20100803IPC to Staff 5-9.pdf

LISA D. NORDSTROM
lead Counsel
Inordstrom(âidahopower.com
RECE
HIDA~POR(8
An.IDACORP Company
August 3, 2010
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case NO.IPC-E-10-19
IN THE MATTER OF THE APPLICA TION OF IDAHO POWER COMPANY
FOR APPROVAL OF A FIRM ENERGY SALES AGREEMENT WITH
GRAND VIEW SOLAR PV ONE, LLC, FOR THE SALE AND PURCHASE
OF ELECTRIC ENERGY
Dear Ms. Jewell:
Enclosed for filing please find an original and three (3) copies of Idaho Power
Company's Response to the Second Production Request of the Commission Staff to
Idaho Power Company in the above matter.
Very truly yours,
æ~,¿'1L~
Lisa D. Nordstrom
LDN:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 83707
\lE:D
DONOVAN E. WALKER (ISB No. 5921)
LISA D. NORDSTROM (ISB No. 5733)
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: (208) 388~6936
dwalkerØlidahopower.com
InordstromØlidahopower.com
21JIIlAUG -3 PHq: 28
Attorneys for Idaho Power Company
Street Address for Express Mail:
1221 West Idaho Street
Boise, Idaho 83702
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR )
APPROVAL OF A FIRM ENERGY SALES )
AGREEMENT WITH GRAND VIEW SOLAR )
PV ONE, LLC, FOR THE SALE AND )
PURCHASE OF ELECTRIC ENERGY. )
)
)
)
CASE NO. IPC~E~10~19
IDAHO POWER COMPANY'S
RESPONSE TO THE SECOND
PRODUCTION REQUEST OF THE
COMMISSION STAFF TO IDAHO
POWER COMPANY
COMES NOW, Idaho Power Company ("Idaho Powet' or "the Company"), and in
response to the Second Production of Request of the Commission Staff to Idaho Power
Company dated July 15, 2010, herewith submits the following information:
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 1
REQUEST NO.5: With respect to the negotiation of a PURPA agreement,
please provide copies of any draft power sales agreement(s) exchanged between the
parties, correspondence, or other documentation that demonstrates that Idaho Power
and Grand View Solar had resolved all material outstanding contract issues prior to
March 16,2010.
RESPONSE TO REQUEST NO.5: The following timeline provides context for
this and subsequent responses:
.December 24, 2009:Idaho Power receives a letter and signed
agreement from Grand View Solar. Because
the agreement is not in the most current form,
Idaho Power treats this communication as an
invitation to negotiate.
.February 18, 2010:Idaho Power presents a negotiated PURPA
agreement to Grand View Solar.
.March 8, 2010:Grand View Solar suggests discussion of a
non~PURPA agreement for this project. The
initial offer (price, RECs, etc.) appears to have
merit so Idaho Power begins evaluating the
non~PURPA agreement suggested by Grand
View Solar.
.March 9, 2010:Idaho Powets previously filed Transmission
Service Request is accepted by the Idaho
Power Transmission group, granting 20 MW of
Transmission Capacity with no significant
network upgrades required.
.March 16, 2010:The Commission issues Order No. 31025,
which changes the avoided cost rate.
.May 6,2010:Idaho Power completes its evaluation of a non-
PURPA agreement with Grand View Solar and
elects not to proceed. The Company notifies
Grand View Solar that it should advise the
Company if it wishes to pursue a PURPA
agreement.
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 2
.June 8, 2010:Grand View Solar and Idaho Power execute
the PURPA agreement originally contemplated
and negotiated in February 2010.
.June 14, 2010:Idaho Power filed an Application seeking
Commission approval of the PURPA
agreement entered into with Grand View Solar.
As noted above, a complete contract was negotiated and presented to Grand
View Solar on approximately February 18, 2010. But for Idaho Powets desire to
evaluate a non~PURPA power purchase agreement, this contract would have been
executed before March 16, 2010.
In addition, please see the attached letter and contact provided on February 18,
2010. The signed contract dated June 8,2010, contains identical terms to the attached
February 18, 2010, contract.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Senior Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 3
REQUEST NO.6: Please provide copies of any documentation, correspondence
or other evidence showing the date on which Grand View requested to negotiate a
PURPA power sales agreement with Idaho Power.
RESPONSE TO REQUEST NO.6: On December 24, 2009, Idaho Power
received a letter and an executed agreement from Grand View Solar. The agreement
provided was not the most recent PURPA form; thus, Idaho Power responded that this
would be considered Grand View Solats request to begin discussions of a PURPA
agreement. Subsequently, discussions began between the parties.
In addition, please see the attached letter.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Senior Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 4
REQUEST NO.7: Please explain, in layman's terms, the significance of the
Acknowledgement Acceptance letter dated July 7, 2010 provided as an attachment in
response to Staffs Request No. 4(c). Please explain how the letter satisfies the
following criteria identified by Idaho Power that it believes should be satisfied in order
for projects to be eligible for grandfathering under the rates in Order No. 30744:
iii. Received confirmation from Idaho Power that transmission
capacity is available for the project and/or received and accepted
transmission capacity study results and cost estimates.
RESPONSE TO REQUEST NO.7: The Acknowledgement Acceptance letter is
the form letter received from the Idaho Power Transmission group acknowledging that
the Transmission Service Request ("TSR") filed by the Idaho Power Supply group for
this project has been accepted and transmission capacity is available for the project.
As you wil note, this letter is dated July 7,2010. However, the letter references that the
TSR was accepted on March 9,2010, and this letter was reconfirmation of the March 9,
2010, TSR acceptance date as well as notification of process modification that this
existing TSR would not be moved into.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Senior Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 5
REQUEST NO.8: Please provide any evidence that Idaho Power believes
conclusively demonstrates that a PURPA agreement with Grand View Solar was
materially complete prior to March 16, 2010, except for routine Idaho Power final
processing.
RESPONSE TO REQUEST NO.8: Please see the Company's Response to
Staffs Request No.5, specifically the attached cover letter, which was with the
executable agreement provided to the project on February 18, 2010.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Senior Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 6
REQUEST NO.9: Please explain how long it normally takes for Idaho Power to
complete "routine Idaho Power final processing" for PURPA agreements. Does Idaho
Power consider the time between March 16, 2010 and June 14, 2010, the date on which
Idaho Power filed its Application in this case, to be typical to accomplish routine final
processing?
RESPONSE TO REQUEST NO.9: No. The "routine Idaho Power final
processing" is not applicable to the entire time frame from March 16, 2010, to June 14,
2010. As stated in the Company's Responses to Requests Nos. 1 and 2 and in the
initial Application for approval of this agreement, the parties mutually agreed to explore
the potential of a non~PURPA agreement prior to March 16, 2010. As stated in the
Application, this review and consideration of a non~PURPA agreement was completed
on May 6, 2010. At that time, the project was notified by Idaho Power that further
discussions of a non~PURPA agreement would not be considered and advised the
project to notify Idaho Power of its desire if they wished to pursue a PURPA agreement.
From May 6,2010, through June 14,2010, both the project and Idaho Power reviewed
the circumstances and options in regards to the February 18, 2010, PURPA agreement
and also conducted the "routine Idaho Power final processing."
"Routine Idaho Power final processing." This is the time it requires Idaho
Power to process the agreement through final management and the SOX audit review
process. The final review process begins once Idaho Power and the proposed project
complete discussions and has materially agreed to all aspects of the agreement. This
review process requires a complete review of the agreement by Idaho Power senior
management, accounting standards compliance (FAS133, FIN46), accounting system
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 7
review, executive signing authority, and legal review. Idaho Power routinely commits to
the counterpart to complete this review process in no more than fourteen (14) days.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Senior Counsel, Idaho Power Company.
DATED at Boise, Idaho, this 3rd day of August 2010.
X~fJ~~DONOVANC~~
Attorney for Idaho Power Company
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 8
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 3rd day of August 2010 I served a true and
correct copy of IDAHO POWER COMPANY'S RESPONSE TO THE SECOND
PRODUCTION REQUEST OF THE COMMISSION STAFF TO IDAHO POWER
COMPANY upon the following named parties by the method indicated below, and
addressed to the following:
Commission Staff
Scott Woodbury
Deputy Attorney General
Idaho Public Utilties Commission
472 West Washington
P.O. Box 83720
Boise, Idaho 83720~007 4
-- Hand Delivered
U.S. Mail
_ Overnight Mail
FAX
-- Email Scott.WoodburvØlpuc.idaho.gov
~u i2.~~hø t-Oñan E. wãî ~ -
IDAHO POWER COMPANY'S RESPONSE TO THE SECOND PRODUCTION
REQUEST OF THE COMMISSION STAFF TO IDAHO POWER COMPANY - 9
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-10-19
IDAHO POWER COMPANY
RESPONSE TO STAFF'S
PRODUCTION REQUEST NO.5
I!
An IOACORP Company
Febru 18, 2010
Mr. Peter Richardson
Richardson & O'Lear
515 N. 27th Street
Boise, ID 83702
Re: Grand View Solar PV One, Project #21615150
Mr. Richardson,
Enclosed are three revised copies of the Grand View Solar PV One PURP A Firm Energy Sales
Agreement. Please sign each copy and return all three copies to me no later than Monday,
February 22nd. Idaho Power reserves the right to modify the agreements if the signed agreements
are not received back by the date specified above.
US Mail:Overnight Mailng Address:
Idaho Power Company
Attn: Randy Allphin
POBox 70
Boise, ID 83707
Idaho Power Company
Attn: Randy Allphin
1221 W Idaho
Boise, ID 83702
Upon receipt of the three signed copies, I wil arrange for and present the agreement to
Idaho Power Company management for their signature.
After Idaho Power Company signs this agreement, I wil return to you one complete signed
copy for your records, prepare and fie a copy with the Idaho Public Utilties Commission (IPUC)
requesting approval of the agreement and keep the third copy for our records.
P.O. Box 70 (83707)
1221 W. Idaho St.
Boise, ID 83702
As we have discussed and as the agreement specifies, this agreement requires Idaho Public Utilties
Commission (IPUC) approvaL. Only after both parties have executed this agreement and the IPUC
has approved the agreement, as specified within the agreement, shall the agreement be considered
to be effective and a binding commitment shall exist between the parties.
If you have any questions please do not hesitate to contact me.
Sincerely,
8p.~,
Randy Allphin
Senior Power Supply Planing Administrtor
[phone]
E-mail: rallphinCtV.idahopower.com
Arcle
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FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAN
AND
SOLAR ONE PV, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Waranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Facilty and Interconnection
Meterng and Telemetr
Records
Operations
Indemnification and Insurance
Force Majeure
Liabilty; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Ters and Conditions
Severabilty
Counterars
Entire Agreement Signatues
Appendix A
AppendixB
Appendix C
Appendix D
FIRM ENERGY SALES AGREEMENT
(10 aM or Less)
Project Name: Grd View Solar PV One
Project lfumber: 21615150
THIS AGREEMET, entered into on this _ day of 2010 between GRAD
VIEW SOLAR PV ONE, LLC, an Idaho limited liabilty company (Seller), and IDAHO POWER
COMPAN, an Idaho corporation (Idao Power), hereinafter sometimes refered to collectively as
"Pares" or individually as "Par."
WITNESSETH:
WHEREAS, Seller will design, constrct, own, maintain and operate an electrc generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is wiling to purchase, finn electrc energy
produced by the Seller's Facilty.
THEREFORE, In considertion of the mutual covenants and agreements hereinafter set forth, the
Paries agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1. "Base Energy" - Monthly Net Energy less than 110% of the monthly Net Energy Amount as
specified in paragraph 6.2 of this Agreement.
1.2 "Commission" - The Idaho Public Utilities Commission.
1.3 "Contract Year" - The perod commencing each calenda year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4,5.5,5.6 and 5.7.
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1.5 "Delay Perod" - All days past the Scheduled Opation Date until the Seller's Facilty achieves
the Operation Date.
1.6 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the curt
month's All Hours Energy Prce specified in paragraph 7.3 of this Agrent. If this calculation
results in a value less than 0, the result of this calculation wil be O.
1.7 "Designated Dispatch Facilty" - Idao Power's Systems Opertions Group, or any subsequent
group designated by Idao Power.
1.8 "Facility" - That electrc generation facility described in Appendi B of this Agreement.
1.9 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Aricle IV and the Seller begins deliverg energy to
Idao Power's system at the Point of Deliver.
1.10 "Heavv Load Hours" - The daily hour begining at 7:00 am, ending at 11:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourt of
July, Labor Day, Thansgivig and Chrstmas.
1.11 "Inadverent Energy" - Electrc energy Seller does not intend to generate. Inadverent energy is
more particularly described in paragraph 7.5 of this Agreeent.
1.12 "Interconnection Facilties" - All equipment specified in Schedule 72.
1.13 "Initial Capacity Determination" - The process by which Idao Power confirms that under
normal or average design conditions the Facilty will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordace with Commission
Order No. 29632.
1.4 "Light Load Hours" - The daily hour begining at 11:00 pm, ending at 7:00 am Mountain Time
(8 hours), plus all other hour on all Sundays, New Year Day, Memorial Day, Fourt of July,
Labor Day, Thansgiving and Chrstmas.
1.15 "Losses" - The loss of electrcal energy expressed in kilowatt hour (kWh) occurrng as a result
of the transformation and transmission of energy beee the point where the Facility's energy is
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metered and the point the Facility's energy is delivered to the Idao Power electrcal system. The
loss calculation formula will be as speified in Appendi B of ths Agreement.
1.6 "Market Energy Reference Prce" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1. 7 "Material Breach" - A Default (paragraph 18.2.1) subject to paragraph 18.2.2.
1.8 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facilty wil be as
specified in Appendi B of this Agreeent.
1.19 "Meterng Equipment" - All equipment specified in Schedule 72, ths Agreeent and any
additional equipment specified in Appendix B required to measure, record and telemeter bi
directional power flows between the Seller's electrc generation plant and Idao Power's system.
1.20 "Mid- Columbia Market Energy Cost" - The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm energy.
If the Dow Jones Mid-Columbia Index prce is discontinued by the reportng agency, both Pares
wil mutually agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index wil be consistent with other similar agreements and a
commonly used index by the electrcal industr.
1.21 "Nameplate Capacitv" -The full-load electrcal quatities assigned by the designer to a generator
and its prime mover or other piece of electrcal equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovo1t-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.22 "Net Energy" - All of the electrc energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Subject to the terms of this Agreement, Seller commits to
deliver all Net Energy to Idaho Power at the Point of Deliver for the full term of the Agreement.
Net Energy does not include Inadverent Energy.
1.23 "Operation Date" - The day commencing at 00:01 hour, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
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1.24 "Point of Delivery" - The location specified in Appendix B, where Idao Power's and the
Seller's electrcal facilties are interconnected and the energy from ths Facilty is delivered to the
Idaho Power electrcal system.
1.25 "Prudent Electrcal Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrcal engineerng and operations to operate electrc equipment lawflly,
safely, dependably, efficiently and economically.
1.26 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achievig the Opeation Date. It is expected that 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.
1.27 "Schedule 72" - Idao Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facilty into the Idao Power electrcal system as specified within
Schedule 72.
1.28 "Season"- The thee perods identified in paragraph 6.2.1 of this Agreement.
1.29 "Special Facilities" - Additions or alterations of transmission and/or distrbution lines and
transformers as described in Schedule 72.
1.30 "Station Use" - Electrc energy that is used to operate equipment that is auxilar or otherwise
related to the production of electrcity by the Facilty.
1.31 "Surplus Energy" - Is (1) Net Energy produced by the Seller's Facility and delivered to the Idao
Power electrcal system during the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2. or (2) If the Net Energy
produced by the Seller's Facilty and delivered to the Idao Power electrcal system durig the
month is less than 90% of the monthly Net Energy Amount for the corrsponding month
specified in paragraph 6.2, then all Net Energy delivered by the Facilty to the Idaho Power
electrcal system for that given month or (3) All Net Energy produced by the Seller's Facilty and
delivered by the Facility to the Idaho Power electrcal system prior to the Operation Date.
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1.32 "Total Cost of the Facilty" - The total cost of strctues, equipment and appurenances.
ARTICLE II: NO RELIACE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and represents to Idao Power that in enterng
into this Agreement and the underakng by Seller of the obligations set forth herein, Seller has
investigated and deterined that it is capable of performing hereunder and has not relied upon
the advice, experence or expeise of Idao Power in connection with the transactions
contemplated by this Agreeent.
2.2 Seller Independent Expers - All professionals or expers including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in underaking the
transactions contemplated by this Agrent have bee solely those of Seller.
ARTICLE II: WARTIES
3.1 No Waranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no waranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilties, including, but not limited to, safety,
durability, reliabilty, strength, capacity, adequacy or economic feasibility.
3.2 Qualifyng Facility Status - Seller warants that the Facilty is a "Qualifying Facilty," as that term
is used and defined in 18 CFR 292.201 et seq. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Qualifying Facilty status durg the ter of
this Agreement and Seller's failure to maintain Qualifying Facility status wil be a Materal
Breach of this Agreement. Idaho Power reseres the right to review the Facility's Qualifying
Facilty status and associated support and compliance documents at anytime during the ter of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 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:
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4.1. Submit proof to Idao Power that all licenses, perits or approvals necessar for Seller's
operations have been obtained frm applicable federal, state or local authorities,
includig, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 et
seq. as a cerified Qualifyig Facilty.
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, perits and approvals as set fort 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
wil be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idao Power is relying on said opinion. Idaho
Power's acceptance of the form wil not be uneasonably witheld. The Opinion Letter
wil be govered by and shall be interreted in accordace with the legal opinion accord
of the Amercan Bar Association Section of Business Law (1991).
4.1.3 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to peorm the Initial Capacity Determination. Such data wil include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idao Power wil review the provided data
and if necessary, request additional data to complete the Initial Capacity Deterination
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufactue Nameplate Capacity rating of the individual generation
unts at this Facilty is less than 10 MW. The Seller shall submit detailed,
manufacturer, verifiable data of the Nameplate Capacity ratings of the actual
individual genertion unts to be installed at this Facility. Upon verfication by
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Idao Power that the data provided establishes the combined Nameplate Capacity
rating of the generation units to be installed at this Facilty is less than 10 MW, it
will be deemed that the Seller has satisfied the Initial Capacity Deterination for
this Facility.
4.1.4 Nameplate Capacity - Submit to Idao Power manufactuer's and engineerng
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included within this entie Facilty. Upon receipt of this data, Idaho Power shall
review the provided data and deterine if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific genertion
units.
4.1.5 Engineer's Cerifications - Submit an executed Engineer's Cerification of Design &
Constrction Adequacy and an Engiees Cerification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These cerificates wil be
in the form specified in Appendix C but may be modified to the extent necessar to
recognize the different engieerig disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Aricle XII.
4.1.7 Interconnection - Provide wrtten confiration from Idao Power's deliver business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation - Provide wrtten confirmation from Idaho Power that the
Seller's Facility has been designated as a network resource capable of deliverg firm
energy up to the amount of the Maximum Capacity.
4.1.9 Written Acceptance - Request and obtain wrtten confirmation from Idao Power that all
conditions to acceptance of energy have bee fulfilled. Such wrtten confirmation shall be
provided within a commercially reasonable time following the Seller's request and will
not be uneasonably witheld by Idao Power.
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ARTICLE V: TERM AND OPERATION DATE
5.1 Ter - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first wrtten and shall continue in full force and effect for a peod of twenty (20)
Contract Years from the Opertion Date.
5.2 Opertion Date - The Opeation Date may occur only after the Facilty has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreeent in a form acceptable to Idao Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facilty is complete and
able to provide energy in a consistent, reliable and safe maner.
d) Seller has requested an Operation Date from Idaho Power in a wrtten format.
e) Seller has received wrtten confiration from Idao Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facilty to achieve the Opertion Date on or before the
Scheduled Opeation Date. Delays in the interconnection and transmission network upgrade study,
design and constrction process that are not Force Majeure events accepted by both Pares shall not
prevent Delay Damages being calculated as specified in this Agreement.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay
Liquidated Damages calculated at the end of each calendar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to ((Curent month's Initial Year Net
Energy Amount as specified in paragrph 6.2.1 divided by the number of days in
the current month) multiplied by the number of days in the Delay Perod in the
curent month) multiplied by the curent month's Delay Price.
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5.3.2 If the Operation Date does not occur with niety (90) days following the Scheduled
Operation Date the Seller shall pay Idao Power Delay Liquidated Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Fort five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in KW.
5.4 If Seller fails to achieve the Opertion Date within ninety (90) days following the Scheduled
Operation Date, such failure will be a Material Breach and Idaho Power may terinate this
Agreement at any time until the Seller cures the Materal Breach. Additional Delay Damages
beyond those calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the Delay
Damage calculation descrbed in 5.3.1 above for all days exceeding 90 days past the Scheduled
Operation Date until such time as the Seller cures this Material Breach or Idaho Power terinates
this Agreeent.
5.5 Seller shall pay Idao Power any calculated Delay Damages or Delay Liquidated Damages within
7 days of when Idao Power calculates and presents any Delay Damages or Delay Liquidated
Damages bilings to the Seller. Seller's failure to pay these daages within the specified time
wil be a Materal Breach of this Agreement and Idaho Power shall draw fuds from the Delay
Security provided by the Seller in an amount equal to the calculated Delay Damages or Delay
Liquidated Damages.
5.6 The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be diffcult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
5.7 The Seller shall; 1) submit evidence acceptable to Idao Power that the Seller has obtained a
favorable feasibilty study report from the interconnection provider at the time the Seller executes
this Agreement and 2) within thirt (30) days of the date of a Commission Order as specified in
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Aricle XX approving this Agreement the Seller shall post liquid secunty ("Delay Secunty") in a
form as descnbed in Appendix D equal to or exceedng the amount calculated in paragraph 5.7.1.
5.7.1 Delay Secuntv Thé greater of fort five ($45) multiplied by the Maximum Capacity with
the Maximum Capacity being measured in KW or the sum of three month's estimated
revenue. Where the estimated thee months of revenue is the estimated revenue
associated with the first thee full months following the estimated Scheduled Opertion
Date, the estimated kWh of energy production as specified in paragrph 6.2.1 for those
three months multiplied by the All Hours Energy Prce specified in paragraph 7.3 for
each of those three months.
5.7.1. In the event (a) Seller provides Idao Power with cerification that (1) a
generation interconnection agreement specifying a schedule that wil enable this
Facilty to achieve the Operation Date no later than the Scheduled Operation
Date has been completed and the Seller has paid all required interconnection
costs or (2) a generation interconnection agreement is substantially complete and
all matenal costs of interconnection have been identified and agreed upon and
the Seller is in compliance with all ters and conditions of the generation
interconnection agreeent, the Delay Secunty calculated in accordance with
paragraph 5.7.1 will be reduced by ten percent (10%).
5.7.1.2 If the Seller has received a reduction in the calculated Delay Secunty as specified
in paragraph 5.7.1. and subsequently (1) at Seller's request, the generation
interconnection agreeent specified in paragraph 5.7.1.1 is revised and as a
result the Facilty will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller does not maintain compliance with the generation
interconnection agreement, the full amount of the Delay Secunty as calculated in
paragraph 5.7.1 wil be subject to reinstatement and will be due and owing withn
5 business days from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Secunty wil be a Matenal Breach of this Agreement.
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5.7.2 Idaho Power shall release any remaining securty posted hereunder after all calculated Delay
Damages and/or Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (1)
30 days after the Operation Date has bee achieved or (2) 60 days after the Agreement has been
terinated.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptace of Net Energy - Except when either Par's performance is excused as
provided herein, Idaho Power wil purchase and Seller wil sell all of the Net Energy to Idao
Power at the Point of Deliver. All Inadverent Energy produced by the Facility wil also be
delivered by the Seller to Idaho Power at the Point of Deliver. At no time wil the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the followig monthly
amounts:
6.2.1 Initial Year Monthly Net Energy Amounts:
Month
Season 1
March
April
May
Season 2
July
August
November
December
Season 3
June
September
October
January
Februar
kWh
3,250,000
3,192,000
4,298,000
4,816,000
4,310,000
2,166,000
1,814,000
4,334,000
3,758,000
3,264,000
1,326,000
2,028,000
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
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and beginng at the end of month nine and ever three months thereafter provide Idao
Power with an additional thee month of forward generation estimates beyond those
generation estimates previously provided. This information will be provided to Idao
Power by wrtten notice in accordace with paragraph 24.1, no later than 5:00 PM of the
5th day following the end of the previous month. If the Seller does not provide the
Ongoing Monthly Net Energy Amounts in a timely manner, Idaho Power wil use the
most recent 3 months of the Initial Year Monthly Net Energy Amounts specified in
paragraph 6.2. i for the next 3 months of monthly Net Energy amounts.
6.2.3 Seller's Adjustment of Net Energy Amount
6.2.3.1 No later than the Opeation Date, by wrtten notice given to Idao Power in
accordace with paragraph 24.1, the Seller may revise all of the previously
provided Initial Year Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9th month after the Opeation Date and at the end
of ever third month thereafter: (i) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by wrtten
notice given to Idao Power in accordace with paragraph 24.1, no later than
5 :00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely wrtten notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 11.2.1 or if the Seller declares
a Suspension of Energy Deliveres as specified in paragraph 11.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspesion under paragraph 11.2.1 or 11.3.1 occurs wil be reduced in accordance with
the following:
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Where:
NEA Cuent Month's Net Energy Amount (Paragraph 6.2)
SGU a.) IfIdao Power is excused from accepting the Seller's Net
Energy as specified in paragrph 11.2.1 this value will be
equal to the percentage of curtilment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveres as
specified in pargraph 11.3.1 this value will be the sum of
the individual generation unts size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveres.
TGU Sum of all of the individual generator ratings of the generation
units at this Facilty as specified in Appendix B of this
agreeent.
RSH Actual hours the Facilty's Net Energy deliveres were either
reduced or suspended under pargraph 1 1.2.1 or 11.3.1
TH Actual total hours in the curent month
Resulting formula being:
~~~~~~gy = NEA _ (( ~~~ X NEA ) X (~: ) )
Amount
This Adjusted 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.
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 Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Base Energy Heavv Load Purchase Price - For all Base Energy received durg Heavy Load
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Hours, Idaho Power will pay the non-levelized energy price in accordance with Commission
Order 30744,30738 and adjusted in accordance with Commission Order 30415 for Heavy Load
Hour Energy deliveres with seasonalization factors applied:
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Season 1 - (73.50 %)
Mils/kWh
58.65
57.98
59.54
61.22
62.62
64.05
65.52
67.10
68.63
70.29
71.91
73.56
75.26
76.99
78.78
80.60
82.47
84.75
87.10
89.53
92.03
94.60
96.69
Season 2 - (120.00 %)
Mils/kWh
95.76
94.67
97.21
99.95
102.23
104.57
106.97
109.55
112.05
114.77
117.40
120.10
122.87
125.70
128.61
13 1.59
134.65
138.37
142.21
146.17
150.25
154.45
157.85
Season 3 - (100.00 %)
Mils/kWh
79.80
78.89
81.01
83.29
85.19
87.14
89.14
91.29
93.38
95.64
97.83
100.08
102.39
104.75
107.18
109.66
112.21
115.31
118.51
121.81
125.21
128.71
131.55
7.2 Base Energy Light Load Puchase Price - For all Base Energy received durng Light Load Hours,
Idao Power will pay the non-levelized energy price in accordance with Commission Order
30744, 30738 and adjusted in accordance with Commission Order 30415 for Light Load Hour
Energy deliveres with seasonalization factors applied :
Year
2009
2010
2011
2012
2013
2014
Season 1 - (73.50 %)
Mils/kWh
53.30
52.63
54.19
55.87
57.27
58.70
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Season 2 - (120.00 %)
Mils/kWh
87.02
85.93
88.47
91.21
93.49
95.83
Season 3 - (100.00 %)
Mils/kWh
72.52
71.61
73.73
76.01
77.91
79.86
2/18/2010
2015 60.17 98.23 81.86
2016 61.75 100.81 84.01
2017 63.28 103.32 86.10
2018 64.94 106.03 88.36
2019 66.56 108.66 90.55
2020 68.21 11 1.36 92.80
2021 69.90 114.13 95.11
2022 71.64 116.97 97.47
2023 73.42 119.88 99.90
2024 75.25 122.86 102.38
2025 77.12 125.91 104.93
2026 79.40 129.64 108.03
2027 81.75 133.48 111.23
2028 84.18 137.43 114.53
2029 86.68 141.51 117.93
2030 89.25 145.71 121.43
2031 91.33 149.12 124.27
7.3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-leve1ized energy price in accordance with Commission
Order 30744 and 30738 with seasonaliztion factors applied:
Season 1 - (73.50 %)Season 2 - (120.00 %)Season 3 - (100.00 %)
Yea Mils/kWh Mils/kWh Mils/kWh
2009 56.27 91.87 76.56
2010 55.60 90.78 75.65
2011 57.16 93.32 77.77
2012 58.84 96.06 80.05
2013 60.24 98.34 81.95
2014 61.67 100.68 83.90
2015 63.14 103.08 85.90
2016 64.72 105.66 88.05
2017 66.25 108.17 90.14
2018 67.91 110.88 92.40
2019 69.53 113.51 94.59
2020 71.8 116.21 96.84
2021 72.87 118.98 99.15
2022 74.61 121.82 101.51
2023 76.39 124.72 103.94
2024 78.22 127.71 106.42
2025 80.09 130.76 108.97
2026 82.37 134.49 112.07
2027 84.72 138.32 115.27
2028 87.15 142.28 118.57
2029 89.64 146.36 121.97
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2030
2031
92.22
94.30
150.56
153.97
125.47
128.31
7.4 Surlus Energy Price - For all Surlus Energy, Idao Power shall pay to the Seller the current
month's Market Energy Reference Prce or the All Hours Energy Price specified in paragrph
7.3, whichever is lower.
7.5 Inadvertent Energy -
7.5.1 Inadvertent Energy is electrc energy produced by the Facility, expressed in kWh,
which the Seller deliver to Idaho Power at the Point of Deliver that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example Januar contains 744 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in Januar in excess of 7,440, 000 kWh in this example
would be Inadverent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadverent Energy, Idaho
Power wil accept Inadverent Energy that does not exceed the Maximum Capacity
Amount but wil not purchase or pay for Inadverent Energy.
7.6 Payment Due Date - Energy payments, less any payments due to Idaho Power will be disbursed
to the Seller within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Net Energy actually delivered to Idaho Power as specified in
Appendix A.
7.7 Continuing Jursdiction of the Commission .This Agreement is a special contract and, as such, the
rates, ters and conditions contained in this Agreeent wil be constred in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy, Inc., 107 Idao
781, 693 P.2d 427 (1984), Idaho Power Company v. Idao Public Utilities Commission, 107
Idaho 1122,695 P.2d 1 261 (1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idao 925,
729 P.2d 400 (1986), Section 210 of the Public Utilties Regulatory Policies Act of 1978 and 18
CFR §292.303-308
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ARTICLE VIII: FACILITY AN INERCONNECTION
8.1 Design of Facilitv - Seller wil design, constrct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilties so as to allow safe and reliable generation and
delivery of Net Energy and Inadverent Energy to the Idao Power Point of Deliver for the full
ter of the Agreement.
ARTICLE IX: METERIG AND TELEMETRY
9.1 Meterng and Telemetr - Idao Power shall, for the account of Seller, provide, install, and
maintain Meterg Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72 at the Point of Deliver.
The Meterng Equipment will be at the location and the tye required to measure, record and
report the Facility's Net Energy, Station Use, Inadverent Energy and maximum energy deliveres
(kW) in a maner to provide Idaho Power adequate energy measurement data to administer this
Agreeent and to integrate this Facilty's energy production into the Idao Power electrcal
system.
ARTICLE X - RECORDS
10.1 Maintenance of Records - Seller shall maintain at the Facilty or such other location mutually
acceptable to the Paries adequate total generation, Net Energy, Station Use, Inadverent Energy
and maximum generation (kW) records in a form and content recommended by Idaho Power.
10.2 Inspection - Either Par, after reasonable notice to the other Par, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadverent Energy and maximum generation (kW) records peraining to the Seller's Facility.
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ARTICLE XI: OPERATIONS
11.1 Communications - Idao Power and the Seller shall maintain approprate operating
communications through Idaho Power's Designated Dispatch Facilty in accordace with
Appendix A of this Agreement.
11.2 Energy Acceptace -
11.2.1 Idao Power shall be excused from accepting and payig for Net Energy or accepting
Inadverent Energy which would have otherise been produced by the Facilty and
delivered by the Seller to the Point of Deliver, if it is prevented from doing so by an
event of Force Majeure, or temporar disconnection of the Facility in accordace with
Schedule 72. If, for reasons other than an event of Force Majeure, a temporar
disconnection under Schedule 72 exceeds twenty (20) days, begining with the twenty-
first day of such interption, curtilment or reduction, Seller will be deemed to be
deliverng Net Energy at a rate equivalent to the pro rata daily average of the amounts
specified for the applicable month in paragraph 6.2. Idao Power wil notify Seller when
the interption, curtailment or reduction is terinated.
11.2.2 If, in the reaonable opinion of Idaho Power, Seller's operation of the Facilty or
Interconnection Facilties is unsafe or may otherse adversely affect Idao Power's
equipment, personnel or servce to its customers, Idaho Power may temporarly
disconnect the Facilty from Idao Power's transmission/distrbution system as specified
within Schedule 72 or tae such other reasonable steps as Idao Power deems
appropriate.
i 1.2.3 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idao Power's damages shall be limited to only the value
of the estimated energy that Idao Power was unable to accept. Idao Power wil have
no responsibilty to pay for any other costs, lost revenue or consequential damages the
Facilty may incur.
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11.3 Seller Declared Suspesion of Energy Deliveres
11.3.1 If the Seller's Facilty experences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facilty, Seller may, after giving notice as
provided in paragraph 11.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unites) within the Facilty
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveres"). The Seller's Declared
Suspension of Energy Deliveries wil begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 11.3.2 and will contiue for the
time as specified (not less than 48 hours) in the wrtten notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount wil be adjusted as specified in paragraph 6.2.4.
11.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 11.3.1, the Seller wil notify the Designated Dispatch Facility by telephone.
The begining hour of the Declared Suspension of Energy Deliveries wil be at the
earliest the next full hour after makng telephone contact with Idaho Power. The Seller
wil, within 24 hours after the telephone contact, provide Idao Power a wrtten notice in
accordance with XXIV that wil contain the beginning hour and duration of the Declared
Suspension of Energy Deliveries and a description of the conditions that caused the Seller
to initiate a Declared Suspension of Energy Deliveres. Idaho Power will review the
documentation provided by the Seller to deterine Idaho Power's acceptance of the
described forced outage as qualifying for a Declared Suspension of Energy Deliveries as
specified in paragraph 11.3.1. Idaho Power's acceptance of the Seller's forced outage as
an acceptable forced outage wil be based upon the clear documentation provided by the
Seller that the forced outage is not due do an event of Force Majeure or by neglect,
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disrepair or lack of adequate preventative maintenance of the Seller's Facility.
11.4 Scheduled Maintenance - On or before Januar 31 of each calenda year, Seller shall submit a
wrtten 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.
The Partes deterination as to the acceptabilty of the Seller's timetable for scheduled
maintenance wil tae into consideration Prdent Electrcal Practices, Idaho Power system
requirements and the Seller's prefered schedule. Neither Part shall uneasonably withold
acceptance of the proposed maintenance schedule.
11.5 Maintenance Coordination - The Seller and Idao Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
11.6 Contact Prior to Curtailment - Idaho Power wil make a reasonable attempt to contact the Seller
prior to exercising its rights to interrpt interconnection or curtail deliveres from the Seller's
Facility. Seller understads that in the case of emergency circumstances, real time operations of
the electrcal system, and/or unplanned events Idaho Power may not be able to provide notice to
the Seller prior to interption, curilment, or reduction of electrcal energy deliveres to Idao
Power.
ARTICLE XII: INDEMNIFICATION AND INSURNCE
12.1 Indemnification - Each Part shall agree to hold harless and to indemify the other Par, its
offcers, agents, affiliates, subsidiares, parent company and employees against all loss, damage,
expense and liabilty to third persons for injur to or death of person or injur to propert,
proximately caused by the indemnifying Par's (a) constrction, ownership, operation or
maintenance of, or by failure of, any of such Par's works or facilties used in connection with
this Agreement or (b) negligent or intentional acts, erors or omissions. The indemifying Par
shall, on the other Part's request, defend any suit asserng a claim covered by this indemity.
The indemifying Part shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Par in enforcing this indemity.
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12.2 Insurance - Durng the ter of this Agreeent, Seller shall secure and contiuously car the
following insurance coverage:
12.2.1 Comprehensive General Liability Insurance for both bodily injur and propert damage
with limits equal to $1,000,000, each occurence, combined single limit. The deductible
for such insurance shall be consistent with curent Insurance Industr Utilty practices for
similar property.
12.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior wrtten notice to Idaho Power.
12.3 Seller to Provide Certificate of Insurce - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall fuish Idao Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
12.4 Seller to Notify Idao Power of Loss of Coverage - If the insurance coverage required by
paragraph 12.2 shall lapse for any reason, Seller wil immediately notify Idaho Power in wrting.
The notice wil advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Materal Breach of this Agreeent.
ARTICLE XII: FORCE MAJEURE
13.1 As used in this Agreeent, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idao 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, war, hostilities, civil strfe, strkes and other labor disturbances,
earquakes, fires, lightning, epidemics, sabotage, or changes in law or reguation occurng after
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the effective date, which, by the exercise of reasonable foresight such part could not reasonably
have been expected to avoid and by the exercise of due dilgence, it shall be unable to overcome.
If either Pary is rendered wholly or in par unable to perorm its obligations under this
Agreement because of an event of Force Majeure, both Paries shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(1) The non-peorming Par shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Par wrtten notice descnbing
the pariculars of the occurence.
(2) The suspension of perormance 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 Part which arose before the occurrence causing the
suspension of performance and which could and should have bee fully
perormed before such occurence shall be excused as a result of such
occurence.
ARTICLE XIV: LIABILITY; DEDICATION
14.1 Limitation of Liability. Nothing in this Agreement shall be constred to create any duty to, any
standad of care with reference to, or any liabilty to any person not a Part to this Agreement.
Neither part shall be liable to the other for any indirect, special, consequential, nor puntive
daages, except as expressly authonzed by this Agreement. Consequential daages wil
include, but not be limited to, the value of renewable energy credits and, if the Facility is fueled
by gas produced by an anaerobic digester system, any diminution or loss of anaerobic activity due
to the inability ofIdao Power to accept energy from the Facility.
14.2 Dedication. No underakg by one Pary to the other under any provision of this Agreement
shall constitute the dedication of that Par's system or any portion thereof to the Par or the
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public or affect the status of Idao Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XV: SEVERA OBLIGATIONS
15.1 Except where specifically stated in this Agreement to be otherwse, the duties, obligations and
liabilties of the Paries are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be constred to create an association, trst, parnership or joint
ventue or impose a trst or parerhip duty, obligation or liabilty on or with regard to either
Part. Each Pary shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVI: WAIVER
16.1 Any waiver at any time by either Par of its rights with respect to a default under this Agreement
or with respect to any other matters arsing in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVII: CHOICE OF LAWS AND VENUE
17.1 This Agreement shall be constred and interpreted in accordace with the laws of the State of
Idaho without reference to its choice of law provisions.
17.2 Venue for any litigation arsing out of or related to this Agreement wil lie in the Distrct Court of
the Four Judicial Distrct ofIdaho in and for the County of Ada.
ARTICLE XVII: DISPUTES AND DEFAULT
18.1 Disputes - All disputes related to or arsing under this Agreement, including, but not limited to,
the interpetation of the ters and conditions of this Agreement, wil be submitted to the
Commission for resolution.
18.2 Notice of Default
18.2.1 Defaults. If either Par fails to perform any of the ters or conditions of this
Agreement (an "event of default"), the nondefaulting Pary shall cause notice in
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2/18/2010
wrting to be given to the defaulting Pary, specifyng the maner in which such
default occured. If the defaulting Par shall fail to cure such default withn the sixty
(60) days after serice of such notice, or if the defaulting Par reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day perod and then fails to dilgently
pursue such cure, then, the nondefaulting Par may, at its option, terinate this
Agreement and/or pursue its legal or equitable remedies.
Materal Breaches - The notice and cure provisions in paagraph 18.2.1 do not apply18.2.2
to defaults identified in this Agreeent as Materal Breaches. Materal Breaches must
be cured as expeitiously as possible following occurence of the breach.
18.3 Security for Perormance - Prior to the Operation Date and thereafter for the full ter of this
Agreement, Seller wil provide Idaho Power with the following:
18.3.1 Insurance - Evidence of compliance with the provisions of paragraph 12.2. If Seller
fails to comply, such failure wil be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
18.3.2 Engineer's Cerifications - Ever three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idao, which
Certification of Ongoing 0 & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate wil be an event of default. Such a default
may only be cured by Seller providing the required cerficate; and
18.3.3 Licenses and Perits - Dung the full ter of this Agreeent, Seller shall maintain
compliance with all perits and licenses described in paragraph 4.1. of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional perits or licenses. At least ever fift Contract Yea, Seller will update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
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compliance with the penits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failur will be an event of default
and may only be cur by Seller submittg to Idaho Power evidence of compliance
from the penittg agency.
ARTICLE XIX: GOVERNMENTAL AUTHORIZATION
19.1 This Agreement is subject to the jursdiction of those governental agencies having control over
either Par of this Agreeent.
ARTICLE XX: COMMISSION ORDER
20.1 This Agreeent shall become finally effective upon the Commission's approval of all tens and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incured expenses for ratemakng purposes.
ARTICLE XXI: SUCCESSORS AND ASSIGNS
21.1 This Agreement and all of the tens and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Paries hereto, except that no assignent
hereof by either Par shall become effective without the wrtten consent of both Paries being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any par which Idaho Power may consolidate, or into which it may merge, or to which it may
conveyor transfer substantially all of its electrc utility assets, shall automatically, without furter
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this Agrement. This aricle 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 XXII: MODIFICATION
22.1 No modification to this Agreement shall be valid unless it is in wrting and signed by both Paries
and subsequently approved by the Commission.
ARTICLE XXII: TAXES
23.1 Each Part shall pay before delinquency all taxes and other goverental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilties.
ARTICLE XXIV: NOTICES
24.1 All written notices under ths 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:
To Seller:
Orginal document to:
Peter Richardson
515 N. 27th Street
Boise, ID 83702
Telephone:
Cell:
FAX:
208-938-7901
208-867-2021
208-938-7904
E-mail: petervprichardsonandoleary.com
CoPY of document to:
Rober Paul
15690 Vista Circle
Deser Hot Springs, CA 94221
Telephone: [phone]
E-mail:
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2/18/2010
To Idaho Power:
Orginal document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idao 83707
Email: LGgrow~idahopower.com
CODY of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail: rallphin(æidahopower.com
Either Par may change the contact person and/or address information listed above, by providing wrtten
notice from an authorized person representing the Par.
ARTICLE XX: ADDITIONAL TERMS AND CONDITIONS
25.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
Appendix C
AppendixD
Generation Scheduling and Reporting
Facilty and Point of Deliver
Engineer's Cerifications
Forms of Liquid Securty
ARTICLE XX: SEVERAILITY
26.1 The invalidity or unenforceability of any ter or provision of this Agreement shall not affect the
validity or enforceability of any other ters or provisions and this Agreement shall be constred
in all other respects as if the invalid or unenforceable ter or provision were omitted.
ARTICLE XXVII: COUNTERPARTS
27.1 This Agreement may be executed in two or more counterars, each of which shall be deemed an
original but all of which together shall constitute one and the same instrent.
ARTICLE XXVII: ENTIRE AGREEMENT
28.1 This Agreement constitutes the entire Agreement of the Paries concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
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By
Dated
Paries concerning the subject matter hereof.
IN WITNESS WHEREOF, The Paries hereto have caused this Agreement to be executed
in their respective names on the dates set fort below:
Idaho Power Company
Lisa A Grow
Sr. Vice President, Power Supply
"Idao Power"
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By
Dated
Grand View Solar One PV, LLC.
Robert Paul
Managing Member
"Seller"
2/18/2010
APPENDIX A
A -1 MONTHLY POWER PRODUCTION AN SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idao Power Company
Att: Cogeneration and Small Power Production
POBox 70
Boise, Idao 83707
The meter readings required on this report wil be the readings on the Idao Power Meter Equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the Meterg Equipment and/or any other required
energy measurements to adequately administer ths 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 wil be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Project Name
Month Year
Project Number:
Address
City
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
*Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
7
State Zip
Facilty
Output
Station
Usage
Phone Number:
Station
Usage
Metered
Maxum Generation
kW
Net Generation
Breaker Closing Record~Meter*:Reason
I
¡
Ii
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Part.
Signature
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Date
2/18/2010
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idao Power will use the provided Meterg and Telemetr equipment and processes to collect
the meter readig information from the Idaho Power provided Meterg Equipment that measures the Net
Energy and energy deliver to supply Station Use for the Facilty 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 meaurements to adequately administer
this Agreement.
A-3 ROUTINE REPORTING
Once the Facilty has achieved its Opeation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Paries may mutually agree to modify this Routine
Reporting requirement.
Idao 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
. Curent Meter Reading
. Estimated Generation for the current day
. Estimated Generation for the next day
Planed and Unplaned 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
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2/18/2010
Name:
Telephone Number:
Cell Phone:
Rober Paul
760-861-1104
760-861-1104
Project On-site Contact information
Name:
Telephone Number:
Clar Lees
760-861-0322
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APPENDIXB
FACILITY AND POINT OF DELIVERY
Project Name: Grand View Solar PV One
Project Number: 21615150
B-1 DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and V AR capability (both leading and lagging) of all
generation units to be included in the Facilty.)
The system wil have a Nameplate Capacity rating of 24 DC and 20 MW AC. It will operate at a
V AR capabilty of 0.95 or better and wil be configued to meet Idaho Power's requirements. It
wil consist of mounted solar panels coverng approximately 180 acres of land using
manufactued thin filn and/or crystalline panels.
Var Capability (Both leading and lagging) .95
B-2 LOCATION OF FACILITY
Near: Grand View Highway, 16 miles west of Mountain Horne, Idaho
Sections: 4 and 5 Township: S5 Range: E4 County: Elmore 10.
Description of Interconnection Location: At the site
Nearest Idao Power Substation: Canyon Creek substation (Approximately one half mile from the
site)
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December 1, 2010 as the Scheduled First Energy Date.
Seller has selected 1.) 90 days past the date identified within the final Facility Study report in
which Idao Power shall have completed installation of the Idaho Power interconnection
equipment as the Scheduled Operation Date or 2.) If by Seller action or inaction, a final Facilty
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Study is not completed or the installation of Idaho Power interconnection equipment is delayed,
December 31, 2010 shall be the Scheduled Opeation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-4 MAXIMUM CAPACITY AMOUNT: This value wil be ~MW which is consistent with the
value provided by the Seller to Idaho Power in accordace with Schedule 72. This value is the
maximum energy (MW) that potentially could be delivered by the Seller's Facilty to the Idaho
Power electrcal system at any moment in time.
B-5 POINT OF DELIVERY
"Point of Deliver" means, unless otherwse agreed by both Paries, the point of where the Sellers
Facility's energy is delivered to the Idao Power electrcal system. Schedule 72 wil determine
the specific Point of Deliver for this Facility. The Point of Deliver identified by Schedule 72
wil become an integral par of this Agreement.
B-6 LOSSES
If the Idao Power Meterng equipment is capable of measurng the exact energy deliveres by the
Seller to the Idaho Power electrcal system at the Point of Deliver, no Losses wil be calculated
for this Facility. If the Idaho Power Meterng is unable to measure the exact energy deliveres by
the Seller to the Idaho Power electrcal system at the Point of Deliver, a Losses calculation wil
be established to measure the energy losses (kWh) between the Seller's Facilty and the Idao
Power Point of Deliver. This loss calculation wil be initially set at 2% of the kWh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrcal equipment specifications (transformer loss
specifications, conductor sizes, etc) of all of the electrcal equipment between the Facility and the
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2/18/2010
Idaho Power electrcal system, Idao Power will configue a revised loss calculation formula to
be agreed to by both paries and used to calculate the kWh Losses for the reaining term of the
Agreeent. If at any tie durg the ter of this Agreement, Idaho Power deternes that the
loss calculation does not correctly reflect the actual kWh losses attbuted to the electrcal
equipment between the Facilty and the Idaho Power electrcal system, Idao Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
B-7 METERIG AND TELEMETRY
Schedule 72 will deterine the specific meterg and telemetr requirements for this Facility. At
the minimum the Meterng Equipment and Telemetr equipment must be able to provide and
record hourly energy deliveres to the Point of Deliver and any other energy measurements
required to administer this Agreement. These specifications will include but not be limited to
equipment specifications, equipment location, Idao Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idao
Power provided equipment. Seller will arange for and make available at Seller's cost
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idaho Power's use terinating at the Idao Power facilities capable of providing
Idao Power with continuous instantaneous information on the Facilties energy production.
Idaho Power provided equipment wil be owned and maintained by Idaho Power, with total cost
of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs wil be in accordance with
Schedule 72 and the total meterng cost wil be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION AND TRANSMISSION SERVICE REQUEST
Idaho Power canot accept or pay for genertion from this Facility until a Transmission Service
Request ("TSR") and/or a Network Resource Designation (''NRD'') application have been
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2/18/2010
accepted by Idao Power's delivery business unit. Federal Energy Regulatory Commission
("FERC") Rules require Idao Power to prepar and submit the TSR and/or NRD. Because much
of the information Idao Power nees to prepare the TSR and NR is specific to the Seller's
Facilty, Idaho Power's abilty to fie the TSR and NRD in a timely maner is contingent upon
timely receipt of the required information from the Seller. Prior to Idao Power submitting the
TSR and/or NRD for this Facility, the Seller shall be required to execute an agrement with Idao
Power requesting Idaho Power to complete and submit the TSR and/or NR application. Within
this agreement the Seller shall take responsibilty for all costs incured by Idaho Power in
preparng and submittng these applications. Seller's failure to provide complete and accurate
information in a timely manner can delay the First Energy Date and may result in Seller
paying higher costs for interconnection.
i.) Transmission Servce Request (TSR)- Idaho Power will prepare and submit the
TSR within a reasonable period of time after the Seller (a) has executed an
agreement with Idaho Power requesting Idaho Power submit a TSR application
and (b) provides wrtten confirmation that the Generation Interconnection
Agreement ("GIA") between Seller and Idaho Power's deliver business unit has
been executed for this Facility and (c) provides all of the Facility-specific details
required to complete the TSR.
ii.) Network Resource Designation - Idaho Power wil complete and fie the NRD
application within a reasonable perod of time after (a) Seller has executed an
agreement with Idaho Power requesting Idaho Power submit a NRD application
and (b) this Agreeent has been executed by both parties and(c) the TSR (if
required) has been filed and accepted and (d) all necessar information has been
received from the Seller to enable Idaho Power to complete the NRD application.
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APPENDIXC
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engieer," hereby states and cerifies to the Seller as follows:
1. That Engiee is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Enginee has reviewed the Energy Sales Agreement, hereinafter "Agreement," betwee
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 IPCo Facility No. and is hereinafter refered to as
the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Rage , Boise Merdian, County, Idaho.
5. That Enginee recognizes that the Agreement provides for the Project to furnish electrcal energy
to Idao Power for a year period.
6. That Engineer has substantial experence in the design, constrction and operation of electrc
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supersed 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
bee designed and built to appropriate standads, adherence to said O&M Policy will result in the
Project's producing at or near the design electrcal output, effciency and plant factor for a twenty (20)
year perod.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
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2/18/2010
is relying on Engineer's representations and opinions contained in this Statement.
10. That Enginee certifies that the above statements are complete, tre and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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2/18/2010
APPENDIXC
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby states and
cerfies to the Seller as follows:
1. That Engieer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engieer has reviewed the Energy Sales Agreement, hereinafter "Agreement," betwee
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 IPCo Facilty No. and hereiafter refered to as the
"Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Rage , Boise Merdian, County, Idaho.
5. That Engieer recognizes that the Agreement provides for the Project to furnish electrcal energy
to Idaho Power for a year perod.
6. That Engiee has substantial experence in the design, constrction and operation of electrc
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous cerified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substatially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrcal output, effciency and plant factor for the
remaining years of the Agreement.
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2/18/2010
9. That Engineer recognizes that Idao Power, in accordace with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer cerifies that the above statements are complete, tre and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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2/18/2010
APPENDIXC
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer", hereby states and
cerfies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engieer has reviewed the Fin Energy Sales Agreeent, hereinafter "Agreement",
between Idao 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 IPCo 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 electrcal
energy to Idaho Power for a year period.
6.That Engineer has substantial experience in the design, constrction and operation of
electrc power plants of the same. tye 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 speifications independently.
8. That Engineer has reviewed the engineerng design and constrction of the Project,
including the civil work, electrcal work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilties and equipment.
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2/18/2010
9. That the Project has been constrcted in accordance with said plans and speifications, all
applicable codes and consistent with Prdent Electrcal Practices as that ter is described in the
Agreement.
10.That the design and constrction of the Project is such that with reasonable and prudent
opeation and maintenance practices by Seller, the Project is capable ofperfonning in accordance with the
ters of the Agreement and with Prudent Electrcal Practices for a twenty (20) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragrph 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, tre and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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2/18/2010
APPENDIXD
FORMS OF LIQUID SECURTY
The Seller shall provide Idao Power with commercially reasonable security instrments such as
Cash Escrow Securty, Guarantee or Letter of Credit as those terms are defined below or other
forms of liquid financial securty that would provide readily available cash to Idao Power to
satisfy the Delay Securty requireent with this Agreeent.
For the purpose of this Appendix D, the ter "Credit Requirements" shall mean acceptable
financial creditwortiness of the entity providing the securty instrment in relation to the ter of
the obligation in the reasonable judgment of Idao Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-ter or long-ter investment grade credit
rating by Standad & Poor's Corporation or Moody's Investor Servces, Inc. shall be deemed to
have acceptable financial creditwortness.
1. Cash Escrow Securty - Seller shall deposit fuds in an escrow account established by the
Seller in a banng institution acceptable to both Pares equal to the Delay Securty.
2. Guarantee or Letter of Credit Securty - Seller shall post and maintain in an amount
equal to the Delay Securty: (a) a guaranty from a par that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or (b) a Letter of
Credit in a form acceptable to Idaho Power, in favor of Idaho Power. The Letter of
Credit wil be issued by a fmancial institution acceptable to both paries.
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2/18/2010
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-10-19
IDAHO POWER COMPANY
RESPONSE TO STAFF'S
PRODUCTION REQUEST NO.6
RICHADSON & O'LEY, PW:
ATTORNEYS AT LAW
Peter Richardson
Tel: [phone] Fax: [phone]
percfli r ich ard50 D andol eary.com
P.O. Box 7218 B,,¡...1D 83707 . ~15 N. 27th St. Bo¡... ID 8;1702
December 24, 2009
Randy Allphin
Contract Administrator
Idaho Power Company
1221 West Idaho
Boise, Idaho 83702
HAND DELIVERY
Dear Randy:
Enclosed you wil find the fuly completed power purchase agreement for Grand View
Solar One PV. We are ready for you to complete your internal review and provide us
with an execution ready agreement.
Please feel free to give me a call if you have any questions and have a merry Christmas!
since.r.:.Miy your.s~.1 ... ) ,../ /1 _'7ì/. /' .f!/~ ~
PetWRichard~~n ~B # 3195
RICHARDSON & O'LEARY PLLC