject to any true-up, adjustment, or rejection of the pricing, terms and provisions, or the contract or
this letter agreement itself, by the Commission.
Idaho Power reserves the right to terminate this letter agreement at any time. Should this letter
agreement be terminated by the Company, Seller shall immediately stop making any deliveries of
generation to Idaho Power.
If you agree and accept this offer, please sign in the appropriate location below.
1221 W.Idaho St.(83702)
P.O.Box 70
Boise,ID 83707

Docusign Envelope ID: F219A522-A90D-4395-8891-8D37CD1DC186
Page 2 of 2 September 26, 2025
Understood, Agreed and Accepted:
[Fossil Gulch Wind,LLC]
Signed:
Olivier Duguet
Name:
9/27/2025
Date:
Sincerely,
9/27/2025
Toby Wilson
Lead Energy Contracts Coordinator
Idaho Power Company
cc:
Camille Christen, Idaho Power Company
Donovan Walker, Idaho Power Company
Christopher Moore, The Blue Circle America
Eric Malinowski, Fredrickson& Byron