20120314IPC to Grand View [1-12].pdf

RECEIVED
esIDA~POR(I
An 10ACORP Company
JASON B. WILLIAMS
Corporate Counsel
jwilliams(ëidahopower.com
March 13, 2012
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilties Commission
472 West Washington Street
Boise, Idaho 83702
Re: Case No. IPC-E-12-01
GRAND VIEW PV SOLAR THREE, LLC, COMPLAINANT, GRAND VIEW
PV SOLAR FOUR, LLC, COMPLAINANT VS. IDAHO POWER COMPANY,
RESPONDENT
Dear Ms. Jewell:
Enclosed for filing please find an original and three (3) copies of Idaho Power
Company's Response to the First Production Request of Grand View PV Solar Three,
LLC, and Grand View PV Solar Four, LLC ("Grand View") to Idaho Power Company in
the above matter.
Also enclosed in a separate envelope are four (4) copies of confidential
documents and four (4) confidential disks provided in response to Grand View's First
Production Request. Please handle the confidential information in accordance with the
Protective Agreement executed in this matter.
\.
Very truly yours,\.
¿7Jason B. Wiliams
JBW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, 10 83707
DONOVAN E. WALKER (ISB No. 5921)
JASON B. WILLIAMS (8718)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker(áidahopower.com
jwilliams(áidahopower.com
Attorneys for Idaho Power Company
RECEIVED
2112 MAR , 3PH~: 55
IDAHO PUBLIC
UTILITIES COMMiSSION
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
GRAND VIEW PV SOLAR THREE, LLC, )
)Complainant, )
)
GRAND VIEW PV SOLAR FOUR, LLC, )
)Complainant, )
)vs. )
)IDAHO POWER COMPANY, )
)Respondent. )
)
CASE NO. IPC-E-12-01
IDAHO POWER COMPANY'S
RESPONSE TO THE FIRST
PRODUCTION REQUEST OF
GRAND VIEW PV SOLAR THREE,
LLC, AND GRAND VIEW PV
SOLAR FOUR, LLC, TO IDAHO
POWER COMPANY
COMES NOW, Idaho Power Company ("Idaho Powet' or "Company"), and in
response to the First Production Request of Grand View PV Solar Three, LLC, and
Grand View PV Solar Four, LLC ("Grand View") to Idaho Power Company dated
February 21,2012, herewith submits the following information:
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 1
REQUEST FOR PRODUCTION NO.1: Please provide copies of all Documents
and communications Idaho Power has had (both internal and external) regarding Grand
View PV Solar Three, LLC and Grand View PV Solar Four, LLC.
RESPONSE TO REQUEST FOR PRODUCTION NO.1: Idaho Power objects to
this Request as the information sought is overly broad and would be unduly
burdensome to produce.
Idaho Power objects on the grounds that some of the information sought is
prohibited from disclosure by the attorney-client privilege. Specifically, communications
between Idaho Powets attorneys and other Idaho Power employees, agents, and
consultants is protected by the attorney-client privilege and wil not be disclosed.
Additionally, external communications with Grand View PV Solar Three, LLC,
and Grand View PV Solar Four, LLC, as well as their counsel are within the possession
and control of those parties.
Notwithstanding Idaho Powets objection submitted on March 6, 2012, and
without waiving such objection, Idaho Power has attached copies of all non-privileged
Documents and communications Idaho Power has had (both internal and external)
regarding Grand View PV Solar Three, LLC, and Grand View PV Solar Four, LLC.
Some of the pages of the attached documentation are deemed confidential and
proprietary and wil be provided to parties that have executed the Protective Agreement
in this proceeding. In addition, Idaho Power Grid Operations has no Documents related
to Grand View PV Solar Three, LLC, or Grand View PV Solar Four, LLC, as there have
been no Generator Interconnection Requests from anyone identified by those names.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 2
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, and Rich Bauer, Grid Operations
Manager, Idaho Power Company, in consultation with Jason B. Wiliams, Corporate
Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 3
REQUEST FOR PRODUCTION NO.2: Please explain, and provide all
Documents related to, Idaho Powets denial of the allegation contained in Paragraph 14
of the Formal Complaint filed by Grand View PV Solar Three, LLC and Grand View PV
Solar Four, LLC with the Idaho PUC on January 3, 2012, (hereinafter the "Complaint").
RESPONSE TO REQUEST FOR PRODUCTION NO.2: To clarify Idaho
Powets answer to paragraph 14 of the Complaint, the Company has not received the
construction deposit identified in the Generator Interconnection Agreement with Grand
View PV Solar One, LLC. The studies for Grand View PV Solar Two, LLC, had not
been completed at the time Idaho Pow~r filed its Answer.
The response to this Request was prepared by Rich Bauer, Grid Operations
Manager, Idaho Power Company, in consultation with Donovan E. Walker, Lead
Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 4
REQUEST FOR PRODUCTION NO.3: Please admit that On July 10, 2011,
Idaho Power, through its attorney Donovan Walker, stated that, "IPC has tendered a
draft contract for this project, which was rejected by the project." And also in the same
communication that "To clarify: the parties wil sign the last tendered draft contract, to
which you indicated the project was in complete agreement with - except for a change
in the project name, and the Environmental Attribute language in Article 8."
A. If you admit, then please reconcile that admission with Idaho Powets
denial of the allegation contained in Paragraph 23 of the Complaint.
B. Please specifically identify, and provide all related Documents, all issues
associated with the Grand View PV Solar Three, and Four contracts that were
unresolved as of July 2, 2011, other than REC ownership and a correction to the names
of the projects.
C. Please specifically identify, and provide all related Documents, each
difference between the PPA offered to Grand View on December 2, 2011 and the PPA
"tendered" by Mr. Walker in July 2011. Please explain and Document the reason for
each identified difference.
RESPONSE TO REQUEST FOR PRODUCTION NO.3:
A. Please see Idaho Powets Answer, paragraph 23, for its response to
paragraph 23 of the Complaint. Additionally, the July 10, 2011, communication referred
to is included in the Company's response to Grand View's Request for Production No.
1 , and such communication speaks for itself.
B. As of July 2, 2011, nothing with regard to proposed contract pricing, terms,
or conditions had been resolved. Grand View PV Solar Three, LLC, and Grand View
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 5
PV Solar Four, LLC, did not make a formal request for contracts with Idaho Power until
July 20, 2011.
C. Idaho Power records indicate that draft contract terms and conditions,
discussed and provided in July 2011 were in regards to a potential draft contract for the
Grand View PV Solar Two. LLC. project and therefore not specifically applicable to the
Grand View PV Solar Three. LLC. and Grand View PV Solar Four. LLC. draft contracts
provided in December 2011.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contract Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 6
REQUEST FOR PRODUCTION NO.4: Idaho Power denies the first sentence in
Paragraph 27 of the Complaint, which sentence states that, "Grand View gave Idaho
Power no reason to make the assumption that it was 'waiting for the resolution' of Grand
View PV Solar Two's complaint on ownership of environmental attributes." Please
provide copies of all Documents and communications and/or notes from
communications with or from Grand View upon which Idaho Power relied in making the
referenced assumption.
RESPONSE TO REQUEST FOR PRODUCTION NO.4: Please refer to the
various e-mails, correspondence, and Documents provided in the Company's response
to Grand View's Request for Production NO.1. Throughout the e-mails and Documents,
numerous references are made to "Grand View Solat' and quite often no specific
identification as to projects One, Two, Three, or Four.Mr. Richardson
represents/represented the Grand View Solar projects One, Two, Three, and Four
collectively and, quite often, was/is not specific with regard to making a distinction
between projects One, Two, Three, or Four. For an additional example, please see the
Complaint in this matter, p. 4-11, where allegations vary from paragraph to paragraph
between projects One, Two, Three, or Four - and sometimes refer collectively to only
"Grand View." Although the Complaint defines "Grand View" as referring only to Grand
View PV Solar Three, LLC, and Grand View PV Solar Four, LLC, some allegations in
the Complaint that state "Grand View" refer to events relative to only Grand View PV
Solar Two, LLC, etc.
As those Documents indicate, throughout July 2011, Mr. Richardson was in
discussions with Idaho Power in regards to the Grand View PV Solar Two, LLC,
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 7
contract. At one time during these discussions, Mr. Richardson made an offer of
settlement that was considered by Idaho Power, but as noted in the July 10 letter from
Idaho Power to Mr. Richardson, and reaffirmed in an e-mail from Idaho Power to Mr.
Richardson on July 26, 2011, the project rejected the language that the project had
previously proposed itself. Please see the Company's response to Grand View's
Request for Production No. 3.A. On July 20, Mr. Richardson advised Idaho Power that
he would proceed with a complaint at the Idaho Public Utilties Commission. Within this
e-mail.Mr. Richardson specifically states "Grand View Solats position. . . ," it does not
specify Grand View PV Solar One, Two, Three, or Four. As Mr. Richardson was
representing all of the Grand View Solar projects, it was reasonable to assume that Mr.
Richardson was making this statement in regards to all the Grand View Solar projects.
Not until an e-mail from Mr. Richardson dated September 6, 2011, did Mr. Richardson
clarify that "We do not want to wait to get the execution ready contracts from Idaho
Power while the complaint case wends its way through the process."
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 8
REQUEST FOR PRODUCTION NO.5: Please provide copies of all
correspondence, Documents, notes and all other material related to Idaho Powets
PURPA contract with Interconnect Solar. Said information should include the avoided
cost pricing models and inputs in both hard copy and usable electronic format.
RESPONSE TO REQUEST FOR PRODUCTION NO.5: Idaho Power objects to
this Request on the grounds of relevancy and that it is beyond the scope of the issues
raised in this case.
Idaho Power also objects on the grounds that the information sought is
confidential, proprietary, and trade secret information that belongs to Interconnect Solar
Development, LLC. Idaho Power wil not disclose such materiaL.
The response to this Request was prepared by Jason B. Wiliams, Corporate
Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 9
REQUEST FOR PRODUCTION NO.6: Idaho Power denied the allegation in
Paragraph No. 32 of the Complaint to the effect that Idaho Power did not respond to an
October 21, 2011 emial (sic) inquiry as to the status of the PPAs for Grand View PV
Solar Three and Four. Please provide all Documents relied upon by Idaho Power in
making said deniaL.
RESPONSE TO REQUEST FOR PRODUCTION NO.6: Idaho Power did not
rely upon any Documents in denying the allegations of paragraph No. 32 of the
Complaint. The entire contents of paragraph No. 32 of the Complaint are as follows:
"Idaho Power did not respond." Grand View's Complaint proves that Idaho Power did
indeed respond. For example, paragraph Nos. 36 and 38 of the Complaint indicate
Idaho Power responded to Grand View's requests.
The response to this Request was prepared by Jason B. Willams, Corporate
Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 10
REQUEST FOR PRODUCTION NO.7: Idaho Power denied the allegation in
Paragraph No. 34 of the Complaint to the effect that Idaho Power did not respond to a
November 21, 2011 emial (sic) inquiry as to the status of the PPAs for Grand View PV
Solar Three and Four. Please provide all Documents relied upon by Idaho Power in
making said deniaL.
RESPONSE TO REQUEST FOR PRODUCTION NO.7: Please see the
Company's response to Grand View's Request for Production NO.6.
The response to this Request was prepared by Jason B. Willams, Corporate
Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 11
REQUEST FOR PRODUCTION NO.8: Please admit that the PPA Idaho Power
provided to Grand View on December 2, 2011 does not contain avoided cost rates
calculated using the inputs to the IRP methodology that were in effect in July 2011. If
you admit, please Document each input that results in different avoided cost rates and
the impact of each changed input on avoided cost rates.
RESPONSE TO REQUEST FOR PRODUCTION NO.8: The avoided cost rates
included in the December 2, 2011, draft agreement contain avoided cost pricing based
upon the inputs as presented in the December 15, 2011, presentation Idaho Power
made to the Idaho Public Utilties Commission. A copy of that presentation is attached.
In comparison to inputs that would have been used in July 2011, the significant
differences are:
. In July 2011, the 2009 Integrated Resource Plan ("IRP") preferred
portolio and IRP setup was being used.
. In December 2011, the 2011 IRP preferred portolio setup was used.
. In July 2011, the 2009 IRP natural gas forecast prices were being
used.
. In December 2011, the August 2011 Northwest Power and
Conservation Council's updated natural gas forecast was used.
. In July 2011, an avoided cost of capacity component was used in the
total avoided cost for all months of the proposed contract.
. In December 2011, an avoided cost of capacity component was only
included in the total avoided cost beginning in July 2016, which aligns
with Idaho Power's capacity needs as identified in the 2011 IRP.
. In July 2011, no solar integration cost was being included.
. In December 2011, a $6.50 solar integration cost was included in the
total avoided cost.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 12
· The December 2011 proposed agreement contains individual monthly
Heavy and Light Load purchase prices, which is an evolution from July
2011 and better reflect the true values created by the IRP
methodology.
Idaho Power has not isolated the individual impacts that each of these changes
has made on the total avoided cost calculation.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 13
REQUEST FOR PRODUCTION NO.9: Please provide all Documents, notes,
correspondence and inputs and calculations related to the calculation of the rates
contained in:
A. The PPA Idaho Power provided to Grand View on December 2, 2011;
and,
B. The PPA Idaho Power provided to Interconnect Solar in October 2011.
RESPONSE TO REQUEST FOR PRODUCTION NO.9:
A. Please see the Company's response to Grand View's Request for
Production No. 11.
B. See Idaho Powets response to Grand View's Request for Production No.
5.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, and Jason B. Wiliams, Corporate
Counsel, in consultation with Donovan E. Walker, Lead Counsel, Idaho Power
Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 14
REQUEST FOR PRODUCTION NO. 10: Please explain why the PPA provided
to Grand View on December 2, 2011, contains a clause in Section 1.12 addressing "low
wind availabilty."
RESPONSE TO REQUEST FOR PRODUCTION NO. 10: The "low wind
availabilty" referenced in Section 1 .12 contained in the power purchase agreement was
used as a starting point for the initial negotiations of the draft power purchase
agreement and inadvertently was not removed in this initial draft template. As this draft
agreement was clearly marked as an initial draft agreement for discussion purposes,
this and any other items needing correction or further negotiations would have been
reflected in a final agreement.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 15
REQUEST FOR PRODUCTION NO. 11: Please explain whether the PPA
provided to Grand View on December 2, 2011, accounts for seasonal differentials in
avoided cost rates. If it does account for seasonal differentials in avoided cost rates
please Document that differential with copies of all studies, notes and information
explaining the differential and how it is reflected in the avoided cost rates in the PPA.
RESPONSE TO REQUEST FOR PRODUCTION NO. 11: The draft agreement
provided on December 2, 2011, includes Appendix F, "Monthly Energy Prices."
Appendix F contains a list of individual monthly Heavy and Light Load prices for every
month of the proposed contract term. These prices are a monthly Heavy and Light
Load summary of the individual hourly prices established using the IRP methodology.
Thus, not only do these prices reflect seasonal price differentials but also monthly
Heavy and Light Load price differentials. Provided on the confidential CD is an Excel
file with the IRP methodology files and inputs. The confidential CD wil be provided to
those parties that have signed the Protective Agreement in this proceeding.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Lead Counsel, Idaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 16
REQUEST FOR PRODUCTION NO. 12: Idaho Power admitted that it provided
Grand View with a contract on December 2, 2011 that contains rates substantially below
the rates it offered to Interconnect Solar in October 2011. Please provide all
Documentation supporting the change in avoided cost rates between October 2011 and
December 2, 2011.
A. Did the Idaho Public Utilties Commission approve the reduction in
avoided cost rates reflected in the Solar PPA offered to Interconnect Solar and the Solar
PPA offered to Grand View two months later? If so, please provide Documentation
showing said approval and provide copies of all authority relied upon to effect the
change in avoided cost rates.
B. Please Document Idaho Power's internal decision to change the IRP
methodology inputs that resulted in lower avoided cost rates between offering
Interconnect Solar its PPA in October and the December 2 PPA offered to Grand View.
Include all notes, memorandum, Board of Directots minutes and agenda and any other
writing Documenting the decision to change the inputs resulting in lower avoided cost
pricing for Grand View on December 2, 2011, from the avoided cost pricing offered to
Interconnect Solar in October, 2011.
RESPONSE TO REQUEST FOR PRODUCTION NO. 12: Please see the
Company's response to Grand View's Request for Production NO.8.
A. Idaho Power applied the Commission-approved, I RP-based, negotiated
avoided cost methodology. The authority relied upon is the Commission's various
orders implementing this methodology and commenting upon its use in various
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 17
contracts and proceedings. These orders are publicly available, and are not individually
included with this response.
B. Please see the Company's response to Grand View's Request for
Production No. 12.A. There are no Board of Directors' minutes or agenda related to this
Request. Idaho Power applied the methodology as stated above, and there was not a
decision point escalated for approvaL.
The response to this Request was prepared by Randy C. Allphin, Senior Energy
Contracts Coordinator, Idaho Power Company, in consultation with Donovan E. Walker,
Lead Counsel, Idaho Power Company.
DATED at Boise, Idaho, this 13th day of March 2012.\
\.
S B. WILLIAMS
orney for Idaho Power Company
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY - 18
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 13th day of March 2012 I served a true and
correct copy of IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC, AND GRAND
VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY upon the following
named parties by the method indicated below, and addressed to the following:
Commission Staff
Kristine Sasser
Deputy Attorney General
Idaho Public Utilties Commission
472 West Washington
P.O. Box 83720
Boise, Idaho 83720-0074
-- Hand Delivered
U.S. Mail
_ Overnight Mail
FAX _
-- Email Kristine.Sasser(ápuc.idaho.gov
Grand View PV Solar Three, LLC, and
Grand View PV Solar Four, LLC
Peter J. Richardson
Gregory M. Adams
RICHARDSON & O'LEARY, PLLC
515 North 2¡th Street (83702)
P.O. Box 7218
Boise, Idaho 83707
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
-- Email peterCcrichardsonandoleary.com
gregCcrichardsonandoleary. com
I
\
~~BOillams
--
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST
PRODUCTION REQUEST OF GRAND VIEW PV SOLAR THREE, LLC,
AND GRAND VIEW PV SOLAR FOUR, LLC, TO IDAHO POWER COMPANY -19
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-12-01
IDAHO POWER COMPANY
RESPONSE TO GRAND VIEW'S
REQUEST FOR PRODUCTION NO.1
Page 1 of 175
~hin, Randy
From:
Sent:
To:
Cc:Subje:
Atchments:
Peter RichardSQn rpeter~richardsonandoleary.coml
Tuesday, February 15, 2011 5:47 PM
Allphin, Randy
robertpauI08~gmaii.com; Walkér, DonOVan
FW; G~hd V~ Two 87~
8760_KWH_ldaho (1 ).xlsm; Document.pdf
Rady here is the request letter and an excel spreadsheet with the 8760. There are two notes you need to make,
fist same of the numbers are negative to account for auxiliar load. Also it does not account for Daylight
Savings Tiie or leap year.
Pete Richardson
Richadson & O'Lear
515 N. 27th Street
Boise, Idaho 83702
[phone]
! SIG:4d5b046f272541665320336!
1
Page 2 of 175
lUCll0N & Q'IfE4RY. PU
ATTIlItNEYS AT l".
Peter Richardson
Tel: 208.9Ja.790 i 1'"", 208.9311.7904
p'l"~ IÌ( hard. 0 n i odol "'y.(O",
p.o. 8"" 7218 Bol...iO 83707 . 515 N. 27th 5,. 801". lO 113702
Febry 15,2011
Randy Allphin
Senior Planing Admistrator
Idao Power Company
1.221 West Idaho
Boise, Idaho 83702
VIA ELECTRONIC AND U.S. MA
Re: Grand View Solar PV II
Dear Randy:
As I promised in our meetng ths afmoon I am writing to formally request that Idao
Power provide Ord View Solar with Idao Power's avoided cost calculation bas on
the 8760 hour production estimates. The spreadsheet is quite large, so I have sent it to
you as an excel fie via electronic mal today. Please let me know if you would like for it
to be saved to a disc for your use. I understand that due to others mang similar requests
that we should expect your response by the end of next week. Than you for your time.
.Å-._
RICHARDSON & O'LEARY, PLLC
Cc: Donovan Walker
THESE- PAGES OF THE
ATTACHMENT ARE
CONFIDENTIAL
AND Will BE PROVIDED
TO THOSE PARTIES THAT
HAVE SIGNED THE
PROTECTIVE
AGREEMENT
Page 13 of 175
Allphin, Randy
From:
Sent:
To:
Cc:
Subject:
Peter Richardson rpeter~richardsonandoleary,coml
Wednesday, February 16, 2011 9:24 AM
Allphin, Randy
robertapauI08~maiLcom; Walker, Donovan
RE: Grand View Two 8760
Understood. We wìll get that to you today.
Peter Richadson
Richardson & O'Lea
515 N. 27th Street
Boise, Idaho 83702
[phone]
From: Allphin, Randy (mailto:RAllphin(Qidahopower.com)
Sent: Wednesday, February 16, 20119:22 AM
To: Peter Richardson
Cc: tObertpauI08~gmail.com; Walker, Donovan
Subject: RE: Grand View Two 8760
I used line 11 as an example as I am need to know what hour of what day each of the Iînes represent, the best
would be if you could add day and hour to each line.
I do not belîeve we wil need anything else, but I qualify this that until we start plugging the project into the
model I wil not know for Sure.
Randy
From: Peter Richardson (mailto: peter(richardsonandoleary .com)
Sent: Wednesday, February 16, 20119:17 AM
To: Allphin, Randy
Cc: robertpauI08~gmail.com; Walker,. Donovan
Subjec: RE: Grand View Two 8760
Randy, to be clear; the spread sheet has the genertion number, but we are rug down what hour and
what day line i 1 represents, correct? Is there anyting else that your AURORA folks need other than
that. -Pete
Peter Richadson
Richardson & O'Lear
515 N. 27th Street
Boise, Idaho 83702
[phone]
From: Allphin, Randy (mailtmRA IIphin(9idahopoer.coml
Sent: Wednesday, February 16, 2011 9:11 AM
To: Peter Richardson
1
Randy
Page 14 of 175
cc: robertpauI08(QgmaH.com; Walker, Donovan
Subject: RE: Grand View TWo 8760
We can accommodate both runs, however I cannot begin either until I get the final estimated Kwh
ge.neration, then once i get these values we wil need to format the data into a form that the model can
use., as I stated in our meeting the model runs require a couple days to complete, adding a second run
wil add a couple days to our response time to your original request.
From: Peter Richardson (mailto:peter(Qrichardsonandoleary.com)
Sent: Wednesday, February 16, 2011 9:02 AM
To: Allphin, Randy
Cc: robertpauI08(Qgmail.com; Walker, Donovan
Subjec: RE: Grand View Two 8760
Good mornng, Randy.&n bsp; We would like for your folks to ru the model twce, assummg
two possible on line dates -- December 31 ,2011 and December 31,2012. So, we would like to
see the AURORA number for each date. There may be opportties to build both projects
(Grand View I and II) at the same tie, but we would lìke the flexibi1tyat this time to see bot
on line dates. As to understanding liie 11; we are contactiig the modeling exper who produce
the excel spreadsheet this momiig to answer your question.
Given the time pressure we are under, with the federal tax credit expiring at the end of this year
and the state ta rebate expirig at the end of June, we would hope that the uncerainties
surounding contract ters wil be resolved expeditiously.
Peter Richardson
Richardson & O'Lear
.515 N. 27th Street
Boise, Idaho 83702
[phone]
From: Aiiphin, Randy (mailto:RAllphin(Çlidahopower.com)
Sent: Wednesday, February 16, 2011 6:44 AM
To: Peter Richardson
Cc: robertpauJ08(Qmail.com; Walker, Donovan
Subject: RE: Grand View Two 8760
Thank for this information,
To be sure I am reading your file correctly - what day and time is the 21 8.384 on line 11
associated with -I assume January 1, but what time of that day?
Also, I need your estimated scheduled online date so that we can run this model beginning with
that date, also what term of contract do you want?
Randy
From: Peter Richardson (mailto:peer(Qrichardsonandoleary.com)
Sent: Tuesay, February 15, 2011 5:47 PM
2
Page 15 of 175
To: Allphin, Randy
Cc: robertpauI08(Qgmail.co; Walker, Donovan
Subjec: FW: Grand View Two 8760
Randy here is the request letter and an excel speadsheet with the 8760. There are two
notes you need to make, first some of the numbe are negative to account for auxilar
load. Also it does not account for Daylight Savings Time or leap year.
Peter Richardson
Richason & O'Lear
515 N. 27th Street
Boise, Idao 83702
[phone]
.....~-
This trsmsson may contain inforon th is privilege confidetil anilor eieml't frm disalos UT under applicale law. Ifyoiill nct
the intened reipient. you ar he notified tlt any disclosure, copy distbution, at use of the infor:ion contained h=n (inclUdng
any reUance ther) is STRCTI Y PROHIBIT.. lfyou reeived this trsion in err, plew îiediately conta iJe sener and
desy the materal in its entiret. whet in electonic or har coy format. Thii you.
3
Page 16 of 175
~hinlRandY
From:
Sent:
To:
Cc:
Subject:
Allphin, Randy
Thursday, February 17, 2011 12:40 PM
'Robert Paul'
Peter Richardson; Walker, Donovan
RE: Answers 8760
Tracking:Recipient
'Robert Paul'
Peter Rletardson
Walker, Donovan
Read
Read: 2/17120111:30 PM
Robert, at a glance this looks like what we need, I have forwarded it to our analyst to put in final fortt for input into our
system. If he has any questions I wil get back to you. Just looking at this data, it wil probably be a day or two before
we have it in the final form.
With Monday being holiday for us, I would expect the first runs of the model wil start Tuesday or Wednesday of next
week, results should be available late next week or early the following week.
As we discussed, once we get these results we wil need to work through the precise pricing schedules, performance
guarantees etc,
Randy
From: Robert Paul (mailto:robertpauI08(ggmail.com)
sent: Thursay, February 17, 2011 11:04 AM
To: Allphin, Randy
Cc: Peter Richardson
Subject: Re: Answers 8760
Randy, let's tr this. Attached find 8760 with a higher resolution, both in data and descrptions.
While ths data predicts performance from one manufactuers Monocrystalline cells, it is possible in the fial
technology selection, we may employ either ths manufacturer or a different brand, we ca expect similar
perormance in the same hours. We just don't want to be tied to one manufacter at ths stage.
In any case Idaho Power wì1 be paying for actual production.
I wì1 say that daylight savings times and such wil have little impact as anyone hour shift, will have little
impact on actual kWh produced. As the sun comes up, or goes down, the arays will star or stop producing in
ver small increments, too small to drive the inverers to start or stop generating AC power. Much as wind
tubines need a mimum cut in speed to operate, as opposed to simply tung the blades, the inverers need to
see a minimum collectve value to trgger the AC conversion.
Regards,
Rober A. Paul
On Thu, Feb 17, 2011 at 9:39 AM, Allphin, Randy "-RAllphinaldahopower.com;; wrote:
1
Page 17 of 175
i see his daes and hour only extend through Jan 4th. I know the question wi cQte up in regard to how the data
handles daylight savings time chage, so to prevnt that question would you please have the date and times extended over
the entire 8760 hour, tht way we wil have your exact data and we do not need to do any guessing.
Randy
From: Rober Påul (maílto:robepaulOSiqgmail.com 1
Sent: Thurday, Februar 17, 2011 9:09 AM
To: Allphi, Ray
Subject: Anwers 8760
Randy, here is the response from the engieer who created the 8760
Regards,
Rober
---------- Forwarded message ----------
From: Ray Sundstrom .:rayWwholearenergy.com::
Date: Thu, Feb 17~ 2011 at 8:53 AM
Subject: RE: Fw: Anwers 8760
To: roberapaulO8cfgmaiL.com
Hi Robert
I have added dates and times for the fist 4 days. The ret of the file just continues through all th days of the year with outputs for
each hour. I notice that the is some variation in the results and each day doesn't smoothly increase each hour until sumer and then
decrease smoothy. The weathr files used ar sttistical records so I assume they are including random varation as would be seen in
reality.
Thi file prbably cannot be loaded into a simulator DOW since I have added lines and columns so beware.
Ray
2.
Page 18 of 175
Ray D. Sundsm
eTO, Who1ear Energy Inc.
40&-300-4730
------- Orgial Message --------
Subject: Fw: Anwers 8760
From: roberpaul08(ggmail.com
Date: Thu, Febru 11,2011 6:05 am
To: "Ray Sunstrm" ""ray(wholeaengy.cot
Ray, sorr to make this more cOlllicated, could you add a date an time Hl1e to the 87601
See utility request below.
Regards,
Robert A. Paul
------Originl Message.--~---
From: Rady Allphin
To; Robert Paul
To: Pet Richason
Subject: RE: Answers 8760
Sent: Feb 17,2011 6:57 AM
As ths may make sense, it has me totally confued. Would you please add a colum to your spread sheet with the day and
tie for each line of data.
Tha. Ray
----Orgi Message-----
From: robertpau108(gil.com (miiltbe08tßgmil coml
Sent: Wednesdy, Febru 16, 2011 11 :52 AM
To: Alphi Rady; Peter Richadson
Subject: Answers 8760
Randy,
I looked up the sunrse an sunet for the Grand View location and they are 7:23am and 4:46pm on Januar 1,201 1. The
fit hour wíthpower generted is the 10th line (218.384KWH) so I assume that is the 9am to lOam period. Th works out
correctly if the fist line (OKWH) is l2am to lam, etc. The last power generated that day is 3432.88KWH whch would be
the 3pm to 4pm period. That does set in the middle of the sunrse an sunst nwnbe so it makes sense. I assume tht the
hour blocks that include sunrse and sunset do not generte enough power to meet the minimum voltage on the inverer so
there is no powe generted for those hours.
I don't know why the first hour is 0 instead of -4.98314. It is probably some start-up anomaly of the simulator. The errr
should be negligible.
I hope this helps"
Tha, Rady
Sent via BlackBer by AT&T
3
Page 19 of 175
Th trion may conta innnation tht is pnvileged, oofiden anor exempt from dilos unde
appDcable la. If you ar not th ined reipiem you ar herby notifi tht an dilo$U, C:Opyil,
distribution or use of th infotion conta he (inclu an relia th) is STRCTY PR.OHIBITED. If
you reive th trmisson in er, ple ìmtely contat th seer an des th màiil ii it
enti, wheth in elctonc or ha copy for Th you.
Sen vi BlakBer by AT&T
Rober A. Paul
Alterative Power Developent, Norwest, I.
515 N. 27t Stree
Boise, ID 83702
760-861-1104
Emai: robepaul08Ci.com
Rober A. Paul
Alterative Power Developent, Nortwest, LLC
515 N. 27th. Stree
Boise, ID 83702
76()861-1104
Emai: roberpau08(ØgmaiLco
4
THESE PAGES OF THE
ATTACHMENT ARE
CONFIDENTIAL
AND WILL BE PROVIDED
TO THOSE PARTIES THAT
HAVE SIGNED THE
PROTECTIVE
AGREEMENT
Page 24 of 175
~hin. Randy
From:
Serit:
To:
Cc:
Subject:
Pagoaga, Richard
Friday, February 25. 2011 11 :29 AM
Allphin, Randy; Darrington, Michael
DeVol, Philp; Stokes, Mark
Grandview Solar Two & AURORA
Randy/Mike,
I was having rnajor problems running the PURPA runs in AURORA (this is the version With 2009IRP). None of
the PURPA runs were working. Morgan and I worked late last night to debug the problem then meet again this
morning. We finally found the problem and made the necessary fix. I have now started running Grandview
Solar Two. I wil analyze the output with Mike Monday morning.
Thank you,
Rich Pagoaga Jr.
IDAHO POWER COMPANY
Power Supply Planning
(208) 388~a975
1
Page 25 of 175
~hini Randy
From:
Sent:
To:
Subject:
robertapauI08~mail.com
Thursday, March 10, 20112:12 PM
Allphin, Randy; Peter Richardson
Re: Dra Grand View Solar II purchase power agreement
Than you Mr. Allphi.
Alow us a few days to review and comment.
We appreciate your efforts in helping to brig Grand View PV Solar Two to frtion.
War Regards,
Rober A. Paul
Sent via BlackBerr by AT&T
From: "Allphin, Randy" ..RAllphiCfidahopower.coin:;
Date: Thu, 10 Mar 2011 13:59:43 -0700
To: 'roberapaul08€ygmail.com'..roberapaul08CfgmaiL.com:;
Cc: 'Peter Richardson'..peterCichasoandolear.com::; Walker, Donovanc:Walercældahopower.coj:
Subject: Draft Grd View Solar II purchase power agreeent
Mr. Pauli
As you requested attached is a draft PURPA purchase power agreement for your proposed Grand View II 20 MW sOlår
project.
The pricing contained within this proposed agreement is based upon the energy shape you provided that we then used
to execute the IRP pricing modeL.
ThiS draft agreement is för discussion purposes only and Idaho Power reserves the right to modify this agreement at any
time until both parties have executed an agreed upon document.
Only after agreement by both parties, execution of an agreement by both parties and approval of the Agreement by the
Commission shall a binding commitment exist.
Please review and contact me with any questions you may have.
Randy_..MOle-
This trsmssion may conta infonnation that is prvileged, cofidential andor exempt frm disclosur uner aplicable law. If you ar not Ibe intende teipient, you ar heieby
notified thi iiy dicloure, clpying, distrbuliOl, Or use of tne informtion contined h~in (incliiing noy reliance ther!l) is. STRCTY PROHi:ITED. If you ~ve Ibis
traìssion in er, pleae immediately contact Ibe sede an destroy the matial in its entirey, whether in electronic or ha copy funn. Thank you.
1
Page 26 of 175
Allphin, Randy
From:
Sent:
To:
Subject:
Allphin, Randy
Friday, March 25, 2011 1 :11 PM
'robertapauI08~gmail.com'
Grand View solar II proposed pricing
Robert, it was good meeting with you today.
To recap - Grand View solar I - We agreed that if I can get my legal and management approval we wil execute an
additional document that specifies that the project shall own all Environmental Attributes for the first 10 contract years,
then Idaho Pow.er wIll own all Environmental Attributes the last 10 contract years. i have briefly discussed this with
legal and management and was advised to work on getting the document created, no opposition to our idea at this time,
but both legal and management have reserved their final decision to the final document.
Grand View Solar 11-
Based on the energy shape you had previously provided to Idaho Power we have ran that information through our IRP
model, the resulting levelized price is $105.07 per MWh.
The table below has the annual, seasonalized, and Heavy and light load prices. As you wil see I have included a July and
August "Heavy load Peak hour price and Heavy load standard hour price". This pricing model provides a project that is
able to generate more energy during our July and August peak energy times an incentive to do so.
As i expressed, we need to work very hard to create at minimum a 50% Idaho Power ownership of the Environmental
Attributes from this project. I believe the prices below are above what you were thinking and also with the peak hour
pricing I assume this wil also help your economic models. I would again like to propose that we give serious
consideration to 50% ownership for all Environmental attributes for the full term of the contract.
I wil work on the draft document for Grand View Solar I and wil await to hear from you on Grand View Solar II before I
begin drafting a proposed PPA.
Nothing in this dOcument is to be considered a final offer Or commitment from Idaho Power Company. The parties are
in negotiations on these issues and only after both parties have executed agreements and any required commission
apprOVals have been obtained shall a binding commitment exist.
Randy
r I
Energy Pr1cing
I I.
Season 1PI'¡C. JOg. . ("13.S(l%)..... .1 I lei$ôr'l2ÄPdcing,. . . . . lfol.
1
Page 27 of 175
Heavy and $7..28 March, .ApriiandMayLiØht Load
Hour
Diferential $3.24 ($4.04)
Flat
Heavy Light
Flat Heavy Light Lóad Load
Load Load Flat Hour Hour
Year Hour Hour Pricin Price PriGe
2012 88.43 91.67 84.39 65.00 67.38 62.03
2013 90.44 93.68 86.40 66.47 68.85 63.50
2014 92.50 95.74 88.46 67.99 70.37 65.02
2015 94.60 97.84 90.56 69.53 71.91 66.56
2016 96.76 100.00 92.72 71.12 73.50 68.15
2017 98.96 102.20 94.92 72.74 75.12 69.77
2018 101.21 104.45 97.17 74.39 76.77 71.42
2019 103.51 106.75 99.47 76.08 78.46 73.11
2020 105.86 109.10 101.82 77.81 80.19 74.84
2021 108.27 111.51 104.23 79.58 81.96 76.61
2022 110.73 113.97 106.69 81.39 83.77 78.42
2023 113.25 116.49 109.21 83.24 85.62 80.27
2024 115.83 119.07 111.79 85.14 87.52 82.17
2025 118.46 121.70 114.42 87.07 89.45 84.10
2026 121.16 124.40 117.12 89.05 91.43 86.08
2027 123.91 127.15 119.87 91.07 93.45 88.10
2028 126.73 129.97 122.69 93.15 95.53 90.18
2029 129.61 132.85 125.57 95.26 97.64 92.29
2030 132.56 135.80 128.52 97.43 99.81 94.46
2031 135.58 138.82 131.54 99.65 102.03 96.68
Novembsr and Dec:
..
Flat
PriciO
106.12
108.53
111.00
113.52
116.11
118.75
121.45
124.21
127.03
129.92
132.88
135.90
139.00
142.15
145.39
148.69
152.08
155.53
159.07
162.70
Flat
Heavy
Load
Hour
Pricè
110.00
112.42
114..89
117.41
120.00
122.64
125.34
128.10
130.92
133.81
136.76
139.79
142.88
146.04
149.28
152.58
155.96
159.42
162.96
166.58
2
Page 28 of 175
'!hi", Randy
From:
Sent:
To:
Subject:
Allphin, Randy
Monday,. Apñl 04, 2011 6:58 AM
'Robert Paul'
RE: Grand View Solar I -- CORRECTED Sharp 8760 for 1-axis tracking
Robert, sorry I am getting lost using your Înstructions. Give me a call and we can talk it through.
Thanks Randy
From: Robert Paul (ma:FQulOSma.ail
Sent: Thursday, March 31, 2011 4:09 PM
Tø: Allphin, Randy
Cc: Peter Richardson; BC Lees; Mark SCHER1 P.E.
Subjed:: Re: Grand View Solar I -- CORRECTED Sharp 8760 for 1-axis tracking
Randy, sorr for the confusion, We are submitting the ättached report as the basis òfprojecting anual energy
calculations,
Grand View PV Solar Two, LLC.
To avoid furter confusion, please refer to the attached Report's tab k-l 1, "Monthy", last column "E..Grd"
(AC energy -grd) And in the Hourly Tab, Kl1, "E Grd) and in the last colUI, 0-11, "Plant EOUTI MWHac.
As mentioned this Report is prepared by SHA, as such I am hesitant to alter the Report and excert data as it
may effect the data inte.grty.
Regards,
Rober A. Paul
On Thu, Mar 31, 2011 at 2:01PM, Allphin, Randy oeR.llpbi(gdawer.co:: wrote:
Robert, I see the tìtle for th is Grand View Solar I, as you know the contrct is in place for Grand View Solar 1. I am
assumig this is data for Grand View Solar II. In lookig at the data I see two different colums with potential energy
shapes tht ar dierent.
Please copy and paste the hourly energy generation (in KWHs, AC) into a separate spreadsheet with just the shape you
want us to use.
The fonn being one KWH estimate for ever hour of at least a year period. Pleae do the conversion to KWH (AC)
delivered to Idao Power ( it appears your fonn has watt hour as generated, is this DC or AC? we need AC)
Thans Rady
1
Page 29 of 175
From: Robert Paul (mailto:roberpaul08t?gmaiL.com)
Sent: Thurday, March 31, 2011 1: 11 PM
To: Allphin, Rady
çc: Pete Richardson
Subject: Grand View Solar I -- CORRCTED Shar 8760 for I-axis trackig
Hi Randy, we have received an updated revised 8760 review from SHAR. It may be wise to re-ru the Aurora
Model, as ths report incorprates single axis tracker, which we believe will optimize our output.
The 8760 data can be found in the "hourly'1 tab of the attched excel spreadsheet.
Regards,
Rober A. Paul
te1.760.861.1104
---------- Forwarded message ----------
From: Liang, Genevieve -cLiangG~sharsec.com:;
Date: Thu, Mar 31,2011 at 12:17 PM
Subject: Grand View Solar I -- CORRECTED Shar 8760 for I-axis tracking
To: Rober Paul -croberapaul08~giaìi.coni;:
Cc: Mark Scher -cmsçJer~ronacatalparer.com:;. peter(gchardsonandolea.com lees.bc~giaìi.coni
Rober,
Attached is the corrected 8760 for I-axis tracking; this is the full deliverable following on the corrected
PVSYST report that Paul Wormser had sent. after you'd pointed out that the location was inco.rtct.
Please replace the old I-axis 8760 Excel fie you have with this fie.
2
Page 30 of 175
Geneveve
~evlUMg
M~oftJSaeP~~~am
~ ~ONCS,CQlltnCl
SOLA ENGY SOLUONS GROW
S901 Bols Aveue
Hi ae. CA 92641
Tt'I: a14) 9Ø:411 Cell: (714) 33()6489I Fu; (114) 903:58
bUlww,sbtpc:sø
SH
Robe A. Pau
Altetive Power Developen, Nortwes LL
515 N. 27th.. Str,
Bois ID 83702
76O61~1104Eti: ro08fi.ca
.._-
"
Page 31 of 175
~phin! Randy
From:
Sent:
To:
Cc:
Subject:
Traçking:
Allphin, Randy
Tuesday, April 19, 201112:48 PM
'Peter Richardson'; Robert Paul
Walker, Donovan; Williams, Jason
RE: Grand View Draft REC, Pete's 2nd Edits
ReçÎpient
'Peter Richardson'
Rober Paul
Walker. Donovah
Willams, Jason
Read
Read: 4/191201112:48 PM
Peter - sorry for not getting back to you sooner, but let's plan on 1:30 here at Idaho Power.
Randy
From: Peter Richardson (n:neciiandlery.cJ
Sent: Monday, April 18, 2011 5:04 PM
To: Allphin, Randy; Robert Paul
Cc: Walker, Donovan; Wiliams, Jason
Subject: RE: Grand View Draft REC, Pete's 2nd Edits.
Randy, we are available at 1 ;30 tomorrow. However, I am not sure what needs to be discussed. See you
tomorrw... -Pete
Peter Richardson
Richadson & O'Lea
sis N. 27th Street
Boise, Idaho 83702
[phone]
From: Allphin, Randy rmall:MHbinOldabQpo.coJ
set: Monday, April 18, 2011 2:35 PM
To: 'Robert Paul'; Peter Richardson
ce: Walker, Donovan; Wiliams, Jason
Subjec: RE: Grand View Draft REC, Pete's 2nd Edits
Robert and Peter,
I have discussed your changes with Donovan Walker and Jason Wiliams (Idaho Power attorneys). We are
thinking it would be best to discuss the issues either in person or on a conference call.
In a quick review of our calendars it looks like Tuesday (April 1 9th) at 1:30 would work good for Us.
Please let me know if this works for you and/or some alternate times.
Randy
i
Page 32 of 175
From: Rober Paul rma1to:roagtjgm1.coJ
Sent: Sunday, Apl 17,20115:37 PM
To: Allphi. Randy
Cc: Peter Richardson
Subjec: Grand View Draft REC, Pete's 2nd Edi
Hi Randy,
We have reviewed Idaho Power's draft and submit our revisions for comments.
I am concered that we not convert the Grand View REG's from an asset to a liabilty.
Regards,
Rober A Paul
Altertive Power Development, Nortwest, LLC
515 N. 27th. Street,
Boise, il 83702
760-861-1104
Email: roberpauI08Céai.com
...---
Ths trsmon ma contain inontion that is pnvilc:ged, confidential and/or exemt from disclosure uner applicale law. If you are not the
intendc:d reipien, you are herby notific: tblt any disclos, copying, distnbution, 01' use of the informtion containe herc:in (including any
rc:liance thereon) is STFJCTL Y PROHffITD. If you recc:ved ths trmission in mol', pleac: immc:diately contact the sender and destry the
materal in its entire, wheter in electrnic or hard coy formt. Thank you.
!SIG:4daca08f3341580912961 !
2
Page 33 of 175
~hln, Randi
Fro:Set:
To:Su:Atment:
Pagoaga, Richard
Friday. April 22, 201111:17 AM
Allphin, Randy
Grand View Solar Two Tracker 20 MW Scaled_4-13-2011_New Escalation Me.thod.xlsx
Grand Viw Solar Two Traker 20 MW Scaled_ 4-13-2011_New Escalation Method.xtsx
1
Page 34 of 175
~hin, Randy
Fro:
Sent:
To:
Subject:
Allphin, Randy
Friday, April 22, 2011 11 :29 AM
robertpauIO~gmail.com
Grand View Solar two prposed pricing
Robert-
listed below are the proposed annual average pricing for the proposed grand view solar II project based upon the
energy shape you previously provided.
These prices wil be seasonalized and broken down into heavy and light load hour pridng.
Please review and let me know if you wish for me to take the next steps on developing the exact pricing schedule.
i wil wait to hear from you before I do any additional work on this agreement and pricing.
Randv
2012 $87.37
2013 $89.99
2014 $92.69
2015 $95.472016$98.34
2017 $101.29
2018 $104.33
2019 $107.46
2020 $110.68
2021 $114.00
2022 $117.42
2023 $120.94
2024 $124.57
2025 $128.31
2026 $132.16
2027 $136.12
2028 $140.21
2029 $144.412030 .$148.75
2031 $153.21
1
Page 35 of 175
~hin, Randy
From:
Sènt:
To:
Cc:
Subjec:
Peter Richardson rpeter~rìchardsonandolea.coml
Wednesday, June 08, 2011 11 :01 AM
Walker, Donovan; Allphin. Randy
Robert Paul
Grand View PV Solar Two Contract
Donovan, we are wiling to sign the contract with the REC language you have ¡twe make it contingent upon whether the
Commissionspecifically requires that language. In other words we sign and submit two versions at the contract; one
with the language and you argue for and one without and we accept the jUdgment of the COmmission as the final
outcome. I have seen the company do that on other issues with PURPA developers.
1
.chin, Randy
From:
Sen:
To:Subje
Peter Richardson rpeer~r1chardsonandoleary.coml
Monday, June 27, 2011 4:42 PM
Allphin, Randy
Grand View PV Solar II
Randy, what Is the status of our PPA for Grand View PV Solar II? .Pete
1
Page 36 of 175
Page 37 of 175
~hinlRandy
From:
Sènt:
To:
Subject:
Peter Richardson rpetet(iriehardsonandolea.coml
Thursday, June 30, 2011 9:21 AM
Walker, Donovan; Allphin, Randy
Grand View Solar PV Two PPA
Géntlemeni can you update me as to the status of our Pl'A for Grand View TwO? We are starting construction on One
next week and are eager get started on Two. We have the Conditional Use Permiti site control etc etc. So We are ready
to move forward. Thanksi -Pete
1
Page 38 of 175
~hinJRandY
Fro:.Sø
To:
Subjeø:
Peter Richardson (pteorlchardsonandOleary.coJ
Wednesday, July 06, 20115:13 PM
Walker, Donovan; Allphin, Randy
Grand View Solar II Meeti
I would like to schedule a meeting to discss our contact for Grand View PV Solar Two. We are open tomorrow and
Friday. No more than 30 minutes or so is all we need. Thanks, -Pete
1
Page 39 of 175
~hin, Randy
From:
Sent:
To:
Cc:
Subject:
Attachments:
Peter Richardson rpeter~richardsonandoleary.coml
Wednesday, July 20, 2011 6:52 PM
Allphin, Randy; Walker, Donovan
Robert Paul
Contract Requests Grand View PV Solar II and IV
Document. pdf
- - - - -Original Message-- - --
From : Digital Sender (mail to: digi talsenderlrichardsonoleary. com)
Sent: Wednesday, July 20, 2011 5:48 PM
To: Peter Richardson
Subject:
Please open the attached document. This document was digitally sent to you using an HP
Digital Sending device. Richardson Oleary.
1
Page 40 of 175
lliCHAllllSON &. Q'J....1ARV. PU
ATTORNltYS AT LAW
Peter Richardson'
To!: 208.~ia.790 1 I'u: i08.9;\8-7904
prto ,(i i ich.rds..nandoJ nry.com
I'.(). Box 1118 B..¡sr. II 8;\71)7 - ~I ~)4. 27rh Sr. Bois~, JO 83102
lily 2, 2011
Rady Allphin
Setiot Planng Adminstator
Idåho Power Conipany
1221 Wes Idaho
Boìse, Idao 83702
VIA ELECTONIC AND U.S. MAIL
Re: Grand View Solar PV II, and IV
Dear Rany:
I am wrtig to fonnallY reuest that Idaho Power provide Grand View Solar II and IV
with Idaho Power's avoided cost calculation basd on the same 8760 hour prouction
estes I have provided you with for Grand View Solar II. Because Orad View Sola
II and IV wìii be essentially at th same site as 'II,' use of the sae spreadshee should
be aceeptale. Please assuie an on lie date for both ón December I, 2012 and a project
caacity siz of20 MW for each of these new prjects:
Along with the avoided cost calculation, would you pleae provide me with a curent
dr contrct in word ronnat so th we ca :fll in the requid inonnaton?
Than you for your time.S~f)~p_~'..... ....
RICHARDSON &. O'LEARY, PLLC
Cc: Donovan Walker
~hln, Ranct
From:
Sent
To:
Cc:SubjlØ
Atthmenta:
Page 41 of 175
Pagoaga, Richard
Friday, July 22, 20114:12 PM
Allphin, Randy
DeVol, Philp
Grand View Solar Two 80 MW
Grand View Solar Two 80 MW _3-9-2011.xlsx
Randy,
Grandview Solar Two 20 MW $105.01
Grandview Solar TWo 80 MW $195.09
Rich Pagoaga. 11".
IDAH POWER COMPAN
Power Supply Planning
(20) 3a8~fi975
1
Page 42 of 175
.chin, Randy
From:
Sent:
To:
Cc:
Subject:
Peter Richardson rpeter~richardsonandoleary.CQml
Friday, July 29,2011 3:18 PM
Walker, Donovan; Allphin, Randy
Robert Paul; Williams, Jason; Stokes, Mark; Grow, Lisa; Blackburn, Rex
RË: Grand View PV Solar Two Contact.
Donovan, we Can't sign a contract with a provision that destroys the value of the RECs -- which is what leaving an opener
to accommodate subsequent changes in the law does. By law, PURPA contracts are not subject to changes in markets
or law stlbsequent to their execution. The PURPA avoided cost rate does not include payment for RECs is clear from
every avoided cOst rate order issued by the PUC. If Idaho Power wants to purchase our RECs we wil entertain all
reasonable offers, but we are not going to give them to you for nothing. Your insistence on ownership I or a c1atlse that
destroys the valtle of the RECs prevents us from marketing our private propert and wil not withstand legal scrutiny. I
am preparing our complaint now and hope to have it filed first thing next week. Grand View ", like all projects, wil
experience additional cost$ due to the delay inherent in prosecuting a complaint. It is not necessary for us to go down
this road, but if Idaho Power continues to insist on taking our RECs without compensating us, we simply have no choice.
Be aware that the additional costs incurred by Grand View are needless and that Idaho Power may be liable for causing
us to incur those costs.
We are sorry it has come to this. Please call me at your earliest convenience if there is any room for movement on this
important issue on Idaho Power's part.
~Pet
From: Walker, Donovan (mailto:DWalkertWldahopower.com)
Sent: Tuesday, July 26, 2011 4:33 PM
To: peter Richardson; Allphin, Randy
Cc: Robert Paul.; Williams, Jason; Stokes, Mark; Grow, lisa; Blackburn, Rex
Subjec: RE: Grand View PV Solar Two Contact
Peter,
i am somewhat confused by your complete rejection of submitting the. signed contract to the Commission for a
deterrrrination as to the provision in the contract that references the Environmental Attributes - primarily because the
Company suggested language to do $0 specifically to accommodate your request to proceed in that manner, which
appears below ("Donovan, we are willng to sign the contract with the REC language you have if we make it contingent
upon whether the Commission specifically requires that language.") I gues$ that is no longer your request...
As previously communicated to you, Idaho Power does not believe it to be prudent to enter into a 20 + year contract
that: (1) affrmatively waives any possible ownership claim or (2) remains completely silent as to environmental
attributes - as you have requested below. Idaho Power believes that at a minimum a reservation of rights based upon a
subsequent change of law is a valid, prudent, and reasonable contractual term that serves the best interests of Idaho
Powets customers who ultimately have to pay the price for your client's sale of power. If a further clarification as to
REC ownership is desirable by your client, and has value to your client then as you have been made aware we are wiling
to discuss and negotiate provisions that would clarify ownership for yo.ur client. i am sorry that you have rejected such
discussions, as well as your own suggestion to sign a contract and submit it for the Commission's determination. If you
wish to discuss further please do not hesitate to contact me.
-Donovan
1
Page 43 of 175
From: Peter Richardson (mailto:peter(grichardsonandoleary.oom)
sent: Wednesday, July 20, 2011 6:50 PM
To: Walkert Donovan; Allphin, Randy
Cc: Robert Paul; Wiliams, Jason
Subject: RE: Grand View PV Solar Two Conta
Donovan:
Please confirm receipt of this email, thank you.
We have carefully considered your alternative to resolving our dispute over REC language. You are correct in your
assumption that Grand View Solats position remains that either (1) the contract is silent on REC ownership or (2) the
contract disavows any ownership on Idaho Powets part. The language you propose is cOntrary to federal law on a QFs
entitlement to a fixed obligation at the time of signing a contract. Changes subsequent to entering into the fixed
obligation simply cannot be used to alter existing contracts.
Your proposed language also effectively destroys any ability to market RECs on anything other than a year to
year contract. It therefore puts us ín the untenable position of signin a contract, the tens of which are wholly
unacceptable to my client, and if approved would likely make the project un-financeable. We rù the risk of
being a pary to a contract that we canot perorm on. That exposes my client to signifcant liabilty for faiure
to perform and liquated damages if it tus out to be un-fianceable.
i have therefore recommended to my client that it lodge a complaint against Idaho Power at the puc if you continue to
insist on this provision. Probably the sooner the better. So, if you would please respond that you wil accept our final
offer to have the contract remain silent, or that Idaho Power stil insists on the offending language by this time next
week, we wil proceed accordingly.
Please call if you have any questions.
.Pete Richardson
From: Walker, Donovan (mailto:DWalker(gIdahopower.com)
Sent: Sunday, July 10, 2011 10:39 AM
To: Peter Richardson; AUphint Randy
ce: Robert Paul; Wiliams, Jason
Subjec: RE: Grand View PV Solar Two Conta
Peter,
In response to your July 9 e-mail requesting IPC to tender a contract, there is currently no agreement on the terms of
the contract. I apologize that we were unable to schedule the meeting you requested last week, although trading voice
mails in that regard. IPC has tendered a draft contract for this project, which was rejected by the project. Where we
le.ft, I believe, is evidenced by your June 8 e-mail that I have attached below. After the comments you filed in the Clark
Canyon matter, i am assuming that this is stil the project's position with regard to the REC language in the draft
contract? Is that correct?
If so, pursuant to your June 8 request below, IPC would agree to submit a signed contract for the CommissIon's review
containing the current language in the draft -to which we would include language requesting the Commission to
approve or reject the Article 8 language - and the parties wil accept that Commission determination. To clarify: the
parties will sign the last tendered draft contract, to which you indicated the project was in complete agreement with-
2
Page 44 of 175
except for a change in the project name, and the Environmental Attribute language in Article 8. The contract would
contain the cur-rent Article 8 language:
"Under this Agreement, ownership of Green Tags and Renewable Energ Certificates (RECs), or the equivalent
environmental attributes, directly associated with the production of energy from the Seller's Facility sold to Idaho Power
wil be governed by any and all applicable Federal or State laws and/or any regulatory body or- agency deemed to have
aut hority to regulate these Environmental Attributes or to implement Federal and/or State laws regarding the same."
To which we wil add:
"As of the date of this Agreement, Idaho Power seeks inclusion of the above language in Article 8. Seller seeks to have
Article 8 remain blank. The parties have agreed to all other terms and conditions of this Agreement, and hereby agree
to submit the issue of whether to include the above language in Article 8 or to leave Article 8 blank in this Agreement to
the Commission for its determination. The parties intend to submit comments to the Commission supporting their
respective positions, and hereby agree to abide by the Commission's determination of this issue in this Agreement. The
final Order of the Commission in response to the inclusion of this Article 8 language wil be inc luded and become an
integral part of this Agreement, which the parties agree to support and uphold."
Please let me know how your client wishes to proceed.
-Donovan
From: Peter Richardson rpeter(irichardsonandoleary.com)
Sent: Wednesday, June 08, 201111:01 AM
To: &n bsp; Walker, Donovan; Allphin, Randy
Cc: Robert Paul
Subject: Grand View PV Solar Two Contract
Donovan, we ar-e wiling to sign the contract with the REC language you have if we make it contingent upon whether the
Commission specifically requires that language. In other words we sign and submit two versions of the contract; one
with the language and you argue for and one without and we accept the judgment of the Commission as the final
outcome. I have seen the company do that on other issues with PURPA developers.
From: Peter Richardson (mailto:peter(Qrichardsona ndoleary.comJ
Sent: Saturday, July 09,201112:05 PM
To: Walker, Donovan; Allphin, Randy
ee: Robert Paul
Subject: Grand View PV Solar TwoContaet
Donovan and Randy, this is a follow up to my prior communications relative to the contract for Grand View PV Solar
Two. I know you guys are busy, but I think it is time for idaho Power to tender the contract. Let me know when we can
hear- from you. -Pete
3
Page 45 of 175
~hin, Randy
From:
sent:
To:CcSubjAtents
Peter Richardson (peter(§rîchardsonandoleary.com)
Thursday, September 01,2011 9:34 AM
Walker. Donovan; A11,phln, Randy
robertpauI08~gmail.oom
FW:
image2011-Q901..3158.pdf
Randy, I sent this request to you in July for Grand View PV II and IV, when may we expect to see the contracts? -Pete
Pete Richadsn
Richason & O'Lea, PLLC
515 N. 27th Street
Boise, Idaho 8~702
[phone] offce
[phone] cellpett?chatdsonaolea:.com
From: Scnner
sent: Thursay, setember 01, 2011 9:32 AM
To: Per Richardson
SUbjec:
1
Page 46 of 175
Darrington, Michael
From:
Sent:
To:
Subject:
Attchments:
Darrington, Michael
Tuesday, September 06, 20113:12 PM
Pagoaa, Richard
FW: 3 31 2011 A1t Powe Dev - Grand View Solar II - Energy Profle 235)(13)(393
1 axisBT -Q-4 110316 2 000 04-11-2011.x1sx
3 31 2011 Alt Power Dev - Grand View Solar II - Energy Profile 235x13x393 1 axisBT -Q-40
1103162000_0411-2011.xlsx
Rich:
I am forwarding the original spreadsheetfor Grandview Solar II. The pricing analysis template is found on the 'Data
Summary' tab. This is to conduct the pricing runs for Grandview Solar II, 11, IV.
Thanks,
Mike
Fro: Darrington, Michael
Sent: Monday, April 11, 201111:13 AM
To: Pagoaga, Richard
Subjec: 3 31 2011 Alt Power Dev - Grand View Solar II - Energy Profile 235x13x393 1axisBT-0-40 1103162000_04-11-
2011.xlsx
Rich:
I have attached the data for Grandview Solar II Aurora Pricing Analysis. Please see the 'Data Summary' tab. Let me know
if you have any questions.
Thanks,
Michael Darrington
Idaho PQwer Company
Power Supply Planning
[phone]
mdarringtondYidahopower.com
1
Page 47 of 175
~hini Randy
From:
Sørtt:
To:
Cc:
Subjøct:
Allphin, Randy
Tuesday, September' 06, 2011 9:31 AM
'Peter Richardson'; Walker, Donovan
robertpauI08~gmail.com
Grandview II and IV
Tracking:Recipient
'Peter Richarson'
Walker. Dönovan
roberpauI08(gmail.com
Read
Read: 9/61011 9:57 AM
Peter,
As these contracts wil contain the same Emtirohhiental Attribute language which Grand View Solar objectslo and has
filed a complaint at the IPUC. Idaho Power had assumed that Grand View solar would be waiting for the resolution of
that complaint before proceeding with these contracts for projects 3 and 4.
Based on your e-mail of September 1st this appears to not be the case.
Idahò POwer wil prepare a proposed pricing schedule for each of these projects based on the energ shape you have
previously provided for Project number 2 and wil incorporate those prIces into draft agreements.
As you are aware, as directed by the IPUC Idaho Power is using the IRP methodology to establish pricing for all solar
projec:ts larger than 100 Kw. It is our understanding that projects i, 3 and 4 are physically located in the same area,
rather than 3 separate agreements would Grand view solar prefer to work on a single 60 MW agreement?
Randy
From: Peter Richardson (ma11t;geardnandlecomJ
sent: Thursday, September 01, 2011 9:34 AM
To: Walker, Donovan; Allphin, Randy
Cc: robertpaul08(Qgmall.com
Subjec: FW:
Randy, I sent this request to you in July for Grand View PV III and IV, when may we expect to see the contracts? -Pete
Peter Richardson
Richarson & O'Leary, PLLC
515 N. 27th Street
Boise, Idaho 83702
(208) 938..7901 office
[phone] cellpet(gchardsonadolea.com
From: Scanner
sent: Thursday, September 01, 2011 9:32 AM
To: Peter Richardson
SUbject:
1
Page 48 of 175
~hinr Randy
From:
Sent:
To:
Cc:
Subject:
Attchments:
Pagoaga, Richard
Tuesday, September 06, 2011 1 :31 PM
Allphin, Randy; Darrington, Michael
DeVol, Philip
Grand View Solar #3 & #4
Book1.xlsx
Randy,
Attached is the data that Grand View Solar One first sent us along with the generation form that i Would like
them to fill out. It beho.oves the project to make sure this generation output is accurate as possible with regard
to hours and daylight savings time. This forms enables the AURORA setup to accurate and fair.
Thank you,
Rich Pago8ga Jr.
IDAHO POWER COMPANY
Power Supply Planning
[phone]
1
THIS PAGE OF THE
ATTACHMENT IS
CONFIDENTIAL
AND WILL BE PROVIDED
TO THOSE PARTIES THAT
HAVE SIGNED THE
PROTECTIVE
AGREEMENT
Page 50 of 175
Allphin, Randy
From:
Sent:
To:
Cc:
Subjec:
Attachments:
Allphin, Randy
Thursday, September 08, 201112:58 PM
'Peter Richardson'; robertpauI08~gmaii.com
Walker, Donovan
FW: Grandview III and IV
Grand View Solar II hourly generation data.xlsx; Hourly Generation template.xlsx
Tracking:ReCipient
'Peter Richardson'
robertpauI08(gmail.com
Walker, Donovan
Read
Read: 9181201112:59 PM
Peter, I have not heard back from you on this e-mail I sent Tuesday, just wanted to confirm you have received it.
Randy
From.: Allphin, Randy
sent: Tuesday, september 06,20113:33 PM
To: 'Peter Richardson'; Walker, Donovan
Cc rObertpaul08(ggmail.com; Darrington, Michael; Pagoaga, Richard
SUbject: RE: Grandview II and iv
Peter,
We were starting up the IRP model runs for the Grand View II and IV using the data you had previously provided for
Grand View Solar II. There appears to be an error in the data you have provided.
I have attached the hourly generation spread sheet you provided. An example of this error is in July - that is from our
interpretation of the data it appears there is generation coming frm the project between 4 and 5 am (sun is not up
yet).
To help clear up this issue i have attached a template we developed to aid projects in getting the generation data in the
correct hours. A couple of the keys being the data must be in Mountain standard time and also adjusted for daylight
savings time.
To be able to make an accurate run of the IRP model, we wil need this generation data in the correct hours.
Please insert the data from your spreadsheet into this spread sheet we have provided and e-mail a copy back to me
Thanks Randy
From: Peter Richardson rmailt:perIQIe&Q1
sent: Tuesdy, September 06,2011 10:09 AM
To: Allphin, Randy; Walker, Donovan
Cc:: robertpauI08(ggmail.com
Subje: RE: Grandview II and iV
Thank you Randy. Grand View PV Solar Two, Three and Four wil all be separate stand alone companies and each wil
want a separate power purchase agreement with Idaho Power. We do not want to wait to get the execution ready
contracts from Idaho Power while the complaint case wends its way through the process. I assume it won't take very
1
Page 51 of 175
long as the IRP methodology has beeh run for us for one and two and should yield identiCal numbers. Thank you for
your atention to this matter. Can you give me a date when we can look for the agreements?
-Pete
Peter Richardson
Richadson & O'Leary, PLLC
515 N. 21th Stret
Boise, Idaho 83702
[phone] office
[phone] cellpeter(chards.onadoleai.cott
From: Allphin, Randy rma_8Aln_~r.cl
sent: Tuesday, September 06, 2011 9:31 AM
To: Petr Richardson; Walker, Donovan
tc: robertpaul08(ggmail.com
SUbjec: Grandview II and iv
Peter,
As these contracts wil contain the same Environmental Attribute language which Grand View Solar objects to and has
filed a complaint at the IPUC. Idaho Power had assumed that Grand View solar would be waiting for the resolution o.f
that complaint before proceeding with these contracts for projects 3 and 4.
Based on your e-mail of September 1st this appears to not be the case.
Idaho Power wil prepare a proposed pricing schedule for each of these projects based on the energy shape you have
previously provided for Project number 2 and wil incorporate those prices into draft agreements.
As you are aware, as directed by the IPUC Idaho Power is using the IRP methodology to establish pricing for all solar
projects larger than 100 Kw. It is our understanding that project 2, 3 and 4 are physically located in the same area,
rather than 3 separate agreements would Grand view solar prefer to work on a single 60 MW agreement?
Randy
From: Peter Richa rdson r in;pemPrlrdll.cJ
sent: Thursay, September 01, 2011 9:34 AM
To: Walker, Donovan; Allphin, Randy
Cc: robertpaul08(QgmaiLcom
Subjec: FW:
Randy, I sent this request to you in July for Grand View PV II and lV, when may we expect to see the contracts? -Pete
Peter Richardson'" ¡span;;
Richardson & O'Lear,PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] offce
[phone] cell
peter(ßchardsonandolea.com
2
THESE PAGES OF THE
ATTACHMENT ARE
CONFIDENTIAL
AND WILL BE PROVIDED
TO THOSE PARTIES THAT
HAVE SIGNED THE
PROTECTIVE
AGREEMENT
Page 54 of 175
~hin,RandY
From:
Sent:
To:
Cc:
Subject:
Robert Paul (rObertpauI06~gmail.coml
Thursday, September 15, 2011 5:50 PM
Allphin, Randy
Darrington, Michael; Pagoaga, Richard; Walker, Donovan; Peter Richardson; Clare Lees;
Terry Walton
Re: Idaho Power PURPA Project Estimated Hourly Generation, Grand View PV Solar Two
Hello Rindy,
In resnse to your request for on-linelin~serce dates for: Grand View PV Solar Two. Grand View PV
Solar Three and Grand View PV Solar Four.
1) Grand View PV Solar Two:October 2012
2) Grand View PV Solar Three: December 2012
3) Grand View PV Solar Four: December 2012
Regards, Rober A. Paul
On Tue, Sep 13,2011 at 6:49 AM, Allphin, Rady -eRAphi(gidahopwer.com;: wrote:
Rober, th for ths data, I wil pass it onto the analysts that ru the modL. I see you have March 2011 as the
estiated online date. What is a current estimate of online dates for II, il and IV? If you would please "reply to al" to
ths e-mai your information wil go dictly to the tea that wil be rwg the numbers.
Ths Rady
From: Robert Pal. (malto:roberpaul08tWgil.com J
Sent: Monday, September 12, 2011 4:46 PM
To: Allphin, Rady
Cc: Peter Richardson; Clar Lees
Subject: ida. Power PURA Project Estited Hourly Generation, Grand View PV Solar Two
Hello Randy Allphin,
You had requested the estimated hourly generation from Orand View PV Solar Two, LLC.
1
Page 55 of 175
Please fid attached, Proieced PUR A Estimated Hourly Generation.
Regards,
Rober A. Paul
Alterative Power Development, Nortwes, LLC
515 N.27th. Street,
Boise, ID 83702
760-861-1104
Email: roberpaul08cmgmaiL.cQI
..--.--
This trisslon may cotain information that is prvileg, cOnfidetìl anor exempt fr disclosure unde aplicable law. If yoti aren.Qt the intened reipent, yo ar heby
riotill th any disc1o, copng, distrbuon, or use of the infontion containe heren (including any reliane thern) is STRICTLY PROHIITED. If YOll receved this
trission in eror, plea imediatey contact the seder and desoy the mateal in its eòire, wheter in electronc or hard copy forat. Thk; you.
Rober A. Paul
Alterative Power Development, Nortwest, LLC
515 N. 27th. Street,
Boise, ID 83702
760-861-1104
Emai:roberapaul08fÆgmail.com
2
THIS PAGE OF THE
ATTACHMENT IS
CONFIDENTIAL
AND WILL BE PROVIDED
TO THOSE PARTIES THAT
HAVE SIGNED THE
PROTECTIVE
AGREEMENT
Page 57 of 175
Danineton, Michael
From:Sen
To:
Cc:
Subjeet
Pagoga, Ricard
Thursday, Denibø 01, 2011 5:46 PM
Allphin, Randy; Darrngton, Michael
DeVol, PhUip
AURORA Runs
Randy/Mike,
I have fired off two AURORA runs that you requested:
1) Grandview Solar 2.4 (on the fastest machine)
2) Meadow Creek Wind 60 MW
Rich Pag Jr.
IDAHO POWR COMPANY
Pow Supply Planning
(208) 38875
1
Page 58 of 175
~hin! Randy
From:
Sent:
To:
Subjec:
Robert Paul £robertpauI08~gmail.coml
Thursday, December 01 , 2011 6:57 AM
Allphin, Randy
RE: Status- PPA's Grand View PV Three & Four
Rady, th.
Hope. your time offwas all that.
Regards,
Rober
On Dec 1,2011 6:55 AM, "Allphi, Randy" ':RAIlphitWdahopower.com:; wrote:
Robert ~ I took some time off around thanksgiving and just now getting caught up on mye-mails.
i wil let you know today or tomorrow on the timing of me getting draft contracts back to you.
Couple of questions - in your e-mail you are inquiring about Grand view three and four, I assume you are also wanting a
draft for number two?
Grand view number one status - I see in this agreement the estimated first energy date was December 2010, last I spoke
with you, you had advised that ground had been broken at the site and things were under way, i assume we wil be
seeing more information as to the online date shortly?
Randy
From: Robert Paul (mailto:robertpaul08l§gmail.com)
sent; Thursday, Decmber 01, 2011 6:21 AM
To: Allphin, Randy; Peter Richardson; Be LEES
Subje: Status- PPA's Grand View PV Thre & Four
Hi Randy,
We have emailed you on October 21 st and November 21 st as to the status of our PP A request, Grand View
Thee and Four.
i
Page 59 of 175
When ca we have your response?
Regards,
Rober A. Paul
------..---Forwarded message ----------
From: "Rober Paul" oiroberpauio8rÆgmi.co~
Date: Nov 21, 2011 4:09 AM
Subject: Status- PPA's Grand View PV Thee & Four
To: "Randy Allphin" -:rallphin§idahopower.com~
Cc: "Petet Richardson" .(~chadsoigy.eonP, "Clare Lees" ~ci~box.com~
Hello Randy Allphin,
Would you please reply with the status of the Grand View PV Solar Three and Grand View PV Solar Four,
Power Puchase Agreeients.
Below is Peter Richardson's inquiry date October 21, 2011.
fr~
E.eter Richardson petercærichardsonandoleary.com
t4 (! lAIIPhin, Randy" -:RAllphin(âÎdahopower.com==,fii.wal.kerOidahopower.comce-
E.obert Paui .:robertapauI08cagmail.com==
dat x
hide
ri, Oct 21, 2011 at 11 :35 AM
SUbjec1 (! ~
. .. rand View PV Solar Three and Four
Randy
When wil we be getting the draf PP As for Grand View PV Solar Thee and Four?
Peter Richardson
;I
Page 60 of 175
Richardsn & O'lear, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peterichaionadolea.eo
Rober A. Paul
Altertive Power Development, Nortwest, LLC
515 N. 27th. Strt,
Boise, il 83702
760,.861-1104
Email: roberapaulOScægnai.com
...",~e-
11 tranmiasiQl may oorttain itfo;iation that is prvileged, col)fideitiaJ anor exempt frm disclos underappUcable law. If you Ile not thé uiteided recipien you ar herby
notified that ai disclosure, copying, distribution, or use of th informtion cotained heein (incluing anyrelìanc thereon) is STRICTI.Y PROHIIT. If you reve ths
traisrnisQl in eror, pleaé iimediatelycotact th sede an deslr the ~iaI in its entiret, whether in eleeQlic or ha copy foral Than yo.
3
Page 61 of 175
~hinl Randy
From:
Sent:
To:
Cc:
Subject:
Attachments:
Peter Richardson £peter~richardsonandoleary.comi
Thursday, December 01, 2011 8:13 AM
Allphin, Randy; Walker, Donovan
Robert Paul
Grand View 1,2,3,4 questions - status
Document-pdf
l'andy, attached is a copy of my JULY letter requesting PPAs for Grand VIew 3 and 4. It Wäs sent to yoU prior to the
Fourth of July Holiday. Multiple follow up requests have gone unanswered until this morning's reply that the
Thanksiving holidav has delayed your response. We have been very p.atient, but we now need your attention to out
request iti the near term. I wil respond to your questions, reproduced below, in turn...
Robert -I took some time off around thanksgiving and just now getting caught up on mye"mails.
I wil let you know today or tomorrow on the timing of me getting draft contracts back to you.
Couple of questions - in your e-mail you are inquiring about Grand view three and four, I assume you are also wanting a
draft for number two?
Reply: We have a draft contract for Grand View number two. It is, in fact, attached as exhibit NO.1 raoul" Motion for
Summary Judgment on the outstanding issue of REC ownership. See,
http://www.DUc.idao,aovlinternetlcoseslelecIJPCIIPCE1115/jnternorIlGRAND96Z0V1EW9W0LARI20PVtlI2011:iZ
9MOTJON%20ANf)'MOAF1DAVIT.PDF Idaho Power's response to our motion is due on December 13. We have been
ready to sign this contract but for the REC language for several months now.
Grand view number one status - J see in this agreement the estimated first energy date was December 2010, last I spoke
with you, you had advised that ground had been broken at the site and things were under way, i assume we wil be
seeing more information as to the online date shortly?
Reply: We have been in close contact with your Transmission Business Line and are going to pay the interconnect
deposit soon, which wil, pursuant to the contract, trigger the on line date for Grand View One. Construction has, as you
noted, begun and continues to prepare the site for panel installation. -Pete.
Peter Ríchardson
RÍchadson & O'Lea, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
1
.ehin, Rand)'
Fro:
Sent:
To:
Cc:Subj
Atents:
Page 62 of 175
P~.Rfçhar
Fridy, Debe 02 201110=08 AM
Allphin. Rand; Darrgt, Mioh
DeVol, Philp
Grandew Solar 24 PV So 20 MW _2011 lRP With tel$ ga an lOacLoo C8tb_No
caacit paymen unl July 2016_12..2~2011.xIx
Gradvew SOlar 2-4 PV Solar 20 MW)2011 IRP wi revisè gas and loa_l'C8tb_No
capa payment untl July 2016_12~2..201.1.xlsx
1
Page 63 of 175
Allphin, Randy
From:
Sent:
To:
Cc:
Subject:
Attchments:
Allphin, Randy
Friday, December 02, 20112:12 PM
'Robe Paul'; 'Peter Richardson'
Walker, Donovan
Draft Grand View II, II and IV contrct
Grand View Solar II draf PPA 12-2-2011.doc
Tracking:Reçipient
'Robert Paul'
'Peter Richardson'
Walker, Donovan
Read
Read: 121212011 4:13 PM
Mr. Paul and Mr. Richardson -
Attached is a draft Idaho Power PURPA agreement for your proposed Grandview H, II and IV 20 MW solar projects,
This draft agreement replaces any previously provided draft agreements that have been exchanged between the parties
as those previously provided draft agreements were clearly noted and provided as draft agreements for discussion
purposes only. The parties never reached agreement on the terms and conditions within those previously provided
draft agreements, nor did both parties ever execute those previously provided draft agreements.
Based on the information you have provided to Idaho Power, it appears these three project would be identical; this
draft would apply to all three projects.
This draft agreement is for discussion purposes only and is not a binding commitment for Idaho Power to purchase
energy from your project.
Only after both parties have agreed to all terms and conditions, both parties have executed an agreement and the Idaho
Public Utilties Commission has approved a proposed agreement for these proje.et shall a binding commitment exist.
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Dra for Discussion Puoses Only
FlR ENRGY SALES AGRE
BETWN
IDAHO POWER COMPAN
AN
TABLE OF CONTS
TIT
Defitions
No Reliance on Idao Power
Wårnties
Conditions to Accep of Energy
Term an Operatin Date
Puhase and Sale of Net Energy
Purchae Pnce an Metod ofPayeìt
Envinmenta Atbutes
Facilty an Iionneeton
Meterig and Telemet
Reord
Opertíons
Indemnficaton and InSlatce
Force Majeu
Liabilty; Dedicaton
Seve Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Govemienta Authorion
Commsion Order
Succesors an Assigns
Modifition
Tues
Notices
Addition Ter an Conditions
Seerabilty
Counterars
Enti Agreement Signs
Appndix A
ApendiB
AppendiC
AppexD
ApndixE
Draft for Discussion Puroses Ony
Page 64 of 175
.
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FIR ENRGY SALES AGREEMENT
(Solar Project - Greater than i 00 kW)
Project N are: Grand View Solar II
Project Number:
TilS AGREMEN, entered ino on ths _ day of 20 i 1 between
(Seller), and IDAHO POWER COMPAN, an Idao corporation (Idaho
Power), hereíaftr someties refered to colltively as ''Paries" or individually as "Par."
WITNSSETH:
WHREAS, Seller wìl design, consct, own, mainta and operate an elecc generation facíHty; and
WHS, Seller wishes to sell, and Idao Power is willing to purchase, firm electrc energy produced
by the Seller's Facilty.
THEREFORE, In considertion ofthe mutual covenants and agreements hereinfter set fort, the
Paries agree as follows: .
ARTICLE I: DEFINIONS
As used in ths Agreement and the appendices attached hereto, the following tenus
shall have the following meanngs:
1. "Base Energy" - Monthy Net Energ less th 110% of the monthly Net Energy Amount as specified
in pargraph 6.2 of this Agrement less any Net Energy tht is detenuined to be Surlus Energy as
specified with this Agreement.
1.2 "Business Oays" - nieans any clÙendar day that is not a Saturday, a Sunday, New Yeats Day, Memorial
Day, Indepndence Day, Labor Day, Thsgiving, Chrstmas or any other NERC recognized holiday.
1.3 "Çomnssion" - The Idao Public Utilities Commission.
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1.4 "Contract Year" - The period conuencing each calendar year on the same calendar date as the
Opertion Date and ending 364 days thereafter.
1.5 "Delay Liquidaed Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,5.4,
5.5,5.6 and 5.8.
1.6 "Delay Period" - All days past the Scheduled Opertion Date until the earlier of the date (a) SeIler's
Facilty achieves the Operation Date and (b) this Ageement is ternated.
1.7 "Delay Price" - The cuent month's Mid-Columbia Market Energy Cost minus the currnt month's
Light Load Energy Price specified in Appendix E of ths Agreement. If this calculation results in a
value less th 0, the result of ths calculation wiU be O.
1.8 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent group
designated by Idao Power.
1.9 "Environmental Attbutes" means any and all credits, benefits, emissions redctions, offsets, and
aIowances, 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 emssion 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 emssions of carbon dioxide (C02), methane (CH4), nitrous
oxide,hydtfluorocarons, perfuorocabons, sulfu hexafluoride and other grenhouse gases (GHGs)
that have been deterned by the Unìted Nations Intergovennental Panel on Climate Change, or
otherwse by law, to contribute to the actual or potential that of altering the Ear's climate by
trapping heat in the atmosphere;1 (3) the reorting rights to these avoided emissions, such as REC
Reporting Rights. REC Reportng 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 par at the REC Purchaser's discretion, and include without limitation those REC
Reporting Rights accring under Section 1605(b) of The Energy Policy Act of 1992 and any present or
Avoided emissions mayor may not have any value for GHG compliance purses. Although avoided emissions
are included in the Hst of Environmental Attibutes, this inclusion does not create any nght to use those avoided emissions
to coniply with any OHG regulatory program.
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future federl, state, or local law, regUlation or bil, and internationa or foreign emissions trading
program. RECs are accumulated on a MWh basis and one RE represents the Environmental Attbutes
associated with one (1) MWh of Energy. Envinmenta Attributes do not include (i) any energy,
capacity, reliabilty or other power attbutes from the Facilty, (ii) production tax credits associated with
the constrction or operation of the Facility and other financial incentives in the fonn of credits,
reductions, or allowances associated with the Facilty that are applicable to a state or federal income
taxation obligation, (iii) the cash grnt in lieu of the investment tax credit pursuant to Section 1603 of
the American Recovery and Reinvestment Act of 2009, or (iv) emission reduction credits encumbered
or used by the Facilty for compliance with local, state, or federal oPerting and/or äir quality pertits
1.10 "Facilty" - That electric genertion facilty described in Appendix B of ths Agreement
1.1 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day tht
Seller has satisfied the requirements of Aricle N and the Seller begins deliverng energy to the Idao
Power electrical system at the Point of Delivery.
1.12 "Forced Outage" - a parial or tota reuction of a) the Facity's capacity to produce and/or deliver Net
Energy to the Point of Delivery, or b) Idaho Power's abilty to accept Net Energy at the Point of
Delivery for non-economic reasons, as a result ofIdaho Power or Facilty: 1) equipment failur which
was Dot the result of negligence or lack of preventative maintenance, or 2) responding to a transmission
provider curilment order, or 3) unplaed preventative maintenance to repair equipment tht left
unepaired, would result in failure of equipment prior to the planed maintenace period, or 4) planed
maintenance or constrction of the Facilty or electrical lines requird to serve ths Facilty or 5) if
Idaho Power detennines that curailment, interrptìon or reduction of Net Energy deliveres is necessary
because of line construction, electrical system maintenance requirements, or electrcal system reliability
emergencies On its system, as allowed within the GIA. The Parties shall nike coinercÎally reasonable
effort to perort unpland preventative maintenance during periods of low wind avaiabilty.
i. i 3 ~~Generator Interonnection Agreement" or GIA" - The Generator Interconnction Agreement is the
interconnection agrement completed and executed by the Paries.
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1 .14 "Generator Interconnection Process" - Idaho Power's generation interonn.ction application ård
engineeng review process developed to ensure a safe and reliable generation interconnection in
compliance with all applicablc regulatory requìrements, Prdent Electrcal Practices ård national safety
standards. Complction of this process resuts in a Generator hiterconrecon Agreeent.
1.15 "Heavy Load Hours" - The daily hours begining at 7:00 am, ending at 11:00 pm Mountain Time, (16
hours) excluding all hour on all Sundays, New Year Day, Memorial Day, Independence Day, Labor
Day, Thansgiving and Chrstmas.
1.16 "Light Load Hours" - The daily hours beginnng at 11 :00 pm, ending at 7:00 am Mountain Time (8
houts), plus all other hours on all Sundays, New Years Day, Memorial Day, hidependence Day, LabOr
Day, Thangivig and Chrstmas.
1.17 "Losses" - The loss of electrical energy expressed in kilowatt hour (kWh) occung as a result ofthc
trsformation and transmission of energy between the Metering Point and the Point of Deliver. The
calculatiOn fonnula for such Losses wil be as specified in Appendix B of this Agreement.
1.18 "Market Energy Reference Price" - Eighty-'five percnt (85%) of the Mid-Columbia Market Energ
Cost.
1.9 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.20 "Maxum Capacity Amount" - The maximum capacity (MW) of the Facilty wì1 be as specified in
Appendix B of this Agrement.
1.21 "Meterig Equipment" - That equipment specified in the GIA requied to measure, record and telemeter
bi-directional power flows between the Seller's Facilty and Idao Power's system at the Point of
Delivery.
1.22 "Meterng Point" ~ The physical point at which cerain Meterig Equipment is located to enable
accurte measurement of bi~directional power flows requird to detenine Net Energy and Surlus
Energy for tms Facmty that provides all necessar data to adinister this Agreement.
1.23 "Mid-Columbia Market Energy Cost" - The monthly weighted average of the daily on-peak and off-
pea Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for actual occurng non-firm
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Page 69 of 175
ener trsactions as reported by Dow Jones. If the Dow Jones Mid-Columbia Index price is
discontinued by the reporting agency, both Paries will mutually agree upon a replacement index, which
is similar to the Dow Jones Mid-elumbia Index. The selected replacement index will be consistent
with other similar agreements and a commonly used index by the electrca industr.
1.24 "Nameplate Capacity" -The ful-load electrical quatities assigned by the designer to a generator and its
prie mover or other piece of electrical equipment, such as trformers and circuit breakers, under
standadied conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts or other appropriate
units. Usually indicated ön a nameplate attached to the individual machineot device.
1.25 "Net Energy" - All of the electrc energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh) deHvere to Idao Power at the Point of Delivery. Subject to the
ters of this Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point of
Delìvery fot the full tenn of the Agreement.
i .26 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements ofpargrph 5.2 have be completed.
1.27 "Point of Delivery ~ The locatiOn specifid 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 Idao Power
electcal system.
1.28 "Prudent Electca Practices" - Those practices, methods and equipment that are commonly and
ordinarly used in electcal engìneerg and opetions to operate electric equipment lawfuly, safely,
dependably, efficiently and economically.
1.29 "Renewable Energy Certifcate" or "REC" means a cerificate, ctedit, allowance, green tag, or other
tranferable indicia, howsoever entitled, indicating generation of renewable energy by the FacHity,and
includes all Envinmental Attrbutes arsing as a result of the generation of electcity associated with
the REC. One REC represents the Environmental Attributes associated with the generation of one
thousad (1,000) kWh of Net Energy.
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1.30 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates achieving the
Operation Date. It is expected tha.t the Scheduled Operation Date provided by the Seller sha.1 be a
reasonable estimate of the date that the Seller anticipates that the Seller's. Facilty sha achieve the
Operation Date.
i .3 i "Station Use" - Electric energy that is used to operate equipment that is auxilar or otherise related to
the production of electricity by the Facility.
1.32 "Surplus Energy" - Is (1) Net Energy produced by the Seller'sFacilty and delivered to the Idaho Power
electrcal system durig the mOnth which exceeds 110% of the monthly Net Energy Amount for the
corresponding month specified in pargrph 6.2. or (2) All Net Energy produced by the Seller's FaciHty
and delivered to the Idaho Power electrical system in any month where th Net Energy delivered for
that month is less than 90% of the monthly Net Energy Amout for the corresponding month specified
in paragraph 6.2. or (3) All Net Energy produced by the Seller's Facilty and delivered by the Facility to
the Idao Power electrcal system prior to the Operation Date.
1.33 "Total Cost of the FaciHty" - The total cost ofstruetures, equipment and appurtances.
ARTICLE II: NO RELIANCE ON IDAHO PO
2. i Sellermdependent fuvestigation - Seller warts and reresents to Idao Power that in entering into
this Agreement and the uJ,dertakngby Seller of the obligations set fort herein, Seller has investigated
and detertined that it is capable of performing hereunder and has not relied upon the advice,
expeence or expertise of Idaho Power in connection with the trasactions contemplated by this
Ageement.
2.2 Seller fudependen Expers - All professionals or expers including, but not limited to, engineers,
attorneys or accountats, that Seller may have consulted or relied on in undertakng the transactions
contemplated by this Agreement have been solely those of Seller.
ARTICLE In: WARNTIES
3.1 No Waranty by Idaho Power - Any review, acceptane or failure to review Seller's design,
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specifications, equipment or facilities shall not be an endorsement or a confiration by Idaho Power and
Idaho Power makes no warrantìes, expressed or implied, regarding any aspec of Seller's design,
specìfcations, equipment or facilties, including, but not limited to, safety, durabílty, relíabílty,
strengt, capacity, adequacy or economic feasibilty.
3.2 Qualifyng Facilty Statu - Seller warants that the Facilty is a "Qualifyg Facility," as that ter is
used and defined in 18 CFR 292.201 et seq. Afer initial qualification, Seller wil takè such steps as may
be required to maintain the Facilty's Qualifing Facilty status durg the ter of ths Agreement and
Seller's failure to maintain Qualifyng Facilty status wil be a Material Breach ofthis Agreement.
Idaho Powèr reserves the right to review the Facilty's QuHfying Facilty status and associated support
and compHaie docuinents at anytime during the tenn of ths Agreeinent.
ARtICLE IV: CONDItIONS TO ACCEl'ICE OF ENERGY
4.1 Prior to the FÌTst Energy Date and as a condition of Idaho Power's acceptance of deliveries of energy
froni the Seller under this Agreeent, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, pennits Or approvals necessar for Seller's
operations have been obtafed froin applicable federal, state or local authorities, includig, but
not limited to, evidence of compliance with Subpar B, 18 CFR 292.201 et seq .as a certified
Qualifying Facilty.
4.1.2 Opinion of Counsel - Submit to Idao Power an Opinion Letter signed by an attorney admitted
to practice and in good stading in the State ofIdaho providing an opinon that Seller's Hcenses,
pennts and approvals as set fort in pargraph 4.l.i above are legally and validly issued, are
held in the name of the Seller an, based on a reasonable independent review, counsel is of the
opinon that Seller is in substantial compliance with said pennits as of the date of the Opinon
Letter. The Opinion Leter wil be in a form acceptable to Idao Power and wil acknowledge
that the atorey rendering the opinion understands that Idao Power is relying on said opinion.
Idaho Power's acceptance of the ronn will not be unasonably witheld. The Opinion Letter
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wil be governed by and shall be interpreted in accordane with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
4.1.3 Nameplate Capacity - Submit to Idaho Power manufaeurer~s and engineering docUtentation
that establishes the Nameplate Capacity of each individual generation unit tht is included
within ths entie Facilty and also the total of these c.omponents to detere the Facilty
Nameplate Capacity rating. Upon receipt of ths data, Idao Power shal review the provided
data and detennine if the Nameplate Capacity specified is reasonable based l,pon the
manufacturer's specified generation ratíngs for the specific genertion unts.
4.1.4 Engineer's Certifcations - Submit an executed Engineer's Cerfication of Design &
Construction Adequacy and an Enginee's Certification of Operations an Maitenance (O&M)
Policy as described in Comnission Order No. 21690. Thes certificates wì1 be in the form
specified in Appendix C but may be modified to the extent necessar to recognìze the diferent
engineerig disciplines providig the ceficates.
4.1.5 Insurance - Submit wrtten proof to Idao Power of al insurance requird in Arcle Xl.
4.1.6 Interconnection - Provide written confination from Idaho Power's deliveiy business unit that
Seller has satisfied all interonnction requirements.
4.1.7 Network Resource Designatíon - The Seller's Facilty has been designated as a network
resource capable óf deliverigfirm energy up to the amOl,nt of the Maxmum Capacity.
4.1.8 Written Acceptance - Request and obtain wrtten confirmation frin Idao Power that al
conditions to acceptance of energy have been fulfilled. Such written confittion shall be
provided within a commercially resonable time following the Seller's request and wil not be
unreasonably withheld by Idaho Power.
ARTICLE V: TERM AN OPERATION DATE
5.1 Tenn- Subject to the provisions of paragraph 5.2 below, this Agreement shall becoine effective on the
date first written and shall contiue in full force an effect for a perod of twenty (20) Contract Years
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from the Operation Date.
5.2 Operation Date - The Operation Date may occur only after the Facilty has achieved all of the following:
a) Achieved the First Energy Date.
b) Cornssion approval of this Agrent in a form acceptable to Idao Power has been
received.
c) Seller ha demonstrted to Idaho Power's satisfaction tht the Facilty is corplete and able
to provide energy in a consistent, reliable and .safe :ier.
d) Seller has requested an Operation Date frm Idao Power in a wrtten format.
e) Seller has received written confirmation frm Idao Power of the Operation Date. This
confition will not be unreasonably withheld by Idao Power.
5.3 Operation Date Delay - Seller shal Cause the Facilty to ¡;chieve the Operatiön Date on ör before the
Scheduled Operation Date. Delays in the interCOílectIon and trstnssion network upgrade study,
design and construction process that are not Force Majeure events acceted by both Paries, shall not
prevent Delay Liquidated Damges from being due and owing as calculated in accordace wit this
Agreement.
5.3.1 If the Operation Date öccur after the Scheduled Operation Date but on or prior to ninety (90)
days following the Scheduled Operatiön Date, Seller shall pay Idaho Power Delay Liquidated
Damages calculated at the end of each calendar month aftr the Scheduled Operation Date as
follows:
Delay Liquidated Damages are equal to ((Curent month's Intial Year Net Energy
Amount as specified in pargraph 6.2.1 divided by the number of days in the curent
month) multiplied by the number of days in the Delay Period in the curent month)
multiplied by the cut month's Delay Price.
5.3.2 If the Operation Date does not OCCur within ninety (90) days following the Scheduled Operation
Date, the Seller shall pay Idaho Power Delay Liquidated Damges in addition to thos.e
provided in pargraph 5.3.1, calculated as follows:
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Forty five dollars ($45) multiplied by the Maxmum Capacity with the Maximum
Capacity being measured in kW.
5.4 If Seller fails to achìeve the Operation Date within ninety (90) days followirrg the Scheduled Operation
Date, such failur wil be a Material Breach and Idao Power may terminate this Agreement at any time
until the Seller curs the Material Breach. Additional Delay Liquidated Daages beyond those
calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the Delay Liquidated Damge
calculation described in 5.3.1 above for all days exceeding 90 days past the Scheduled Opertion Date
until such time as the Seller cures thi Material Breath or Idao Power terinates ths Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Damages or Delay Liquidated Damges within seven
(7) days of when Idaho Power calculates and preents any Delay Damages or Delay Liquidated
Damages bilings to the Seller. Seller's failure to pay these damages withi the specified time wí1 be a
Material Breach of this Agreeent and Idaho Power shll draw funds from the Delay Securty provided
by the Seller in an amount equal to the calculated Delay Damages or Delay Liquidated Damages.
5.6 The Pares 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 cerinty, and that the Delay Liquidated Damages are an appropriate approximation of such
damages.
5.7 Prior to the Seller executing this Agreement, the Seller shall have:
a) Filed for interconnection and is in compliance with all payments an requirements
ofthe Generation Interconnection Process.
b) Received and accepted an interconnection feasibilty study for this Facility.
c) Provided all infornation required to enable this project to be an Idaho Power
designated network resource.
d) Acknowledged responsibilty for all interconnection costs including any costs
associated with acquing adequate firm transmission capacty to enable the projec
to be classified as an Idaho Power fi network resource. If fmal interconnection
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or trnsmission studies ar not complete at the time the Seller execntes this
Agreement, the Seller understads that the Seller's obligations to pay Damages and
Liquidated Damages associated with the projects failure to achieve the Operation
Date by the Scheduled Opertion Date as specified in this Agreement is not relieved
by final interconnection or trnsmssion processes and schedules.
5.8 Within thrty (30) days of the date of a fina non-appealable Commission Order as specified in Aricle
XXI approvig this. Agreement, the Seller shall post liquid security ("Delay Security") in a form as
described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1. Failure to
post ths Delay Security in the time specifed above wil be a Material Breach of ths Agreement and
Idao Power may terminate this Agreement.
5.8.1 Delay Securty The grater of fort five ($45) multiplied by the Maximum Capacity with the
Maximum Capacity being measured in kW.
5.8.1. In the event Seller provides Idao Power with certification tht (1) a generation
interconnection agreent specifyng a schedule that wil enable ths 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 genertion interconnection
agrement is substantially complete and all material costs of interconnection have been
identified and agreed upon and the Seller is in compliance with all ters and
conditions of the generation interconnection agreement, the Delay Securty calculated
in accordance with paragraph 5.8.1 wil be reduced by ten percent (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Securty as specified in
pargraph 5.8.1. and subsequently (1) at Seller's request, the generation
interconnection agreement specified in paragraph 5.8.1.1 is revised and as a result the
Facilty wil not achieve its Operation Date by the Scheduled Operation Date or (2) if
the Seller does not maintai compliance with the generation interconnection agreement,
the full amount of the Delay Securty as calcubited in paragrph 5.8.1 wil be subjec to
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reitateient and wil be due and owing withìn five (5) BusÍ1ess Days frm the date
Idaho Power requests reinstatement. Failure to timely reinstate the Delay Security wil
be a Materal Breach of ths Agreement.
5.8.2 Idaho Power shall release any remaÍ1ing security poted hereunder after all caleuated Delay
Damages and/or Delay Liquidated Damages ar paid Í1 full to Idao Power and th earlier of i
1) thrty (30) days after the Operation Date has been achieved, or 2) sixty (60) days afer the
Agreement has been tennated.
5.9 Progress Reports. Withn ten (10) Business Days after the end of each calendar month following the
approval of this Agreement until the Operation Date is achieved, Seller shal submit progress reorts to
Idao Power on the developent and constction of the Facilty.
ARTICLE VI: PURHASE AND SALE OF NET ENRGY
6.1 Delìvery and Acceptace of Net Energy - Except when either Pary's perfonnance is excusd as
provided herein, Idaho Power Will purhae and Seller Will sell all of the Net Energy to Idaho Power at
the Point of Delivery. Net Energy produced by the Facilty and deliverd by the Seller at àny moment in
time to the Point of Deliver that exceeds the Maximum Capacity AmOiirtt wil he.a Materi Breach of
ths Ageement.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthy Net Energy Amounts:
Month kWh
Season 1
March
April
May
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Season 2
July
August
November
December
Season 3
June
September
Octobe
Janua
Februar
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall intially provide Idao Power with one
year of monthly generation estimates (Intial Yea Monthly Net Energy Amounts) and
beging at the end of month nine and every thee months threafter provide Idaho Power with
an additional thee months of forard generation estimates beyond those generation estimates
previously provided. Ths information wil be provided to Idao Power by wrtten notice in
accordance with paragrph 25.1, no later than 5:00 PM of the 5ID day following the end Qfthe
previous month or by electnic notice provided and verfied via retu electronic verfication of
receipt to the electronic notices addresse speified in paragraph 25.1, no later than 5:00 PM of
the 5th day followig the end of the previoUS month. If the Seller does not provide the Ongoing
Month1y Net Energy . Amounts in a timely maner, Idaho Power wil use the most recently
provided 3 matching months of the Initial Year Monthly Net Energy Amounts specified in
paragraph 6.2.1 for the next 3 months of monthly Net Energy amounts.
6.2.3 Seller's Adjustment orNet Energy Amount
6.2.3.1 No later tha the Operation Date, by written notice given to Idaho Power in accordace
with parat:raph 25.1, the Seller may revise all of the previously provided Inítial Year
Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9t month after the Operation Date and at the end of
every third month therafer: (l) the Seller may not revise the imediate next thr
months of previously provided Net Energy Amounts, (2) but by written notice given to
Idaho Power in accordance with paragraph 25.1, no later th 5:00 PM of the Sib day
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following the end of the previous month, the Seller may revise all other previously
provided Net Energy Anounts. Failure to provide timely written notice of changed
amounts wil be deemed to be an election of no change.
6.2.4 Idao Power Adjustment of Net Energy Anount- IfIdaho Power is excused from accepti the
Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declates a Suspenioo of
Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared Suspension of
Energy Delìveries is not uneasonably rejected by Idao Power, the Net Energy .Aount as
specified in paragrph 6.2 for the specific month in which the reduction or suspension unde
paragraph 12.2.1 or 12.3.1 occurs wil be reduced in accordace with the following:
Where:
NEA := Current Month's Net Energy Amouit (Paragraph 6.2)
SGU =:a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specifed in paragraph 12.2.1 this value wil be
equal to the percetage of curailment as specified by
Idaho Power multiplìed by the TGUas defined below.
b.) If the Seller declares a Suspesion of Energy Deliveries as
specified in pargraph 12.3.1 ths value wil be the sum of
the individual generation units size ratings as specifi.ed in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspesion of Energy
Deliveries.
TOU == Sum of all of the individua generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
RSH Actual hour the Facilty's Net Energy deliveres Were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
Actual total hours in the curent monthTH
Resulting formula being:
Adjusted
Net Energy = NEA
Anount.- (( SOU X NE) x(im. TOU TH ) )
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This Adjusted Net Energy Amount wil be used in applicable Surlus Energy calculations for only the
specific month in which Idao Power was excused frm accepting the Seller's Net Energy or the Seller
declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeue, Seller's falure to deliver Net Energy in any Contract
Year in an amount equa to at least ten percent (10%) of the sum of the Initial Year Net Energy
Amounts as specifed in paragraph 6.2 shall constitute an event of default.
ARTICL vm PURCHASE PRIE ANMEQDOFPAYM
7.1 Heayy Load Purchase Price. - For all Base Energy received durng Heavy Load Hours, Idaho Power wil
pay the non-levelized Heavy Load Purchase Price as specified in App.endix F.
7.2 Light Load Purchase Price - For all Base Energy received durng Light Load HoUt, Idaho Power will
pay the non~levelized Light Load Purchase Price as specified in Appendix F.
7.3 SUrPlus Energy Prce - For all Surplus Energy, Idaho Power shall pay to the Seller the lower of the
current month's Market Energy Referece Price or the Light Load Puchase Price.
7.4 Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power wil be
disbursed to the Seller withn 30 days. .of the date which Idaho Power receives and accepts the
documentation of the monthy Net Energy actually delivered to Idaho Power as specifed in
Appendix A.
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 wil be constred in accordance with Idaho Power
Compny 11. Idaho PubliC Utilities Cøm1lssion flAfoll Energy. Inc., 107 Idaho 781, 693 P.2d 427
(1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 Idao 1122, 695 P.2d i 261
(1985), Afìon Energv Inc, v. Idaho Power Company, 111 Idaho 925, 729 P.2d 400 (1986), Section 210
of the Public Utilty Regulatory Policies Act of 1978 and 18 CFR §292.303-308
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ARTICLE VIT: ENVIRONMENTAL AlTUTES
8.1 Under this Agreement, ownership of Green Tags and Renewable Energy Certificate (RECs), or the
equivalent environental attributes, directly associated with the production of energy from the Seller's
Facmty sold to Idao Power will be governed by any and all applicable Federal or State laws and/or any
regulatory body or agency deemed to have authority to reguate these Environmental Attrbutes or to
implement Federal and/or State laws re.garding the same.
ARTICLE IX: FACILITY AN INTERCONNCTION
9.1 Design of Facmty - Seller wil design, constrct, insta, own, operate and mantai the Facilty and any
Seller-owned interconnection facilties so as to allow safe and reliable generation and delive of Net
Energy to the Idaho Power Point of Deliver for the full ter of the Agreement.
9.2 Interconnection Facilties ~ The interconnection of this Facîlty to the Idaho Power elecrica system wil
be in compliance with the GIA. The Seller is responsible for all cøsts associated with intetcOtection of
this Facility as specified in the OIA.
ARTICLE X: METERIG AN TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, install, and maitai Metering
Equipment to be located at a mutually agreed upon location to reord and measure poWer flows to Idaho
Power in accørdace with the GIA The Meterig Equipment wil be at the location an the type
required to measure, record and report the Facility's Net Enery, Station Use, and maximum energy
deliveries (kW) at the Point of Delivery in a manner to provide Idaho Power adequate energy
measurement data to administer this Agreement and to integrate this Facility's energy production ino
the Idaho Power electrcal system.
10.2 Telemetr ~ Idao Power will install, operate an maintain at Sellers expense eontuncations and
telemetr equipment which wil be capable of providing Idaho Power with continuous instataeous
telemetr of Seller's Net Energy produced and delivered to the Idao Power Point of Delivery to Idaho
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Power's Designated Dispatch Facilty.
ARTICLE XI - RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facilty or such other location mutully acceptable
to the Parties adequate total generation, Net Energy~ Station Use, and maximum generatiol1 (kW)
records in a fonn and cOntent acceptable to Idaho Power.
11.2 Inspection - Either Pary ~ afer reasonable notice to the other Pary, shall have the right, durg normal
business hour~ to inspect and audit any or all genation, Net Energy, Station Use, and maximum
generation (kW) records pertinig to the Sellets Facilty.
ARTICLE XII; OPERATIONS
12 .1 Communcations - Idaho Power and the Seller shall maintain appropriate operting communications
thrugh Idaho Power's Designted Dispatch Facilty in accordance with Appendix A of this Agreement.
12 .2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy which would have
otherise been produced by the Facilty and delivered by the Seller to the Poil1t of Delivery, if it
is prevented from doing so by an event of Force Majeure, Forced Outage or temporar
disconnection of the Facilty in accordance with the GIA. If, for reasons other tha an event of
Force Majeur, a temporar disconnection as specified within the GIA exceeds twenty (20)
days, beginning with the twenty-frrst day of such interrption, curtailment or reduction, Seller
wil be deemed to be delivering Net Energy at a rate equivalent to the pro rata daily average of
the amounts specifed for the applicable month in pargraph 6.2. This pro rata daily average
wil be adjusted to reflect the lost energy production due to time of day, weather conditions and
any other factors that would have impacted the Facilties abilty to generate energy durl1g ths
period of interption, curtailment or reduction of the Sellers abilty to deliver energy to Idao
Power. Idaho Power wil notify Seller when the interption, curilent or reduction is
terminated.
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12.2.2 If, in the resonable opinion ofIdaho Power, Seller's operation of the Facility is unsafe or may
otherise adverely affect Idao Power's equipment, personnel or servce to its cutomers,
Idaho Power may temporarly disconnect the Facility from Idaho Power's
transmissiondistribution system as specified withn the GlA or take such other reasonable steps
as Idao Power deems appropriate.
12.2.3 Under no circumstances wil the Seller deliver Net Energy from the Facilty to the Point of
Delivery in an amount that exceeds the Maxmum Capacity Amount at any moment in time.
Seller's failur to limit deliveres to the Maximum Capaity Amount wil be a Material Breach
of ths Agreement.
12.2.4 If Idaho Power is unable to accep the energy from this Facility and is not excused frm
accepting the Facility's energy, Idaho Power's damages shall be liited to only the contract
value of the estimated energy that Idaho Power was unable to accept. Idaho Power wil have no
responsibility to pay for any other costs, lost revenue or consequential damges the Facilty may
ineUt.
12.3 Seller Declared Suspeion of Energy Deliveries
12.3.1 If the Seller's Facilty experiences a Forced Outage due to equipment failur which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate preventatve
maintenance of the Seller's Facilty, Seller may, after giving notice as provided in pargraph
12.3.2 below, tempörarily suspend all deliveries of Net Energy to Idaho Power from the Facility
or from individual generation unites) withn the Facility impacted by the Forced Outage for a
period of not less than 48 hoUts to correct the Forced Outage condition ("Declard Suspension
of Energy Deliveres"). The Seller's Declar Suspension of Energy Deliveres wil begin at
the start of the next fu hour following the Seller's telephone notification as specified in
paragraph 12.3.2 and wil continue for the Hme as specified (not less than 48 hour) in the
written notification provded by the Seller. In the month(s) in which the Declard Suspension of
Energy occured, the Net Energy Amount wil be adjusted as specified in paragraph 6.2.4
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12.3.2 If the Seller desires to initiate a Declard Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller wil notify the Designted Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveres will be at the earliest the next
full hour aft mag telephone contact with Idao Power. The Seller wil, within 24 hours
after the telephone contact, provide Idao Power a written notice in accordance with Arcle
XXV that wil contai the beginning hour and duration of the Declared Suspension of Energy
Deliveres and a description of the conditions tht caused the Seller to initiate a Declared
Suspension of Energy Deliveries. Idaho Power wil review the documentation provided by the
Seller to determine Idaho Power's acceptance of the described Forced Outage as qualifyg for
a Declard Suspension of Energy Deliveres as specified in pargraph 12.3.1. Idaho Power's
acceptance of the Seller's Forced Outage as an acceptable Forced Outage wil be baed upon the
clear docuientation provided by the Seller that the Forced Outage is not due do an event of
Force Majeure or by neglect, disrepair or lack of adequate preventative niaintenance of the
Seller's Facilty.
12.4 Scheduled Maíntenance - On or before Janua 31st of each calendar year, Seller shall submit a written
proposed maintenance schedule of signifcant Facility maíntenace for that calendar year and Idaho
Power and Seller shall mutually agree as to the acceptabilty of the proposed schedule. The Paries
deterrnation as to the ac~ptability of the Seller's timetable for scheduled niintenance wil take into
consideration Prdent Electrical Practices, Idahö Power system requirents and the Seller's preferr
schedule. Neither Pary shall uneasonably withold acceptace ofthe proposed maintenance schedule.
12.5 Maitenance Coordination - The Seller and Idao Power shall, to the extent practical, coordinate their
respective line and Facilty maintenance schedules such that they occur simultaneously.
12.6 Contact Prior to Cuilment - Idaho Power will make a reasonable attempt to contact the Seller prior to
exercising its rights to inteitpt interconnection or curail deliveries 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
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interrption, curailment, or reduction of electrcal energy deliveries to Idao Power.
ARTICLE Xll: INEMNIICATION AN INSURCE
13.1 Indemìfcatíon - Each Pary shall agree to hold harless and to indemnify the other Party, its offcers,
agents, affliates, subsidiares, parent company and eip10yees against all loss, damage, expense and
liabilty to thd persons for injur to or death of person or injur to property, proximately caused by the
indemnifYng Pary's (a) constrction, ownership, opertion or maintenance of, or by failur of, any of
such Pary's works Or facilties usd in connection with this Agreement, or (b) negligent or intentional
acts, errors or omissions. The indetnifyng Pary shall, on the other Party's request, defend any suit
asserting a clai covered by this indemnty. The indeiufyg Pary shall pay all docented costs,
including reasonable attorney fees that may be incured by the other Pary in enforcìng this indemnity.
13.2 Insurace - Durng the ter of ths Agreement, Seller shall secure and continuously can the following
insurnce coverge;
13.2.1 Comprehensive General Liabilty Insurnce for both bodily injury and propery daige with
limits equal to $1,000,000, each occutence, combined single limit. The deductible for such
insurce shall be consistent with curent Insurance Industr Utility practces for sinilar
property.
13.2.2 The above inurance coverage shall be placed with an insurance company with an A.M. Best
Company rating of A- or better and shal include:
(a) An endorsement naming Idaho Power as an addtional insurd. and. loss ¡fayee as
applicable; and
(b) A provision stating that such policy $hall not be caceled or the limits of liabilty
reduce without ten (10) days' prior written notíce to Idaho Power.
13.3 Seller to Provide Certificate of Insurance - As required in paagrph 4.1.5 herein and annually
thereafer, Seller shall furnsh Idaho Power a certficate of insuce, together with the endorsments
required therein, evidencing the coverge as set forth above.
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13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by pargrph
13.2 shall lapse for any reason, Seller wil iiediately notify Idaho Power in wring. The notice wìl
advise Idaho Power of the specific reon for the lapse and the steps Seller is takng to reinstate the
coverae. Failure to provide this notice and to expeditiously reinstte or replace the coverage wil
constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJ
14.1 As used in this Agreement, "Force Majeur" or "an event of Force Majeur" means any cause beyond
the control of the Seller Or of Idao Power which~ despite the exercise of due diigence, siich Par is
unable to prevent or overcome. Force Majeure incliides. but is not linted to,acts of God, fire, flood,
stonns, wars, hostilities, civil strife~ strkes and other labor dii¡turbances~ earthquaes, fires, lightng,
epidemics, sabotage, or changes in law or regulation occung after the Effecive Date, which, by the
exercise of resonable foresight such pary could not reasonably have been expeced to avoid and by the
exercise of due diligence, it shal be unable to overcome. If either Pary is rendered wholly or in par
unable to perfonn its obligations under this Agreement because of an event of Force Majeur, both
Paries shal be excused from whatever peronnance is affected by the event of Force Majeure, provide
that:
(1) The non-perfonning Pary shall,.as soon as is reasonably possible after the occurrence
of the Force Majeure, give the other Pary written notíce describing the particulars of
the occurrence.
(2) The suspension of perfonnance shall be of no greater scope and of no longer duration
than is required by the event of Force Majeure.
(3) No oblígations of either Pary which arose before the occurence causing the suspension
of perfonnnce and which could and should have been fully perforred before such
oCCUrrence shall be excused as a result of such occence.
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ARTICLE XV: LIILITY; DEDICATION
15.1 Limitation of Libilty. Nothing in ths Agreement shall be constred to create any duty to, aty
standard of care with reference to, or any liabilty to any person not a Pary to this Agreement. Neither
pary shal be liable to the other for any indirect, special, consequential, fiot punitive daages, except as
expressly authorized by this Agreement. Consequential damages wil include, but not be limted to, the
value of any envionmental attrbutes.
15.2 Dedication. No undertaking by One Pary to the other under any provision of this Agreement shall
constitute the dedcation of that Pary's system or any portion thereof to the Pary or the public or affect
the status ofIdaho Power as an independent public utility corporation or Seller as an independent
individual or entity.
ARTICLE XVI: SEVERA OBLIGATIONS
16.1 Except whete specifically stated in ths Agreement to be otherwise, the duties, obligations and liabities
of the Partes are intended to be several and not Joint or collective. Nothing contained. in this Ageeen
shall ever be construed to create an association, trust, partnership or joint venture or impose a trut or
parershp duty, obligation or liabilty on or with regard to either Pary. Each Party shall be
individually and severlly liable for its own obligatìons under this Agreement.
ARTICLEXVIT: WAI
17.i Any waiver at any tìme by either Pary of its rights with respect to a default under this Agreement or
with respect to any other matters arsing in conectìon with this Agreement shall not be deemed a
waiver with respect to any subsequent default or other matter.
ARTICLE XVII: ÇHOlCE OF LAWS AN VEN
18.1 This Agreement shall be construed and interreted in accordce with the laws of the State ofIdaho
without reference to its choice of law proviions.
18.2 Venue for any litigation arsing out of or related to this Agreement wil lie in the Distrct Cour of the
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Fourth Judicial Distrct of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - Al disutes related to or arising under ths Agreement, including, but not limited to, the
interretation of the tenns and conditions of this Agreement, wil be submitted to the Comssion for
resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Pary fails to perform any of the terms or conditions of this Agreement
(an "event of default"), the non defaulting Party shall cause notice in wrting to be given to
the defaultng Pary, specifyng the nianner in whích such default occurred. If the defaulting
Party shall fail to cure such default with the sixty (60) days afer se:rCe of such notice, or
if the defaulting Party reasonably demonstrates to the other Pary that the default ca be
cured within a commercially reasonable time but not within such sixty (60) day period and
then fais to dilgently pursue such cure,. then, the non defaulting Party may, at its option,
termte ths Ageement and/or pursue its legal or eqitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in thís Agreement as Material Breaches. Material Breaches must be cued
as expeditiously as possible following OCCUtrence of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafer for the full term of ths
Agreement, Seller wil provide Idao Power with the following:
19.3.1 Insurce - Evidence of compliance with the provisions of paragraph 13.2. 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;
19.3.2 Engineer's Certfications - Every three (3) years afer the Operation Date, Seller wil supply
Idao Power with a Cerification of Ongoing Operations and Maintenace (O&M) from a
Registered Professional Engineer licensed in the State of Idaho, which Certification of
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Ongoing 0 & M shall be. in the form specified in Appendix C. Seller's failur to supply the
required certificate will be an event of default. Such a default may only be cured by Seller
providig the required certificate; and
19.3.3 Licenses and Perits - Durng the full ter of this Agreement, Seller shall mainin
compliance with all pennts and licenses described in paragraph 4.1.1 of this Agrment. In
additon, Seller wil supply Idaho Power with copies of any new or additional permits or
licenses. At least every fift Contract Year, Seller wil update the documentation describe
in Piiragrph 4.1.1. If at any time Seller fails to maintain compliance with the permits an
licenses described in paragraph 4.1. or to provide the documntation require by ths
pargraph, such failur wil be an event of default and may only be cu by Sener
submittg to Idaho Power evidence of compliance frm the peritting agency.
ARTICLE XX: GOVERNENTAL AUTORIZATION
20.1 This Agreemeht is subject to the jursdiction of those governental agencies having contrl over either
Pary of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 This Agrment shall become f:illy effective upon the Commission's approval of all ters and
provisions hereof without change or condition and declaration that all payments to be made to Seller
hereunder shall be allowed as prudently incurd expeses for ratemang puroses.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement an all of the tenns and provisions hereof shall be binding upon and inur to the benefit
of the respective successors and assigns of the Partes hereto, except that no assignent hereofby either
Party shall become effective without the written consent of both Paries being first obtaied. Such
cOnsent shall not be urieasonably withheld. Notwithstanding the foregoing, any pay which Idaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer substatially
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all of its electric utilty assets, shal automatically, without fuer act, and without nee of consent or
approval by the Seller, succeed to all of Idaho Power's rights, obligations and interests under ths
Agreement. This aricle shall not prevent a financing entity with recorded or secur rights frm
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 exerising such rights or remedies.
ARTICLE xx: MODIFICATION
23.1 No modfica.tion to thi Agrement shall be valid unless it is in wrting and signed by both Paries and
subsequently approved by the Commission.
ARTICLEXXIV: TAXES
24.1 Each Par shall pay before deliquency al taxes and oter goverental chages which, if failed to be
paid when due, could result in a lien upon the Facilty or the Intc:rconnection Facilties.
ARTICLE XXV: NOTICES
25.1 All wrtten notices under this Agreement shall be directed as follows and shall be considered
deliverd when faxed, e-mailedand confied with deposit in the U.S. Mail, first-class,
postage prepaid, as follows:
To Seller:
Original document to:
Telephone:
Cell:
FAX:
E-mai:
Copy of document to:
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Telephone:
Email:
To Idaho Power:
Origil document to:
Senior Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Emal: Lgrw(gidahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-maíl:ralphiW.daopower.com
Either Pary may change the contact person and/or address information listed above, by providing
written notice from an authorized person representig the Part.
ARTICLE XXVI; ADDITIONAL TERMS AN CONDITIONS
26.1 Equal Employment. Durng pedormance pursuant to this Ageement, Seller agrees to comply with all
applicable equal employment opportnity, small business, and affirative action laws and reguations.
All Equal Employment Opportity and affintive action laws and regutions are hereby incorporated
by thîs reference, including provisions of38 U.S.C. § 4212, Executive Order 11246, as amended. and
any subsequent executive orders or other laws or regulations relatig to equal opportnity for
employment on governent contrats. To thc cxtent this Agreement is covered by Executive Order
11246, the Equal Opportunity Clauses contained in 41 C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 41 CFR
60-741.5 are incorporated herein by refernce.
26.2 Ths Agreement includes the following appendices, which ar attached hereto and included by
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referece:
Appendix A
AppendixB
AppendixC
AppendiD
AppendixE
Generation Schedling and Reportng
Facilty and Point of Delivery
Engneer's Cerifications
Form of Liquid Security
Energy Prcing
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty of any ter or provision of this Agreement sha not affect the
validity or enforceabilty of any other terms or provisions and this Agrentsha11 be constred in all
other respects as if the invalid or unenforceable ter or provision were omitted.
ARTICLE XXVLL: COUNERPARTS
28.1 This Agreement may be execute in two or more counteipars, each of which shal be deemed an
origina but al of which togeter shal constitute one and the same inent.
ARTICLE XX: ENT AGREEMENT
29.1 This Agreement constitutes the entie Agreement of the Paries concerg the subject matter herf and
supersedes all prior or contemporaneous oral or wrtten agreements betwee the Parties concernng the
subject matter hereof.
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Date
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IN WISS WHREOF, The Pares hero have caused ths Agrement to be execte in
their respective naes Q1 the daes set forth below:
Idao Power Company
By
Lis A Grow
Sr. Vic Preident, Powe Suply
Date
"Idao Power "Seller
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APPENIX A
A -1 MONTY POWER PRODUCTON AN SWITCHIG REPORT
At the end of each month th followig requi documentation wil be subined to:
Idao Power Company
Att: Cogeneration and Small Power Producton
POBox70
Boise, Idaho 83707
the meter readigs requied on this report wil be the readings on the Idaho Power Meter Equipment meaurg
the Facilty's total energy production and Station Usage delivere to Idaho Power and the inui generated
energy (kW) as recorded on the Meterng Equipment and/or any other requied energy measurements to
adequately administer this Agreement. This document shall be the document to enable Idaho Power to begin the
energy payment caculation and payment process. The meter readigs on ths rert shall not be used to
calculate the actual payment, but intead wil be a check of theautoniated meter reading infonnation tht will be
gathered as descrbed in item A-2 below:
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Idaho Power Company
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Cogeneration and Small Power Production
Project Name
Month Year
Project Number:
Address Phone Number:
City
Meter Number:
End of Month kWh Meter Reading:
Beginig of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Rec.ørd
Date Time ~
*Breaker Ope Reasn Codes
Lack of Adequate Prime Mover
Forced Outage of Facilty
Disturbance of ¡PCo System
Scheduled Maintenance
Testing of Protectin Systems
Cause Unknown
Other (Explain)
i
2
3
4
5
6
7
State Zip
Fadl
Outut
Station
Usage
Station
Usage
Metered
Maimum Generation
kW
Net Geeration
..
Breaker Closing Record
*Timelk!!~
I hereby certi that the above meter readings are
true and correct as of Midnight on the last day of the
above month and tht the switching recrd is accurate
and complete as requied by the Firm Energy Sales
Agreement to which I am a Party.
Signature Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power wil use the provided Meterig and Telemtr equipment and processes to collect the
meter readíng information from the Idaho Power províded Metenng Equipment that measurs the Net Energy
and energy delìvered to supply Station Use for the Fací1ty recorded at 12:00 AM (Midnight) of the last day of
the month..
The meter information collected wî1 include but not be limited to ener production, Station Use, the maximum
generated power (kW) and any other required energy measurements to adequately administer thìs Agreement.
A-3 ROUTIN REPORTING
Once the Fací1ty has achìeved its OperaHon Date and has operated in a relíable and consistent maer
for a reasonable period of Hme, the Paries may mutually agre to modifY this RoutIne Reportg
requirement.
Idaho Power Contact Information
Daí1y Energy Production Reorting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following inonntion:
. Project Identification - Project Name and Project Number
· Curent Meter Readi
. Estimated Generaton for the. current day
. Estimated Genertion for the next day
Planed and unplaredProject outages
Call 1-800-345-1319 and leave the following information:
· Project Identification - Project Name and Project Number
. Approximate time outage oceured
. Estimated day and time of project coming back online
-31-
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Seller's Cont Infortion
24Hour pro Opeon Conta
Nane:~61
Prgect On-slt Cou infomtion
Nam:'T~~
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APPENDIXB
FACILITY AN POIN OF DELIVERY
Prject Name: Grand View Solar II
Pröject Number:
B-1 DESCRITION OF FACILITY
Var Capabilty (Both leading and laggig: Leadg is _ LaggI1g is
B-2 LOCATION OF FACILITY
Near:
Sections:Townhip~ Rage: _ County: _
UPS Coordinates:
Description of Interconnection Location:
Nearest Idaho Power Substation:
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected as the Scheduled Firt Energy Date.
Seller has selected as the Scheduled Operaion Date.
In making these selections, Seller recognzes that adeuate testing of the Facilty an completion of al
requirents in paragraph 5.2 of this Agreent must be completed prior to the project being granted
an Operation Date.
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B-4 MAMUM CAPACITY AMOUNT
Ths value wil be which is consistent with the value provided by the Seller to Idaho Power in
accordance with Schedule 72. This value is the maimum energy(MW) that potentially could be
delivered by the Seller's Facmty to the Idaho Power electrical system at any moment in time.
B-5 POIN OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Pares, the point of where the Sellers
Facilty's energy is delivered to the Idaho Power electrcal system. The OIA wil deterine the specific
Point of Delîver for this Facility. The Point of Deliver identified by the GIA wil become an integral
part of this Agreement.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measurg the exact energy deliveries by the Seller
to the Idaho Power electrical system at the Point of Deliver, no Losses wil be calculated for ths
Facilty. If the Idao Power Meterg Equipment is unable to measure the exac energy deliveries by
the Seller to the Idaho Power electrcal system at the Point of Delivery, a Losses calculation wil be
established to measure th energy losses (kWh) between the Seller's Facilty and the Idaho Power Point
of Delivery. This loss calculation will be initially set at 2% of the kWh energy producton recorded on
the Facilty generation metering equipment. At such time as Seller provides Idaho Power with the
electrical equipment specifications (transformer loss specifications, conductor sizes, etc.) of all of the
electrical equipment between the Facilty and the Idaho Power electrcal system, Idaho Power wil
configue a revised Losses calculation formula to be agred to by both parties and used to calculate the
kWh losses for the remaining term of the Agreement. If at any time dung the tenn of this Agreement,
Idaho Power determnes that the loss calculation does not coectly reflect the actua kWh Losses
attrbuted to the electrical equipment between the Facmty and the Idaho Power electrical system, Idaho
Power may adjust the calcultion and retroactively adjust the previous months kWh losses calculations.
-34-
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B-7 METERIG AN TELEMETRY
The GIA wil determine the specific meterg and telemetry requirements for this Facility. At the
miimum the Meterig Equipment and Telemetr equipment must be able to provide and record hourly
energy deliveres to the Point of Deliver and any other energ measuements required to administer
this Agreement. These specifications wil include but not be limted to equipment specifications,
equipment location, Idaho Power provided equipment, Seller provided equipment. and all costs
associated with the equipment, design and installation of the Idaho Power provided equipment. Seller
wì1 arge for and make avaiable at Sellets cost communication circuit(s) compatible with Idaho
Power's communications equipment and dedicated to Idaho Power's use terminating at the Idaho Power
facilities capable of providing Idaho Power with continuous instantaneous information on the FaciUties
energy production. Idaho Power provided equipment wil be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maitenance, including adistrtive cost to be
reimbursed to Idaho Power by the Seller. Payment of these cost wil be in accordance with the GIA
and the total meterig cost wil be included in the caculation of the Monthly Operation and
Maintenace Charges specified in the GIA.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power canot accept or pay for generation from this Facility until a Network Resource
Designation ("NR") application has been accepted by Idao Power's delivery business unit. Federal
Energy Regulatory Commission ("FERC") rules require Idao Power to prepare and submit the NR.
Because much of the informtion Idaho Power needs to prepare the NR is specific to the Seller's
Facility. Idao Power's abilty to fie the NR in a timely maner is contingent upon timely receipt of
the requied information from the Seller. Prior to Idaho Power beginnng the process to enable Idaho
Power to submit a request for NIt status for this Facilty, the Seller shall have completed all
requiements as specified in Paragraph 5.7 of this Agreement. S~Uer's failure to provide coniplete
and accurate information in a timely manner can significantly impact Idaho Power's abilty and
.35-
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cost to attai the NR designation for the Seller's Facilty and the Sener shan bear the costs of
any of these delays tht are a result of" any acton or inacton by the SeDer.
-36-
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Page 101 of 175
APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAINANCE POLICY
The undersigned , on behalf of himelf /herlf
and ,hereìnafter collectìvely referred to as "Engìneer," hereby states and certìfes to the Seller as
follows:
1. That Engìeer ìs a Lìcensed Professìonal Engìnee ìn good standing ìn the State of Idaho.
2. That Engìneer has revìewed the Energy Sales Agrement, hereìnafter "Agreement," beween Idaho
Power as Buyer. and as Seller, dated
3. That the cogenertìon or small power production project which is the subject of the Agreement and this
Statement ìs ìdentìfied as Idao Power Company (IPCo) Facì1ty No.and is hereinfter
referred to as the "Prject."
4.That the Project, which is cornonly known as the Prjec is located in
Section _ Township Rage , Boise Merdian,County, Idaho,.
5. That Engineer recognizes that the Agrement provides for the Project to fuish electrcal enegy to
Idaho Power for a year period.
6. That Engineer has substantial experience in the desìgn, 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 Prject.
8. That Engineer has revìewed and/or superised the revìew of the Policy for Operation and Maintenance
("O&M") for this Project and it is hìs professional opinon that, provìded said Project has been designed and
-37-
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built to apprprate standads, adence to said O&M Policy wil result in th Prject's producî at or nea the
design electrcal output, effciency and plant factor for a year perod.
9. ThatEigiee reogns that Idao Power, in accordace wìth pargrph 5.2 of the Agrent. is
relying on Engieerfs representations and opinons contained in ths Stateent.
10. That Engieer cerifies tht the above statements ar complete, tre and accute to th best ofbisler
knowledge and therefore set hisler had and seal below.
By
(P.E. Stap)
Date
-38-
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APPENDIXC
ENGINER'S CERTIICATION
OF
ONGOING OPERATIONS AN MAIENANCE
The undersigned . on behalf ofhimselflherself and
herinafter collectively refered to as "Engineer," hereby states and cerifies to
the Seller as follows:
I. That Engineer is a Licensed Professional Engieer in good standig in the State of Idaho.
2. That Enginee ha reviewed the Energy Sales Agreement, hereinafter "Agreement," beween Idaho
Power as Buyer, and as Seller, dated
3. That the cogeneration or small power prouction projec which is the subject of the Agreement and ths
Statement is identifed as Idao Power Company (IPCo) Facilty No.and hereinfter referred
to as the "Project".
4.Tht the Project, which is commonly known as the Project, is located in
Section _ Township Range . Boise Merdian,County, Idaho.
5. That Engieer recognizes that the Agreement provides for the Project to fush electncal energy to
Idaho Power for yearpenod.
6. That Engineer has substantial expenence in the design, constrction and operation of electrc power
plants of the same type as this Prject.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
-39-
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8. That Engineer has inade a physical inspection of said Project, its operations and inntenance recQrds
since the lat previous cerifed inpection. It is Engineer's professional opinion, based on the Project's
appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy; that it is in
reasonably good operating condition; and tht if adhernce to sad O&M Policy continues, the Prject wil
continue producing at or near its design electcal output, effciency and plant factor for the reining
years of the Agreeient.
9. That Engieer recognes tht Idaho Power, in accordance with pargraph 5.2 of the Agreeient, is
relyig on Engieer's representations an opinions contained in ths Statement.
10. Tht Engineer certifies that the above statements are complete, tre and accurate to the best of his/er
knowledge and therefore sets hislher had and seal below.
By
(p.E. Stamp)
Date
-40-
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APPENDlXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned . on behaf of himselflherself and
hereinfter collectively referred to as "Engineer", hereby states and cerfies to
Idaho Power as follows:
1. That Engineer is a Lü:(lsed Professional Engieer in good staclg in the State ofIdaho.
2. That Engineer has reviewed the Fin Energy Sales Agrement, 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 (IPCo) Facìlty No and is hereinafter
refered to as the "Projec".
4.That th Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian,County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to fuish electrical energy to
Idaho Power for a year perod.
6. That Enginee has substantial experience in the design, construction and operation of electc 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.
-41-
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8. That Engineer has reviewed the engineering design and constction of the Projecti ìncludig the civi
work, electcal work, generating equipment, prie mover conveyance system, Seller fuished Internnection
Facilties and other Project facilities and equipment.
9. That the Project has been conscted in accordance with said plans and specificatons, all applicable
codes and consistent with Prudent Elecrical Practices as that ter is described in the Agrent.
10. That the design and c.onstrction of the Project is such that with reasonable and prudent operation and
matenance pracces by Seller, the Project is capable of performing in accordace with the ter of the
Agreement and with Prudet Electrcal Practices for a year perod.
11. That Engineer recognizes that Idaho Power, in accordance with pargraph 5.2 of the Agreement, in
inteonnecting the Project with its system, is relying on Engineer's representations and opinions contaed in
this Statement.
12. That Engiee certifies that the above statements are complete, tre and accurate to the best ofhisler
knowledge and therefore sets his!her hand and seal below.
By
(P.E. Stamp)
Date
-42-
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APPENDIXD
FORMS OF LIQUI SECURTY
The Seller shall provide Idaho Power with commercially reasonable security instnnients such as Cash
Escrow Secrity, Guarntee or Leter of Credit as those terms are defmed below or other forms of liquid
financial security that would provide readily available cash to Idaho Power to satisfy the Delay Securty
requirement and any other secuty requirement with this Agreement.
For the purose oftms Appendix D, the ter "Credit Requirements" shall mean accetable fiancia
creditwortess of the entity providing the securty instnnint 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-term or long~term investment grade credt ratig by Standard & Poor's
Corpration or Moody's Investor Serices, Inc. shall be deeed to have acceptable fmacial
creditwortness.
1. Cash Escrow Security - Seller shall deposit fuds in an escrow account established by the Seller in
a banng institution acceptable to both Parties equal to the Delay Security or any other requied
securityanount(s). The Seller shall be responsible for all costs, and receive any interest eared
associated with establishing and maintainng the escrow account(s).
2. duarantee or Letter of Credit Securty - Seller shall post and maintain in an amount equal to the
Delay Securty or any other requi securty amounts: a) a guaranty from a part that satisfies the
Credit Requirements, in a form acceptable to Idaho POWer at its discretion, or b) an irrevocable
Letter of Credit in a form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit
-43-
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wil be issued by a ficia intitution acceptable to both paies. The Seller sha be resible for
all costs associated with estblishig and mataig the Guates) or Letts) of Credit.
44-
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APPENDlXF
MONTY ENERGY PRICES
Mils per Kwh
Page 109 of 175
Light Load Purchase Price
$23.19
$27.50
$21.66
$21.78
$20.20
$21,3
$27.61
$32.25
$30.37
$30.40
$33.23
$28.71
$24.61
$28.30
$23.36
$29.27
$23.20
$20.69
$30.50
$34.49
$32.75
$31.67
$34.03
$29.46
$21.90
$30.60
MonthlYear Heavy Load Purchase Price
Jan-12
Feb-12
Mar-12
$25.80
$30.70
$27.41
$25.11
$22.79
$22.93
$30.74
$36.43
$34.89
$36.96
$37.91
$33.14
$28.97
$33.75
$29.20
$30.36
$26.07
$23.72
$32.99
$40.10
$38.27
$38.03
$40.05
$35.41
$30.99
$35.97
Apr-12
May-12
Jun-12
Jul-12
Aug-12
Sep-12
Oct-12
Nov-12
Dec-12
Jan-13
Feb-13
Mar-13
Apr-13
May-13
Jun-13
Jul-13
Aug-13
Sep-13
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
-45-
Draft for Discussion Purposes Only
Mar-14
Apr-14
May-14
Jun-14
Jul.14
Aug-14
Sep-14
Oct-14
Nov-14
000-14
Jan-15
Feb-15
Mar-15
Apr-15
May.15
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May.16
Jun-16
Jul-16
Aug-16
Draft for Discussion Purposes Only Page 110 of 175
$30.84
$29.16
$24.69
$24.99
$35.84
$42.33
$40.92
$42.13
$43.20
$37.94
$33.88
$38.86
$34.42
$31.19
$25.27
$27.89
$38.40
$45.19
$42.98
$42.37
$43.28
$40.45
$36.13
$40.63
$36.06
$35.83
$29.12
$30.77
$68.89
$75.71
$25.81
$21.87
$21.35
$21.97
$31.33
$36.79
$35.42
$39.72
$38.17
$31.00
$27.26
$32.53
$28.86
$24.34
$21.41
$25.10
$35.24
$38.52
$37.30
$34.26
$34.84
$34.26
$29.12
$35.46
$30.00
$33.71
$27.04
$28.00
$64.87
$69.66
-46-
Draft for Discussion Purposes Only
Sep-16
00t-16
Nov-16
Dec-16
Jan-17
Feb-17
Mar-17
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Deo-17
Jan-18
Feb-18
Mar-18
Apr-18
May-18
Jun-18
Jul-18
Aug~18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
Feb-19
Draft for Discussion Purposes Only Page 111 of 175
$73.22
$71.26
$73.35
$70.37
$66.31
$69.31
$64.94
$60.99
$56.89
$60.34
$70.63
$76.92
$74.21
$76.55
$78.31
$73.42
$69.15
$71.92
$67.35
$63.71
$56.49
$60.90
$73.Q7
$81.04
$77.43
$76.59
$75.06
$74.76
$71.40
$73.70
$68.64
$65.40
$65.75
$64.20
$61.38
$63.18
$58.89
$53.08
$54.04
$57.36
$6ti.46
$70.51
$70.23
$73.04
$71.39
$68.31
$61.27
$65.64
$63.95
$56.58
$56.26
$59.22
$66.57
$74.11
$72.06
$69.89
$66.65
$71.07
$64.36
$67.41
-47-
Draft for Discussion Purposes Only
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oet-20
Nov~20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May~21
Jun-21
Jul-21
Aug-21
Draft for Diseussion Purposes Only Page 112 of 175
$68.53
$68.99
$61.82
$62.57
$74..97
$83.16
$80.32
$78.88
$77.15
$78..59
$74.56
$76.01
$71.12
$66.78
$60.93
$65.61
$78.07
$86.24
$83.34
$85.15
$84.03
$83.26
$79.77
$82.43
$74.46
$68.17
$63.58
$68.09
$81.57
$91.49
$64.37
$65.72
$5.53
$58.46
$70.35
$76.29
$74.10
$68.14
$68.86
$74.57
$68.71
$71.03
$66.10
$57.99
$56.79
$60.07
$71.87
$79.88
$75.79
$81.66
$18.86
$77.96
$71.39
$74.41
$69.09
$61.51
$60.63
$63.20
$75.94
$85.07
-48-
Draft for Discussion Purposes Only
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul-22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr~23
May-23
Jun-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
Draft for Discussion Purposes Only Page 113 of 175
$87.12
$85.10
$85.44
$88.90
$83.60
$85.06
$77.11
$76.35
$67.90
$70.69
$84.48
$94.54
$91.12
$88.11
$89.86
$93.33
$85.25
$86.38
$79.58
$72..38
$67.93
$73.20
$87.64
$97.57
$91.97
$96.02
$95.75
$96.72
$89.06
$91.06
$79.77
$78.02
$77.41
$83.37
$75.82
$76.56
$70.26
$70.63
$66.47
$64.68
$82.29
$88.07
$81.74
$80.16
$81.99
$86.78
$78.01
$78.67
$70.59
$65.36
$62.41
$69.59
$82.98
$91.00
$82.43
$91.34
$90.74
$87.04
$79.95
$82.14
-49-
Draft for Discussion Purposes Only
Mar-24
Apr-24
May-24
Jun-24
Ji.I-24
Aug-24
Sep-24
Oet-24
Nov-24
Oec-24
Jan~25
Feb-25
Mar-25
Apr-25
May~25
Jun~25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Oec-25
Jan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
Jul-26
Aug-26
Draft for Discussion Purposes Only Page 114 of 175
$82.11
$76.01
$69.45
$73.23
$90,65
$101.88
$97.10
$95.54
$93.94
$99.35
$91.16
$91.63
$83.60
$82.64
$75.76
$77.55
$94.99
$105.27
$100.03
$97.95
$96.09
$104.18
$94.31
$95.56
$88.32
$81.34
$7.5.72
$81.50
$97.73
$108.93
$73.66
$68.34
$65.53
$71.54
$85.30
$95.62
$88.38
$87.00
$84.83
$90.89
$81.30
$85.14
$77.71
$76.52
$70.65
$71.43
$89.48
$97.92
$89.91
$88.60
$86.70
$94.40
$87.37
$87.67
$81.64
$76.02
$72.70
$74.43
$93.17
$103.54
~50-
Draft for Discussion Purposes Only
Sep~26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
Mar-27
Apr-27
May-27
Jun-27
Jul-27
Aug-27
Sep-27
Oct-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jari-29
Feb-29
Draft for Discussion Purposes Only Page 115 of 175
$104.65
$105.27
$106.57
$106.28
$96.05
$97.13
.$90.36
$82.86
$78.59
$84.46
$101.19
$113.52
$108.81
$105.53
$108.53
$111.53
$103.02
$100.54
$92.55
$90,47
$85.36
$87.80
$104.83
$117.17
$111.16
$108.25
$113.74
$114.65
$106.96
$105.96
$92.32
$97.10
$9.51
$96.26
$8.50
$90.95
$83.26
$78.50
$74.07
$77.70
$96.62
$106..64
$98.09
$97.31
$91.50
$103.48
$98.29
$95.03
$86.97
$86.32
$18.91
$78.90
$99.63
$108.29
$97.64
$98.68
$105.54
$108.65
$101.25
$9ê.00
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Draft for Discussion Purposes Only
Mar-29
Apr-29
May-29
Jun-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec,.29
Jan-30
Feb-30
Mar-30
Apr-3Q
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-31
Feb-31
MClr-31
Apr-31
May-31
Jun-31
Jul-31
Aug-31
Draft for Discussion Purposes Only Page 116 of 175
$97..19
$89.16
$84.54
$87.52
$107.33
$121.30
$115.62
$117,30
$117.77
$117.60
$104.47
$102.79
$94.31
$88.67
$85.74
$87.40
$103.41
$116.13
$111.86
$109.55
$114.65
$117.27
$107.01
$105.28
$96.54
$90.73
$87.71
$89.42
$105.92
$119.01
$91.08
$83.94
$80.05
$83.09
$100.70
$113.99
$104.79
$111.85
$112.05
$115.08
$98.19
$94.99
$89.45
$84.60
$81.40
$81.31
$99.02
$108.11
$102.14
$101.68
$105.63
$110.45
$100.54
$97.24
$91.54
$86.54
$83.25
$83.16
$101.40
$110.75
-52-
Draft for Discussion Purposes Only
Sep-31
Oct-31
Nov-31
Dec-31
Jan-32
Feb-32
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep,32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
Draft for Discussion Purposes Only Page 117 of 175
$114.62
$112.24
$117.49
$120.19
$109.56
$107.78
$98.78
$92.80
$89.69
$91.45
$108.44
$121.93
$117.40
$114.95
$120.36
$123.14
$112.31
$110.48
$101.21
$9$.04
$91.84
$93.66
$111.16
$125.05
$120.39
$117.86
$123.43
$126..30
$115.08
$113.20
$104.61
$104.13
$108.20
$113.17
$102.90
$99.50
$93.63
$88.48
$85.09
$85.00
$103.78
$113.42
$107.09
$106.60
$110.79
$115.91
$105.45
$101.95
$95.90
$90.60
$87.11
$87.01
$106.36
$116.29
$109.76
$109.26
$113.58
$118.85
$108.02
$104.41
-53-
Draft for Discussion Purposes Only
Mar~34
Apr-34
May'-34
Jun-34
Jul-34
Aug-34
Sep-34
Oct-34
Nov-34
Dec-34
Jan-35
Feb-35
Mar~35
Apr-35
May-35
Jun-35
Jul-35
Aug-35
Sep-35
Oct-35
Nov-35
Dec-35
Jan-36
Feb-36
Mar-36
Apr-36
May~36
Jun-36
Jul-36
Aug-36
Draft for Discussion Purposes Only Page 118 of 175
$103.65
$97.30
$94.00
$95.87
$113.89
$128.20
$123.40
$120.80
$126.54
$129.49
$117.94
$115.99
$106.16
$99.62
$96.22
$98..15
$116.71
$131.45
$126.50
$123.82
$129.74
$132.78
$120.82
$118.82
$108.69
$101.95
$98.45
$100.43
$119.55
$134.74
$98.18
$92.72
$89.12
$89.02
$108.96
$119.18
$112.46
$111.94
$116.39
$121.82
$110.66
$106.94
$100.53
$94.90
$91.20
$91.10
$111.63
$122.16
$115.24
$114.70
$119.29
$124.87
$113.32
$109.49
$102.89
$97.09
$93.28
$93.17
$114.32
$125.16
~54-
Draft for Discussion Purposes Only
Sep.-
oe.-
Nov.-
Dec36
Dra for Dldo Pu Oøy Page 119 of 175
$129.64
$126.$8
$132.97
$136.11
$118.03
$117.49
$122.21
$127.96
..Draft fnr Dleu.. pG.l' Ou
Page 120 of 175
&hin, Randy
From:
Sent:
To:
Cc:
Subject:
Attachments:
Peter Richardson £peter~rihardsonandoleary.comi
Saturday, Decmber 03, 2011 2:05 PM
Walker, Donovan; Allphin, Randy
Robert Paul
FW:
image2011-12-03-140359.pdf
Donovan and Randy, please see the attached letters regarding Grand View PV Solar TWO, Three and Four. I am looking
forward to your response. -Pete
Peter Richardson
Richardson & O'Lear, PLLC
51 S N. 27th Stree
Boise, Idaho 83702
[phone] office
[phone] cell
petercgchårdsonandolear.com
Front: Scanner
Sent: saturday, Dember 03, 2011 2:03 PM
To: Peter Richardson
Subject:
i
Page 121 of 175
llli(CH;JiISGiN "'0~. PUC
AtTORNIlYS AT LAW
Peter Richardson
Tel: 208.~~8.790 1 l'u: 208-9~8-7904
pcr~ r,¡ri ch. rd.un.ndol~. .y. com
i~o. Bm,7218 8oi... lD 8.~707 . 515 N. 27th St. Boi.., m U702
3 December 20 I 1
Via U.S. Mail and Elect1onicMiil
Donavan Wa1kr
dwalkerCßidahpawer.comLegal Dearent
Idaho Power Company
1221 West Idaho Street
Boise, ID 83702
RE: Grd View PV Solar Two
Dear Donovan:
This is ii reponse to Randy Allphin's email yeseray regadirtg the power purhas agreement
for Grand ViewPV Solar Two.
Rady appear to be under the mistaen impression tht the Grand View PV Solar Two power
purcha agreement th Idaho Power offered is to be replaced by the woefuly iiadequate draf
atthed to his emai. See my letter of this date regading Grand View PV Solar Th and Four
for details as to the inadequa of the most curt draf contract
As you know, it is not Idao Power's place to detenine when a legatiy enforceable obligation
has been secure by a QF project develope. That fat was only just recentl made evident in the
Cedar Creek lOS. Idaho PUC FERC docket. As you also know, the Grand View PV Solar Two
contrt wa :flly negotiated and all its terms and conditions seled beteen the pares -- but for
the sinle dispute over REC ownership language. That contrct (and tht single issue) has been
lodged with the Idaho PUC for deterriiatn. We wilJ, of course abide by the Idaho PUC's
deterriríation, aud expect Idaho Powet wil do the same.
--iY';l...~ ). ' j .
P"(~...l)¡l~PeWJ. l(dfar$O
RicbasQl &, O'Lear PLLC
Page 122 of 175
iU€fíR~S'Or _Ðl~. I!LLC
ATTORNEYS AT LAW
Peter Richardson
Tel, 208-938-7901 Fax: [phone]
pcç.: rlPric h a rd~Q nan dplC'liry.coli
P.O. Box 7118 Bo¡...IO 83707 - 515 N. 27th St. Bois.,lD 83702
3 Deeember 2011
Via Us. Mail and Electronic Mail
Donavan Walker
dwalk~idahopower.com
Legal Deparent
Idaho Power Company
1221 West Idaho Street
Boise, ID 83702
RE: Grad View PV Solar Th and Four
Dear Donovan:
This is in response to Rady Allphin's email yestday in response to my Jul 2,2011, request fQr
power purhase agreements for Grand View PV Solar Three and Four.
It appears the contracts teder by Randy ar not ìn compliance with multple Idaho PUC
requirents for calculatng avoided cost rates for projeets greater th 100 kw using the IR
metodology. In addition, the contr fail to adjust offered rates to account for seasality.
Finally the contract contain language that is curntly the object of litigaton before the Idaò
PUC relating to ownership ofRECs. None of this is acceptable.
Severl month AFR Grand View Thee and Four's requests for were made, Idaho Power
calculated avoided cos rates for the Interconnec Solar project containng avoided co rates
based on the IRP methodology tht prduced a levelizd rate of $105.14 which pursut to that
agrment is adjusted baed on the month and tie of year that facilit produces energy and
capacity. The heavy load hour price in the contrac Rady tendered star at $25.80 and do not
reaoh the $104 level until 2027. Needless to say. at a minium, the rates in OUT contrct$ should
be based on the same methodology usi:ig the same inputs and assuiptipns as were use for
Interconect Solar, since we were in the queue before that oontact was prepard.
May I hear frm you this week as to how Idao Power inteds to corrct these problems? Also, I
believe we ar entitled to copies of all caculations, and work paers supporting the same, used in
preparg the rate in the tendered dr.
, SincerelX, x.;') 7
,.,,"7 ' 1'/ 'V ,ø-, ..-G /! ¿?"é;,pet~. Richardson ~
Richardson &. O'Lear PLLC
&hin, Randy
From:se:
To:
Cc:
Subjec:Athment:
Pagoaga, Richard
Thul'ay, Decmber 08, 2011 3:20 PM
Oarringtòn, Michae; Allphin, Randy
DeVol, Philp
Grandview Solar PV 2-4 2011 IRP no carbn.x1sx
Gradview Solar PV 2-(~2011 IRP no carbo.xsx
GrahdviewSolar PV 2-4 with update solar benchmark
1
Page 123 of 175
Page 124 of 175
Aliphin5Randy
Fl"m:
Sent:
To:
Subject:Attchments:
Allphin, Randy
Friday, December 16,201111:36 AM
Walker, Donovan
FW: Draft Grand View Solar II purchase poer agreement
Grand VieW Solar II draft PPA 3-10-2011.doc
Tracking:Recipient
Walker. DonoVln
Read
Read: 12/16101111:36 AM
From: Allphin, Randy
sent: Thursday, March 10, 2011 2:00 PM
To: 'robertpauI08CWgmail.com'
Cc: 'Peter Richardson'; Walker, Donovan
SUbjec:: Draft Grand View Solar II purchase power agrement
Mr. Paul,
As you requested attached is a draft PURPA purchase power agreement for your' proposed Grand View II 20 MW solar
project.
The priCing contained within this proposed agreement is based upon the energy shape you provided that we then used
to execute the IRP priCing model.
This draft agreement is for discussion purposes only and Idaho Power reserves the right to modify this agreement at any
time until both parties have executed an agreed upon document.
Only after agreement by both parties, execution of an agreement by both parties aiid approval of the Agreement by the
Commission shall a binding commitment exist.
Please review and contact me with any ciuestions you may have.
Randy
1
Are1e
1
2:
3
4
5
6
7
8
9
10
11
12
13
14
15
16
i7
18
19
20
21
22
23
24
2S
26
27
28
29
Draf for Discussion Purpos Only
FI ENGY SALS AGREEM
BETEN
IDAHO POWE COMPAN
AN
Page 125 of 175
TABLE OF CONTS
'irlLE
Defions
No Relice on Idao Power
Waries
Cotions to Acce of Energy
Ter and Opion Date
Puhase an Sale of Ne Ene
Puha Prce an Metod of Payment
Envinmen Attribute
Facilty and Interonnion
Meteg and Telemet
Recrds
Option
Indenifieaion an InSur
Forc Majeu
Liabity; Decation
Severa ObligaQPWai
Choice of Laws an Venue
Disptes an Default
Governenta Autorition
COmmssion Orde
Succor an Assign
Modifcaon
Taxes
Notices
Addini Ter and COndtions
Sevbily
COunteBnti ~en Signtu
Appdi A
AppdixB
AppdiC
Ap~D
Dra for Discussion Purposes Onl
Draft for Dicussion Purposes Only Page 126 of 175
FIR ENERGY SALES AGREEMENT
(Solar Project - Greater than 100 kW)
Project Name: Grand View Solar II
Project Number:
THIS AGREEMENT, enter into on this _ day of 2011 beteen
(Seller), and IDAHO POWER COMPAN, an Idaho corporation (Idao
Power), hereinafter sometimes referred to collectively as "Paries" or individually as "Par."
WITNSSETH:
WHEREAS, Seller wil design, constrct, own, maintai and opeate an electrc generation facilty; and
WHREAS, Seller wishes to sell, and Idaho Power is wiling to purhase, fin electc energy produced
by the Seller's Facilty.
THREORE, In consideration of the mutual covenants and agreements hereinafer set fort, the
Paries agree as follows:
ARTICLE I: DEFINIONS
As used in this Agreement and the appendices attached hereo, the following terms
shall have the following meangs:
1.1 "Bas Energy" - Monthly Net Energy less tha 110% of the monthly Net Energy Amount as specified
in paragraph 6.2 of ths Agreement less any Net Energy that is deteined to be Surlus Energy as
specified within this Agreement.
1.2 "Commission" - The Idao Public Utilties Commission.
1.3 "Contract Year" - The period commencing each calenda year on the same calendar date as the
Operation Date and ending 364 days thereafter.
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Draft for Discussion Purposes Only
Page 127 of 175
1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,5.4,
5.5,5.6 and 5.8.
1.5 "Oelay Period" - All days past the Scheduled Operation Date until the Seller's Facilty achieves the
Opertion Date.
1.6 "Delay Price" - The curent month's Mid~Columbia Market Energy Cost minus the currcnt month's All
Hour Energy Price specified iti paragraph 7.2 of this Agreeent. IfthÍS calculation results in a value
less th 0, th result of this calculation wm be o.
1.7 "Designated Dispatch Facilty" - Idao Power's Systems Opertions Group, or any subsequent group
designated by Idaho Power.
1.8 "Facilty" - That electrc generation facility described in Appendix B of this Agreement.
1.9 "First Energy Daten - The da conuencing at 00:01 hours, Mountai Time, fOllQwig the day tht
Seller has satisfied the requirements of Arcle N and the Seller begins delivering energy to the Idao
Power electrical system at the Point of Delivery.
1.10 "Heavy Load Hours" - The daily hours begig at 7:00 am, ending at 11 :00 pm Mountai Time, (16
hos) excludig all hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgivig and Chrstmas.
1.11 "'Heay) Load Peak Houa" - The daily Heavy Load Hours from hour beging at 3 :00 pm though hour
ending 7 pm Mountain time, (4 hour).
1.12 "Heavy Load Stadard Hours" ~ The daily Heavy Load Hours not included as Heavy Load Peak Hours.
1.13 "Interconnection Facilties" - All equipment specified in Schedule 72.
1.14 "Light Load Hours" - The daily hour beginning at 11:00 pm, ending at 7:00 am Mountain Time (8
hours), plus al other hours on all Sundays, New Year Day, Memorial Day, Independence Day, Labor
Day, Thagiving and Chrstmas.
1.15 "Losses" - The loss of electrcal energy expressed in kilowatt hour (kWh) occurng as. a result of the
transfonnation and transmission of energy between the point where the Facility's energy is metered and
-2-
Draft for Discussion Puroses Only
Draft for Discussion Purposes Onl Page 128 of 175
the point the Facilty's enery is delivered to the Idao Power electrical system. The loss calculation
formula will be as specified in Appendi B of ths Agreement.
1.16 "Market Ener Reference Price" ~ Eighty-five percent (85%) of the Mid-Columbia Market Energy
Cost.
1.17 "Material Breach" - A Default (pargraph 19.2.1) subject to paragraph i 9.2.2.
1.18 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facilty wil be as specified in
Appendi B ofthís Agrment.
1.19 "Meterig Equipment" - All equipment speified in Schedule 72, this Agreement and any additional
equipment specified in Appendix B reuired to measure, record and telemeter bi directional power
flows between the Seller's electric generation plant and Idaho Power's system.
1.20 "Meterig Point" - The physical point at which the Meterig Equipment is located that enables
accurate measurement of the Test Energy and Net Energy deliveries to Idao Power at the Point of
Delivery for this Facility tht provides al necessar data to admiister thìs Agreeent.
1.21 "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 price is discontinued by .the reporting agency, both Paries wil mutually
agree upon a relacement index. which is similar to the Dow Jones Mid-Columbia Index. The seleced
replacement index wil be consistent with other similar agrements and a commonly used index by the
electcal industry.
i .22 "Nameplate Capacity" -The ful-load electrcal quantities assigned by the designer to a generator and its
prime mover or other piece of electrical equipment, such as trasforters and circuit breakers, under
standaized conditions, expressed in amperes, kilovolt~amperes, kilowatts, volts or other appropriate
units. Usually indicated on a nameplate atached to the individual machie or devce.
i .23 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. Subject to the
-3-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
Page 129 of 175
term of this Agreement, Seller conuts to deliver all Net Energy to Idaho Power at the Point of
Delivery for the full tenn of the Agreement.
1.24 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that all
reqttrements of Pargrph 5.2 have been completed.
1.25 ..Point of De1ivery" - The location specified in Appendix B, wher Idaho Power's and the Seller's
electrcal facilties are interconneced and the energy frm this Facilty is delivered to the Idao Power
electrical system.
1.26 ..Prudent Electrical Practices" - Those pratices, methods and eqttpment that are commonly and
ordinly used in electrcal engineering and operations to operte electric equipment lawfully, safely,
dependably, effciently and econonically.
1.27 '.Scheduled Operation Date" - The date specified in Appendi B when Seller anticipates achieving the
Opertion 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 Facilty shal achieve the
Operation Date.
1.28 "Schedule 72" - Idaho Power's Tariff No I 01, Schedule 72 or its successor schedules as approved by
the Conussion. The Seller shall be responsible to pay all costs of interconnection and ìntegration of
this. Facility into the Idaho Power electrcal system as specified within Schedule 72 and this Agreement.
1.29 .'Season" - The thee perods identified in paragraph 6.2.1 of this Agreement.
1.30 "Special Facilities" - Additions or alterations of trsmission and/or distribution lines and transforers
as described in Schedule 72.
1 .31 ..Station Use" - Electric .energy that is used to opere equipment that is auxiliar or otherwise related to
the production of electricity by the Facility.
1.32 "Surlus Energy" - Is (1) Net Energy produced by the Seller's Facilty and delivered to the Idaho Power
electrcal system during the month which exceeds 1 10% of the monthly Net Energy Amount for the
corrsponding month specified in paragraph 6.2. or (2) All Net Energy produced by the Seller's Facilty
and delivered to the Idaho Power electrcal system in any month where the Net Energy delivered for
-4-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
Page 130 of 175
that month is less than 90% of the montWy Net Energy Amount for the corespondig. month specified
in paragraph 6.2. or (3) All Net Ener produced by the Seller's Facility and delivered by the Facilty to
the Idaho Power electrical system prior to the Operation Date.
1.33 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLEIl; NO RBCE ON IDAHO POWE
2.1 Seller Independent Investigation - Seller war and represents to Idao Power tht in enterng into
this Ageement and the undertg by Seller of the obligationS set fort herin, Seller has investíg.ated
and detenined that it is capable of penonning hereunder and has not relied upon the advice,
expenence 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 underakng the transactíons
contemplated by this Agreement have been solely those of Seller.
ARTICLE II: . WARIES
3. I No W¡uanty by Idaho Power - Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilties sh not be an endorsement or a confirmation by Idaho Power and
Idao Power makes no waranties, expressed or implied, regarding any aspect of Seller's design
specifications, equipment or faciltíes, including, but not limited to, safety, durabilty, reliabilty,
strngt, capacity, adequacy or economic feasibilty.
3.2 Qualifyg Facility Status - Seller warans that the Facilty is a "Qualifyg Facility," as that term is
used and defined in 18 CFR 292.201 et seq. After initial qualification, SeUer wil tae such step as may
be required to mainta the Facility's Qualifyng Facilty status during the term of this Agent and
Seller's failure to maitain Qualifying Facilty status wil be a Material Breach of ths Agreement.
Idaho Power reserves the right to review the Facilty's Qualifyng FacUity status and associated support
and compliance documents at anyte durng the tenn of this Agreement.
-5-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
Page 131 of 175
ARTICL lV: COONS TO ACCEPTANCE OF BNGY
4.1 Prior to the First Energy Date and as a condition ofIdaho Power's acceptance of deliveries of energy
from the Seller under this Agrement, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller' 8
operations have ben obtaed from applicable federal, state or loca authoritìes, includig, but
not limited to, evidence of compliance with Subpar B, 18 CFR 292.201 et seq. as a certified
Qualifyig Facìlty.
4.1.2 Opinon of Counel - Submit to Idaho Power an Opinon Letter signed by an attorney ac:itted
to practice and li good standig in the State ofIdao providìg an opinion that Seller's licenses,
permits and approvals as set forth in pargrh 4.1.1 above are legaUy and validly issued, are
held in the name of the Seller and, based on a reasonable independent review, counsel is of the
opinon that Seller is in substantial compliance with said permits as of the date of the Opinion
Leter. The Opinion Letter will be in a form acceptable to Idaho Power and wil acknowledge
that the attorney renderig the opinion understands that Idaho Power is relying on said opinion.
Idaho Power's acceptance of the form wil not be utrsonably withheld. The Opinion Leter
wil be governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Sectìon of Business Law (1991).
4.1.3 Nameplate Capacity ~ Submit to Idaho Power manufacturer's and engineering docuentation
that establishes the Nameplate Capacity of each individual generation uni that is included
within this enti Facilty and also the tota of these components to determne the Facilty
Nameplate Capacity rating. Upon receipt of this data, Idao Power shall review the provided
data and detere if the Nameplate Capacity specifed is reasonable based upon the
inanufacturer's specified generation ratings for the specific genertion unts.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Constrction Adequacy and an Engineer's Certifcation of Opeations and Maintenance (O&M)
Policy as described in Commission Order No. 21690. Thes.e certficates wil be in the form
-6~
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only Page 132 of 175
specified in Appendi C but may be modified to the extent necessar to recognize the dífferent
engineering disciplines providing the certificates.
4.1.5 Insurance - Sublït wrtten proof to Idaho Power of all insurnce required in Arcle xm.
4.1.6 Interconnection - Provide wrtten eonfirtion frm Idaho Power's delivery business unit that
Seller has satisfied all interconnection requiments.
4.1.7 Network Resource Designation - The Seller's Facilty has been designted as a network
resource capable of deliverig firm energy up to the amount of the Maximum Capacity.
4.1.8 Written Acceptance - Request and obtain wrtten confirmation from Idaho Power that all
condítions to acceptance of energy have been fufilled. Such written conftion shall be
provided withi a cottercially reasonable time following the Seller's requestand wil not be
uneasonably withheld by Idao Power.
ARTICLE V: TERM AN OPERATION DATE
5.1 Ter - Subject to the provisions of pargraph 5.2 below, ths Agrment shl beCome effective on the
date first wrtten and shall contiue in full force and effect for a perod of tweny (20) Contract Year
from the Opeation Date.
5.2 Operation Date - The Operation Date may occu only after the Faclity has achieved all of the following:
a) Achieved the Firt Energy Date.
b) Commssion approval of this Agreement in a form acceptable to Idaho Power has been
received.
c) Seller has demonstrated to Idao Power's satisfaction that the Facilty is complete and able
to provide energy ina 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 Idaho Power of the Opeation Date. This
confirmation wil not be unrasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facilty to achieve the Operation Date on or before the
-7-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
Page 133 of 175
Scheduled Opertion Date. Delays in the interconnection and transmission netork upgrde study, design
and constrction procss that are not Force Majeur events accepted by both Pares, shall not prevent
Delay Liquìdated Damages from beg due and owin as calculated in accordce with this Agreement.
5.3.1 lfthe Operation Date occurs after the Scheduled Operation Date but on or prior to ninety (90)
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated
Damages calculated at the end of each calendar month aftr the Scheduled Operation Date as
follows:
Delay Liquidated Damages are equal to ((Curent mouth's Intial Year Net Energy
Aiou:t as specified in paragraph 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 current month)
multiplied by the curent month's Delay Price.
5.3.2 If the Operation Date does not occur withn ninety (90) days following the Scheduled Operation
Date, the Seller shall pay Idaho Power Delay Liquidated Damages in additìon to those
provided in pargrh 5.3.1, calculated as follows:
Fort five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity beingineasur in kW.
5.4 If Seller fails to achieve the Opertion Date within ninety (90) days following the Scheduled Operatìon
Date, such failure wil be a Material Breach and Idao Power may terinate ths Agreement at any tie
nnW the Seller cures the Materal Breach. Additional Delay Liquidated Damages beyond those
calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the Delay Liquidated Damage
calculation described in 5.3.1 above for all days exceeding 90 days past the Scheduled Operation Date
unti such time as the Seller cutes this Materal Breach or Idaho Power termintes this Agreeent.
5.5 Seller shal pay Idaho Power any calculated Delay Damages or Delay Liquidated Damages within seven
(7) days of when Idaho Power calculates and presents any Delay Damages or Delay Liquidated
Damages bilings to the Seller. Seller's failur to pay these damages within the specified time wil be a
Material Breach of ths Agreement and Idaho Power shall drw fuds from the Delay Securty provided
-8-
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Draft for Discussion Purposes Only Page 134 of 175
by the Seller in an aioUIt equal to the calculated Delay Damges or Delay Liquidated Damges.
5.6 The Paries agree that the damages Idaho Power would incur due to delay in the Facilty achieving the
Operation Date on or before the Scheduled Operation Date would be dicult or impossible to predict
with certainty, and that the Delay Liquidated Damages are an appropriate approximation of such
damges.
5.7 Pror to the Seller executing this Agreement, the Seller shall have;
a) Filed for interconnection and is in compHance with all payments and requirements
of the interconection procss
b) Received an accepted an interconne.ction feasibility study for tils Facilty.
c) Provided all inormation required to enable Idaho Power to fie an initial
tranmission capacity request.
d) Accepted the results of the initial trsmission capacity request.
e) Acknowledged responsibilty for all interconnection costs and any costs associated
with acquig adequate firm tranmission capacity to enable the project to be
classified as an Idaho Power fi network resource. If final interconnection or
transmission studies are not complete at the time the Seller executes ths
Agreement, the Seller undestands that the Seller's obligations to pay Daages and
Liquidated Damages associated with the projects faimre to achieve the Operation
Date by the Scheduled Opertion Date as specified in ths Agreeent is not relieved
by final interonnection or transmission processes and scheduls.
5.8 Within thirty (30) days of the date of a final non-appealable Commission Order as specified in Aricle
XX approving this Agreement, the Seller shall post liquid secuty ("Delay Security") in a form as
described in Appendix D equal to or exceeding the amount calculated in paragrph 5.8.1. Failur to
post this Delay Security in the time specified above will be a Material Breach of ths Agreement and
Idao Power may termnate this Agreement.
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5.8.1 Delay Securty The 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 th months of revenue is the estimated revenue associated with the :fst
three ful months following the estiated Scheduled Operation Date, the estimated kWh of
energy production as speified in paragraph 6.2.1 for those three months multiplied by the All
Hours Energy Price specified in pagraph 7.2 for each of those thre months.
5.8.1. In the event (a) Seller provides Idaho Power with certificaion tht (1) a generation
interconnection agreeent specifng a schedule that wil enable this Facility to achieve
the' Operation Date no later than the Scheduled Operation Date has been.completed and
the Seller has paid all reuird interconnection costs, or (2) a generation interconnecton
agreement is substantially complete and all materal costs of interconnection have been
identified and agreed upon and the Seller is in compliance with all terms and
conditions of the generation interconnection agreement, the Delay Securty calculated
in accordance with pargraph 5.8.1 wil be reduced by ten percent (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Security as specifed in
paragrph 5.8.1.1 and subsequently (I) at Seller's request, the generaion
ineronnection a.greement specified in paragraph 5.8.1.1 is revised and as a relt the
Facilty will not achieve its Operation Date by the Scheduled Operation Date or (2) if
the S.eller does not maintain compliance with the generation interconnection agreement,
the full amount of the Delay Securty as calculated in paragraph 5.8.1 wil be subject to
reinsttement and wil be due an owing within five (5) business days from the date
Idaho Power requests reinstatement. Failure to timely reinstate the Delay Securty wil
be a Material Breach of this Agreement.
5.8.2 Idaho Power shall release any remaining security posted hereunder af all calculated Delay Damages
and/or belay Liquidated Damages are paid in full to Idaho Power and the earlier of, 1) thiry (30) days
after the Operation Date has been achieved, or 2) sixty (60) days after the Agreement has been
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ten:nated.
ARTICLE VI: PURCHASE AN SALE OF NET ENGY
6.1 Deliver and Acceptance of Net Energy - Except when either Pary's perfotice is excused as
provìded herin, Idaho Power wil purhase and Seller wil sell all of the Net Energy to Idaho Power at
the Point ofDelìvery. Net Energ produced by the Facilty and deliver by the Seler at any moment in
time to the Point of Delivery that exceeds the Maximum Capacity Amount wil be a Materal Breach of
this Ageement.
6.2 Net Energy Amounts - Seller intends to produce and delìver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Net Energy Amunts:
Month kWh
Season 1
March
April
May
Season 2
July
August
November
December
Season 3
June
September
October
Januar
Februar
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall intially provide Idao Power with one
year of monthly genertion estmates (Initial Year Monthly Net Energy Amounts) an
beginning at the end of month nine and every the months thereafter provìde Idaho Power with
an additional three months of forward generation estimates beyond those generation estimates
prvìously provìded. This information wil be provìded to Idaho Power by wrtten notice in
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accordance with paragraph 25.1, 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 Montly Net Ener Amounts in a
timely manner, Idaho Power wil use the most recently provided 3 matching months of the
Initial Year Monthly Net Energy Amounts specified in pargrph 6.2.1 for the next 3 mortths of
montly Net Energy amounts.
6.2.3 Seller's Adjustment of Net Energy Amount
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in accordance
wíth paragraph 25.1, 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 Operation Date and at the end of
every third month thereafer: (i) the Seller may not revise the immediate next thre
months of previously provided Net Energy Amounts, (2) but by written notice given to
Idao Power in accordace with paragraph 25.1, no later than 5:00 PM of the 5th day
following the end of the previous tnortth, the Seller may revise all other previously
provided Net Energy Amounts. Failure to provide timely written notice of changed
amounts wil be deemed to be an election of no change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idah 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 specified in pargraph 12.3.1 and the Seller's declared Suspension of
Energy Deliveries is not unreasonably rejected accepted by Idaho Power, the Net Energy
Amowt as specified in paragraph 6.2 for the specifc mortth in which the reductiort or
suspension under paragraph 12.2.1 or 12.3.1 occur wil be reduced in accordance with the
following:
Where:
NEA ~ Current Month's Net Energy Amount (paragraph 6.2)
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SGU =a.) IfIdao Power is excused from accepting the Seller's Net
Energy as specified in paragrph 12.2.1 this value wil be
equal to the peentage of curtailment as specifed by
Idao Power multiplied by the TOU as defned below.
b.) If the Seller declars a Suspension of Energy Deliveries as
specified in pargrph 12.3.1 this value wil be the sum of
the individua generation units siz ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declar 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
agreement.
RSH = Actual hours the Facilty's Net Energy deliveres were either
reduced or suspended under pargraph 12.2ó 1 or 12.3.1
= Actual total hours in the curt monthTH
Resulting formula being:Adjusted ( (
Net Energy = NEA - .
Amount
sou X NEA ) X ( RSHTGU TH ) )
Ths Adjusted Net Energy Amount wil be used in applicable Surlus Energy calculations for only the
specifc month in which Idaho Power was excused from accepting the Seller's Net Energy or the Seller
declard a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any Contrct
Year in an atount equal to at least ten percent (10%) of the Sum of the Initial Year Net Energy
Amounts as specified in pargraph 6.2 shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Base Energy Puhase Price
7.1.1 Dug the months of March, April and May Idaho Power shall pay the non-levelized Heavy
Load Energy Pnce for all Base Energy received durg Heav Load Hour and the Light Load
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Energy Price for all Base Energy received durg Light Load hours for each yea as specified
below:
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Heayy Load Energy Price
MilslWb
67.16
70.61
71.93
73.26
74.63
76.03
77.45
78.89
80.37
81.88
83.41
84.97
86.57
88.19
89.85
91.54
93.26
95.01
96.80
98.61
Light Load Energy Price
MilslkWh
61.81
65.26
66.58
67.91
69.28
70.68
72.10
73.54
75.02
76.53
78.06
79.62
81.22
82.84
84.50
86.19
87.91
89.66
91.45
93.26
7.1.2 Durg the months of Novembe and December, Idao Power shall pay the non-Ievelízed Heavy
Load Energy Price for all Base Energy received durig Heavy Load Hours and the Light Load
Energy Prce for all BaSe Energy received dunng Light Load hour as for each ye as speified
below:
Yea
2012
2013
2014
2015
2016
2017
2018
Hea Load Energy Price
MilslWh
109.64
115.28
117.43
119.62
121.85
124.13
126.44
Light Lod Energy Price
MìlslkWh
100.91
106.55
108.70
110.88
113.11
115.39
117.71
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2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
128.81
131.22
133.68
136.19
138.73
141.34
143.99
146.69
149.45
152.26
155.11
158.04
161.00
120.07
122.48
124.94
127.45
130.00
132.60
135.25
137.95
140.71
143.52
146.38
149.30
152.27
7.1.3 Durig the months of July and August, Idao Power shall pay the non-levelized Heavy Load
Standard Energy Price for all Base Energy received durng Heavy Load Standard Hour, the
Heavy Load Peak Hour Prces for all Base Energy received dlUg Heavy Load Peak Hours and
the Light Load Energy Price fot all Base Energy rec.eived dlUg Light Load HourS for eah
yea as specified below:
Heavy Load Standa
Energy Price
Heayy Load Peak
Energy Price Light Load Energy Price
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
MilslkWh
107.45
112.97
115.08
117.23
119.41
121.65
123.91
126.23
128.60
131.01
133.47
135.96
138.51
141. 1
143.76
MilslkWh
115.12
121.04
123.30
125.60
127.94
130.34
132.76
135.25
137.78
140.36
143.00
145.67
148.41
151.9
154.02
MilslWh
100.91
106.55
108.70
110.88
113.1 1
115.39
117.71
120.07
122.48
124.94
127.45
130.00
132.60
135.25
137.95
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2027
2028
2029
2030
2031
146.46
149.21
152.01
154.88
157.78
156.92
159.87
162.87
165.94
169.05
140.71
143.52
146.38
149.30
152.27
7.1.4 Durg the months of June, September, October. Jan and Februar, Idaho Power shall
pay the non-Ieveliz Heavy Load Ener Price for al Base Energ received durg Heavy
Load Hours and the Light Load Energy Prce for all Base Energy received during Light
Load hours as specifed below:
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Heavy Load Energy Price
MilslkWh
91.37
96.07
97.86
99.68
101.54
103.44
105.37
107.34
109.35
111.40
113.49
115.61
117.78
119.99
122.24
124.54
126.88
129.26
131.70
134.17
Light Load Energy Price
MilslWh
84.09
88.79
90.58
92.40
94.26
96.16
98.09
100.06
102.07
104.12
106.21
108.33
110.50
112.71
114.96
117.26
119.60
121.98
124.42
126.89
7.2 All Hours Energy Price - The price to be used in the calculation of the Surlus Energy Prce and Delay
Damage Price shall be the non-Ievelized energy price for each ye as specified below:
March, April and
May
July, August.
Noveber and
December
June. September,
October. Janua and
Februar
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Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
MilslkWh
64.78
68.23
69.55
70.88
72.25
73.65
75.07
76.51
77.99
79.50
81.03
82.59
84.19
85.81
87.47
89.16
90.88
92.62
94.42
96.23
MiIslkWh
105.76
111.40
113.54
115.73
117.96
120.24
122.56
124.92
127.33
129.79
132.30
134.84
137.45
140.10
142.80
145.56
148.37
151.22
154.15
157.12
MilslWh
88.13
92.83
94.62
96.44
98.30
100.20
102.13
104.10
106.11
108.16
110.25
112.37
114.54
116.75
119.00
121.30
123.64
126.02
128.46
130.93
7.3 Sutplus Energy Prce - For all Surhis Energy, Idaho Powe shall pay to the Seller the lower of the
curent month's Market Energy Referece Price, Light Load Energy Price or the All Hours Energy Price
specified in paragraph 7.2.
7.4 Payment Due Date - Undisputed Energy payments, less any payments due to Idao Power wil be
disbured 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 Idao Power as specified in
Appendix A.
7.5 Continuing Jursdiction of the Coinission "This Agrement is a special contract and, as such, the rates,
terms and conditions contaied in this Agreement wil be constred in aQQordane 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 Idao 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 Utilty Regulatory Policies Act of 1978 and 18 CFR §292.303-308
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ARTICLE VII: ENVIRONMENAL ATTRllIES
8.1 Under this Agrement, ownerhip of Green Tags and Renewable Energy Cerificate (RECs), or the
equivalent envionmental attributes, diretly assocated with the production of energy from the Seller's
Facility sold to Idao Power wil be goveed by any and al applicable Federal or State laws and/or any
regulatory body or agency deemed to have authority to regulate these Environmental Attributes or to
implement Federal and/or State lawa regarding the same.
ARTICLE IX: FACILITY AN INERCONNCTION
9.1 Design of Facilty ~ Seller wil design constrct, irstal, own, operâte aid niintain the Facilty and aiy
Seller-oned Interconnection Facilitiea so as to allow safe and reliable genertion and delivery of Net
Energy to the Idaho Power Point of Delivery for the full tenn of the Agreement.
9.2 Interconnection Facilties - Except as specifically provided for in ths Agrement, the required
Interconnection Facilities wil be in accordace with Schedule 72, the Genertion Interconnecton
Process and Appendix B. The Seller is responsible for all costs associated with ths equipment as
specified in Schedule 72 and the Genertion Interconnection Process, including but not limited to initial
costs incurr by Idaho Power for equipment costs, installation costs and ongoing monthly Idaho Power
operations and maintenance expenses.
ARTICLE X: MEG AN TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, irstall, and maintain Meterirg
Equipment to be located at a mutualy agreed upon location to record and measure power flows to Idao
Power in accordace with this Agreement and Schedule 72. The Meterig Equipment wil be at the
location and the type required to measure, record and report the Facilty's Net Energy, Station Use, and
maimum energy deliveries (kW) at the Point of Deliver in a manner to provide Idaho Power adequate
energy measurent data to administer this Agre.ement and to integrate this Facility's energy prouction
into the Idaho Power electrcal system.
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10.2 Telemetry - Idaho Power wîl instal, operate and maintai at Senets expense comnunícations and
telemetry equipment which wil be capable of providing Idaho Power with continuous instantaneous
telemetr of Seller's Net Energy produced and delìvered to the Idaho Power Point of Delìver to Idao
Power's Designa.ted Díspatch Faciliy.
ARTICLE XI - RECORDS
11.1 Maintenace of Records - Seller shall maintain at the Facìlty or such other location mutually acceptable
to the Paries adequate total generation, Net Energy, Station Use, and maxum generation (kW)
records in a foun and content acceptable to Idaho Power.
11.2 Inspection - Either Pary, afer reasonable notice to the other Pary, shall have the right, durg nonnal
business hours, to inspect and audit any or all generation, Net Energy, Station Use, and maximum
generation (kW) records pertiníng to the Seller's Facilty.
ARTICLE XU: OPERATIONS
12 .1 Communications - Idaho Power and the Seller shall maintai appropriate operating comnurcations
through Idaho Power's Designated Dispatch Facilty in accordance with Appendix A of this Agreement.
12 .2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from acceptig and paying for Net Energy which would have
otherwise bee produced by the Facility and delivered by the Seller to the Point of Delivery, if it
is prevented from doing so by an event of Force Majeur, or tempora disconnection of the
Facilty in accordance with Schedule 72. If, for reasons other than an event of Force Majeure, a
temporary disconnection under Schedule 72 exceeds twenty (20) days, beginning with the
twenty-first day of such interrption, curailment or reduction, Seller wil be deemed to be
delìverg Net Energy at a rate equivalent to the pra rata daily average of the amounts specified
for the applicable month in paragraph 6.2. Idaho Power wil notify Seller when the interrption,
curtailment or reduction is terminated.
12.2.2 If, in the reasoable opinion of Idaho Power, Seller's operation of the Facility or Interconnection
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FacHities is unsafe or may otherwise adversely affect Idaho Power's equipment, personnel or
servce to its customers, Idaho Power may temporarily disconnect the Facilty from Idaho
Power's transmission/distrbution system as specifed withìn Schedule 72 or take such other
reasonable steps as Idao Power deems approprate.
12.2.3 Under no circumstances wil the Seller deliver Net Energy from the Facilty to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in time.
Seller's failur to limt delivenes to the Maximum Capacity Amount wil bea Materal Breach
of ths Agreement.
12.2.4 If Idao Power is unable to accept the energy from this Facilty and is not excused from
acceptìng the Facilty's energy, Idaho Power's daages shall be limited to only the contract
value of the estimated energy that Idaho Power was Ulable to acc~pt. Idaho Power wil have no
responsibility to pay for any other 'Costs, lost revenue or consequential daages the Facility may
incur.
12.3 Seller Declared Suspension of Energy Deliveres
12.3.1 Ifthe Sellet's Facility experiences a forced outage due to equipment failure which is not caused
by an event of Force Majel1e or by neglect, disrepair or lack of adequate preventative
maintenance of the Seller's Facilty, Seller may, after giving notice as provided in pargraph
12.3.2 below, temporarly suspend all deliveres of Net Energy to Idaho Power from the Facility
or from individual genertion unit(s) withi the Faciliy impacted by the forced outage for a
perod of not less than 48 hours to correct the forced outage condition ("Declared Suspension of
Energy Deliveries"). The Seller's Declared Suspsion of Energy Deliveres will begin at the
star of the next full hour following the Seller's telephone notification as specified in paragrph
12.3.2 and wil continue for the time as specified (Ilt less than 48 hours) in the wrtten
notification provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occured, the Net Energy Amount will be adjusted as specfied ìn paragraph 6.2.4
12.3.2 If the Seller desires to inìtiate a Declared Suspension of Energy Deliveries as provided in
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paragraph 12.3.1, the Seller wil notifY the Designated Dispatch Fací1ty by telephone. The
beging hour of the Declard Suspension of Energy Deliveres wil be at the earliest the next
full hour after making telephone contact with Idao Power. The Seller wil, within 24 hours
after the telephone contact, provide Idaho Power a written notice in accordance with XXIV that
wil c.ontain the beginnng hour and duration of the Declared Suspension of Energy Deliveres
and a description of the conditions that caused the Seller to initiate a Declared Suspension of
Energy Deliveries. Idaho Power wil review the documentation provided by the Seller to
determine Idao Power's acceptace of the described forced outage as qualifyng for a Declard
Suspension of Energy Deliveries as specified in paragrph 12.3.i. Idaho Power's acceptance of
the Seller's forced outage as an acceptable forced outage wil be base upon the clear
documentation provided by the Seller that the forced outage is not due do 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 31st of each calendar year, Seller shall submit a written
proposed maintenance schedule of signficant Facility maintenance for that calenda year and Idaho
Power and Seller shall mutually agree as to the acceptabí1ty of the proposed schedule. The Paries
deterination as to the acceptability of the Seller's timetable for scheduled mantenance wil take into
consideration Prudent Electrical Prtices, Idao Power system requirements and the Seller's prefered
schedule. Neither Pary shall uneasonably withold acceptance of the proposed maintenance schedule.
12.5 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, cordinate their
respective line and Facility maintenance schedules such that they occu simultaeously.
12.6 Contact Prior to Curailment - Idaho Power wil make a reasonable attempt to contact the Seller prior to
exercising its rights to interrpt interconnection or curail 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
interrption, curailment, or reduction of electrcal energy deliveries to Idaho Power.
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ARTICLE Xll: INEMNICATION AN INSURNCE
13.1 Indemnification - Each Pary shall agr to hold harmless and to indeify the other Pary, its offcers,
agents, affliates, subsidiares, parent company and employees against all loss, daage, expense and
liabilty to third persons for injur to or death of persn or injur to propery, proximately caused by the
indemnifing Pary's (a) constrction, ownerhip, opeation or maintenance of, or by failure of, any of
such Pary's works or facilties used in connection wìth this Agreement or (b) negligent or intentional
acts, errrs or omissions. The indemnfyg Par shall, on the other party's request, defend any suit
assering a claim covered by ths indemnty. The Ìlidemifyg Part shall pay all documented costs,
including reasonable attorney fees that may be inciid by the other Pary in enforcing this indemnity.
13.2 Insurce - Durng the tenn of ths Agrement, Seller shal secure and contiuously carr the following
insurance covege:
13.2.1 Comprehensive General Lìabilty Insurance for both bodily injur and property daage wìth
limits equal to $1,000,000, each occuence. combined single limit. The deductible for such
insurance shall be consistent with curent Insurce Industr Utility practices for simlar
property.
13.2.2 The above insurance coverage shall be placed with an insurance company with an AM. Best
Company raing 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 nöt be caceled or the limits of liabiity
reduced without sixty (60) days' prior written notice to Idaho POWer.
13.3 Seller to Provide Certifcate of Insurance - As required in paragrph 4.1.6 herein and anually
thereafer, Seller shall fuish Idaho Power a certificate of insurance, together with the endorsements.
required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by pargraph
13.2 shall lapse for any reason, Seller wil inuedately notify Idaho Power in wrting. The notice wì1
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advise Idao Power of the specific reason for the lapse and the steps Seller is tang to reínstate the
coverage. Failure to provide ths notice and to expeditiously reítate or replace the coverage wíll
constitute a Materal Breach of this Agreement.
ARTICLE XIV: FORCE MAJEUR
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause beond
the control of the Seller or of Idaho Power which, despite the exercise of due diligence, such Part is
unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of God, fire, flood,
storms, war, hostilties, civil strfe, strkes and other labor disturbaces, earhquakes, fires, lighng,
epidemics, sabotage, or changesín law or regulation ocurrng after the Effective Date, which, by the
exercise of reasonable foresight such pary could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. If either Pary is rendered whony or ín par
unable to perform its obligations under this Agreement because of an event of Force Majeure, both
Paries shall be excused nom whatever perfomiance is affected by the event of Force Majeure, provided
that:
(1) The non-performing Pary shan, as soon as is reasonably possible after the occurnce
of the Force Majeure, give the other Pary wrtten notice describing the paricular of
the occurnce.
(2) The suspension of perfonnance shall be of no greater scope and of no longer duration
th is requied by the event of Force Majeue.
(3) No obligations of either Pary which arose before the oc.cuence causing the suspesion
of pcrfonnance and which could and should have bcen fuly perfomied bcfore such
occurrence shall be excused as a result of such occurence.
ARTICLE XV: LIAILITY; DEDICATION
i 5. i Limitation of Liabilty, Nothing in this Agreement shal be construed to create any duty to, any
standard of car with reference to, or any liability to any persn not a Party to this Agreement. Neither
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pary shall be liable to the other fot any indirct, speia, consequential, nor puntive damages, excet as
expressly authorized by ths Agreement. Consequential damages wil include, but not be limited to, the
value of any environmental attributes.
15.2 Dedication. No undertakg by one Pary to the other under any provision of this Agrement shall
constitute the dedication of tht Pary's system or any porton thereof to the Pary or the public or affect
the status of Idaho Power as an independent public utilty corpration or Seller as an independent
individual or entity.
ARTIÇLXVI: SEVERAL OBLIGATIONS
16.1 Except where specifcally stated in this Agreement to be otherwise, the duties, obligations and liabilties
of the Pares are intended to be several and not joint or collective. Nothing contaied in this Agreement
shall ever be constred to create an association, trust, parnerhip or joint ventue or impose a trst or
parership duty, obligation or liabilty on or with regard to either Party. Each Pary shall be
individualy and severally liable for its own obligations under this Agreement.
ARTICLE XVlI: WANER
17.1 Any waiver at any time by either Pary of its rights wìth respect to a default under this Agrement or
with respect to any other matters arsing in connection with this Agreement shall not be deemed a
waiver with respect to any subs.equent default or other matter.
ARTICLE XVII: CHOICE OF LAWS AN VENU
18.1 This Agreement shall be construed and interpreted ìn 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 wil lie in the Distrct Cour of the
Fourth Judicial District ofIdao in and for the County of Ada.
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ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arising under ths Agreement, including, but not limited to, the
interpretation of the ters and conditions of this Agreement, wil be submitted to the Commission for
resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Pary fails to perform any of the terms or conditions of this Agreement
(an "event of default..), the non defaulting Pary shall cause notice in wrting to be given to
the defaulting Pary, specifyg the maer in which such default occured. If the defaulting
Par shall fail to cure such default with the sixty (60) days afer serice of such rttice, or
if the defaulting Par reasonably demonstrates to the other Pary that the default can be
cured within a commercially reasonable tiIe but not within such six (60) day peod and
then fails to dilgently pursue such cure, then, the non defaulting Pary may, at its option,
terminte 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 occurrnce of the breach.
19.3 Securty for Performance - Prior to the Operation Date and thereafter for the full ter of this
Agreement, Seller wil provide Idaho Power with the followìg:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller fails to
comply, such failure wil be a Material Breach and may only be curd by Seller supplyig
evidence that the require insurance coverage has been replaced or renstated;
19.3.2 Engineer's Certfications - Every the (3) years after the Operation Date, Seller will supply
Idaho Power with a Certification of Ongoing Operations and Maintenance (O&M) from a
Registered Professiona Engieer licensed in the State of Idao, which Cerification of
Ongoing 0 & M shall be in the form specified in Appendix C. Seller's failure to supply the
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required certificate wil be an event of default. Such a default may only be curd by Seller
providing the required cerificate; and
19.3.3 Licenses and Perts - Dung the ful ter of this Agrement, Seller shall maintain
compliance with all pennits and licenses described in paragraph 4.1.1 of ths Agreement. In
addition, Seller wil supply Idao Power with copies of any new or additional permits or
licens.es. At least every fift Contrat Year, Seller wil update the documentation described
in Paragraph 4.1.1. If at any tie Seller fails to maintain compliance with the permts and
licenses described in paragrph 4.1.1 or to provide the documentation required by this
paragrph, such failure wil be an event of default and may only be cured by Seller
submitting to Idaho Power evidence of compliance from the permittig agency.
ARTICLE XX: GOVERNENTAL AUTORIATION
20.1 This Agreement is subject to the jursdiction of those governental agencies having contrl over either
Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21. Ths Agrement shall become finally effective upon the Commssion's approval of all tenns 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 ratemaing purposes.
ARTICLE XXII; SUCCESSORS AN ASSIGNS
22.1 This Agreement and all ofthe tenns and provisions hereof shall be bindig upon and inure to the benefit
of the respe.ctive successors and assigns ofthe Paries hereto, except that no assignment herofby either
Pary shal become effective without the written consent of both Partes being first obtained. Such
consent shall not be unasonably witheld. Notwithstading the foregoing, any pary which Idaho
Power may consolidate, Qr into which it may merge, or to which it may conveyor trsfer substantially
all of its electrc utilty assets, shall automatically, without further act, and without nee of consent or
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approval by the Seller, succeed to all of Idaho Power's rights, obligations and interests under this
Agrement. This arícle shall not prevent a financing entity with recorded or secured rights from
exercising alI rights and remedies available to it under law or contract. Idao Power shall have the right
to be notifed by the financing entity tht it is exercisig such rights or remedies.
ARTICLE XXIII: MODIFICATION
23. i No modifcation to this Agrement shal be valid uness it is in wrting and signed by both Paries and
subsequently apprved by the Commssion.
ARTICLE XXN: TAXES
24.1 Each Par shall pay before delinquency all taxes and other governental chages which, if failed to be
paid when due, could result in a lien upon the Facilty or the Interconnectìon Facilties.
ARTICLE XXV: NOTICES
25.1 All wrtten 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. Maìl, first-class,
postage prepaid, as follows:
To Seller:
Origial document to:
Telephone:
Cell:
FAX:
E-mail:
Copy of document to:
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Telephone:
Email:
To Idaho Power:
Original document to:
Senor Vice Prsident, Power Supply
Idaho Power Company
POBox70
Boise, Idaho 83707
Email: Lgrwújidahopower.com
CoPY of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBox70
Boise, Idaho 83707
E-mail: rallphiawdaoPÖwer.coin
Either Pary may change the contact person and/or addrss informtion listed above, by providig written notice
from an authorized person reresentig the Party.
ARTICLE XX: ADDITlONAL TERM AN CONDmONS
26.1 This Agreement includes the following appendices, which are attached hero and included by
reference:
Appendix A
AppendiB
AppendixCAppendiD
Generation Scheduling and Reorting
Facilty and Point of Delivery
Engineers Cerifications
Fonns of LiqUid Securty
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceability of any ter or provision of this Agreement shall not affect the
valdity or enforceability of any other terms or provisions and this Agreement shal be constred in all
other respets as if the invaid or unenforceable term or provision were omitted.
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ARTICLE xxviIT: COUNERPARTS
28.1 Ths Agreement may be executed in two or more counterpars, each of which shall be deemed an
origi but all of which together shall constitute one and the same instrent.
ARTICLE XX: ENTIR AGREEMNT
29.1 Ths Agreement constitutes the entire Agreement of the Pares concering the subjec matter hereof an
supersedes all prior or contemporaneous oral or wrtt agrements between the Pares concerg the
subject matter hereòf.
IN WITNSS WHEREOF, The Partes here have caused ths Agreement to be ex.ecuted in
their respective naes on the daes set fort below:
Ida.ho Power Company
By By
Lisa A Grow
Sr. Vice President, Power Supply
Dated Dated
"Idaho Power""Seller"
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APPENDIX A
A ~l MONT Y POWER PRODUCTON AN SWICHING REPORT
At the end of each month the folkiwing require docentation wil be submitted to:
Idao Power Company
Attn: Cogeneration and Small Power Production
POBox70
Boise, Idao 83707
The meter readings requied on ths report wil be the readings on the Idaho Power Meter Equipment measurg
the Facility's total energy production and Station Usage delivered to Idaho Power and the n:imum generated
energy (leW) as record on the Metenng Equipment and/or any other required energy measurements to
adequately administer this Agrement. Ths document shall be the document to enable Idaho Power to begin the
energy payment calculation and payment process. The meter readigs on this report shall not be used to
calculate the actual payment, but instea wil be a check of the automated meter reading information that wil be
gatherd as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHY POWER PRODUCTION AND SWITCHIG REPORT
Project Name
Month Year
Project Number:
Addreøs Phone Number:
City
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Diference:
Times Meter Constant:
kWh for the Month:
Metered Deman:
Breaker Opening Record
Date Time Meter
*Breaker Openiig Reason Codes
Lack of Adeuate Prime Mover
Forced Outage of Facilty
Disturbance of IPCo System
Scheduled MlUtenance
Testig of Protection Systems
Caus Unknown
Other (Explain)
1
2
3
4
5
6
7
State
Facilty
Output
Zip
Station
Usage
*
MetereStation
Usage Maxm Genration
kW
Net Generation
=
Breaker Closing Record
Reason TimeDate Meter
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 requied by the Firm Energy Sales
Agreement to which I am a Part.
Signature Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power wil use the provided Metering and Telemetry equipment and processes to collect the
meter reading information from the Idao Power provided Meterg Eqipment that measures the Net Energy
and energy delivered to supply Station Use for the Facilty recorded at 12:00 AM (Midnight) of the las day of
the month..
The iner information collected wil include but not be limited to energy production, Station Use, the maximum
generated power (kW) and any oter requird energy measurements to adequately administer ths Agreement.
A-3 ROUTIN REPORTING
Once. the Facility has achieved its Operation Date and has operated in a reliable and consistent maner
for a reasonable perod of time, the Paries may mutually agree to modify this Routine Reportg
requirement.
Idaho Power Contact Information
Daily Energy Proouction Reporting
Cal daly by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following information:
. Project Identification ~ Project Name and Project Nurnber
. Curent Meter Reading
. Estirnated Generation for the curent day
. Estirnated Generation for the next day
Planed and Unlanned Prject outages
CalI1-800-345-l319 and leave the following information:
. Project Identificaton - Project Name and Project Number
. Approxiate time outage occurred
. Estimated day and time of project coming back online
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Seler's Contat IifomitIøn
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24-Hour PrecQ¡tiQna Contact
Name:
Teleone Numbe:
eeIlPhoe:
Prjec Qn'"te Co inti
Nam:Telepho.~
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APPENDIXB
FACILITY AN POIN OF DELIVERY
Prject Name: Grand View Solar II
Project Number:
B-1 DESCRITION OF FACILIT
Var Capabilty (Both leading and laggig: Leadig is _ Laggig is
B-2 LOCATION OF FACILITY
Near:
Sectons:Townhip~ Rage: _ County: _
Descrption of hiterconnection Location:
Nearst Idaho Power Substation:
B-3 SCHEDULED FIRST ENERGY AN OPERTION DATE
Seller has selected as the Scheduled Firt Energy Date.
Seller ha selected as the Scheduled Operation Date.
hi makg these selections, Seller recognes that adequate testing of the Facilty and completion of al
requiements in paragraph 5.2 of this Agrement must be completed prior to the project being granted
an Operation Date.
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B-4 MAXIMUM CAPACITY AMOUNT
Thìs value wil be whih is consistent with the value provided by the Seller to Idaho Power in
accordance with Schedule 72. This value is the maximum energy (MW) that potentially COUld be
delivered by the Seller's Facilty to the Idaho Power electrical system at any moment in time.
B-5 POIN OF DELIVERY
"Point of Delivery" means, unless otherise agrd by both Paries, the point of where the Sellers
Facilty's energy is deliverd to the Idao Power electrcal system. Schedule 72 will determne the
specific Point of Delivery for this Facilty. The Point of Delivery identified by Schedule 72 wil become
an integral par of this Agreement.
B-6 LOSSES
If the Idaho Power Meterng equipment is capable of measuring the exact energy deliveres by the SeHer
to the Idao Power electrical system at the Point of Delivery, no Losses wil be calculated for this
Facility. If the Idaho Power Metering Equipment is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation wil be
established to measure the energy losses (kWh) beeen the Sellet's Facilty and the Idaho Power Point
of Delivery. 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 ali of the
electrical equipment between the Facility and the Idaho Power electrcal system, Idaho Power wil
configue a revised Losses calculation forula to be agreed to by both paries and used to calculate the
kWh losses for the remainig ter of the Agreement. If at any time during the term of this Agreement,
Idao Power determines that the loss calculation does not correctly reflect the actual kWh Losses
attrbuted to the electrcal equipment between the Facility and the Idaho Power electrical system, Idaho
Power may adjust the calculation and retroactively adjust the previous months kWh losses calculations.
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B-7 METERIG AN TELEMETRY
Schedule 72 wil detenne the specific meterg and telemetry requirements for this Facilty. At the
minimum the Meterg Equipment an Telemetry equipment must be able to provide and record hourly
energy deliveries to the Point of Deliver and any other energy measurements requir to administer
this Agreement. These specifications wil include but not be limited to equipment specifications,
equipment location, Idaho Power provided equipment, Seller provided equipment, and all costs
associated with the equipment, design and installation of the Idaho Power provided equipment. Seller
wíll arrange for and make available at Seller's cost coniunication circuit(s) compatible with Idaho
Power's coniunicatìons equipnientand dedicated to Idaho Power's use terminating at the Idaho Power
facilities capable of providing Idaho Power with continuous instantaneous information on the Facilities
energy production. Idaho Power provided equipment wil be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrtive cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs wil be in accordance with Schedule
72 and the total rtietering cost wil be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power canot accept or pay for generation from this Facility unti a Network Resourc
Designation ("NR") application has been accepted by Idaho Power's delivery business unit. Federal
Energy Regulatory Commission ("FERC") rules require Idao Power to preare and submit the NR.
BeCause much of the information Idaho Power needs to prepare the NRD is specific to the Seller's
Facilty, Idaho Power's ability to fie the NR in a timely tner is contingent upon timely receipt of
the requied information from the Seller. Pnor to Idaho Power beginng the process to enable Idaho
Power to submit a request for NR status for this Facilty, the Seller shall have completed all
requirements as speified in Paragrph 5.7 of ths Agreement. Seller's failure to provide complete
and accurate information in a timely manner can significantly impact Idaho Power's abilty and
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cost to attain the NR designation for the Seller's Fadlty and the Seller shall bear the cots of
any of these delays that are a result of any action or il1ction by the Seller.
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APPENDIXC
ENGINER'S. CERTIFCATION
OF
OPERATIONS & MAENANCE POLICY
The undersigned , on behalf of himself Iherself
and , hereinafter collecively refered to as "Engineer, II hereby states and certifies to the Seller as
follows:
1. That Engineer is a Licensed Professional Engineer in good standig in the State ofIdao.
2. That Engieer has reviewed the Ener Sales Agreement, hereiafer "Agrment," 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 (IPCo) Facility No.and is hereinfter
referred to as the "Project."
4.That the Project, which is coUtonlyknown as the Prj~ is located in
Section _ Township Range . Boise Merdian,County, Idao.
5. That Engineer recognzes tht the Agreement provides for the Proj ect to fuish electrcal energy to
Idaho Power for a year perod.
6. That Engineer has substantial experience in the design, constrction and operation of electc power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Enginee of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and Maintenace
("O&M") for ths Project and it is his professiona opinion that, provided said Project has been designed and
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built to appropriate standads, adherce to said O&M Policy will ret in the Prjectls proucing at or nea the
design electrcal output, effoiency iud plant factor for a year period.
9. That Engineer recognzes tht Idao Power, in accordace with pargraph 5.2 of the A.greement, is
relyig on Engieers teprestatiQt and opinons contaed in ths Statemet.
10. That Engineer cerifies that the above statements are comlete, tre and accute to the best ofhisler
knwledge an therfore sets his!her had and se below.
By
(p.E.Stap)
Date
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APPENPIXC
ENGINER'S CERTIFICA nON
OF
ONGOING OPERATIONS AN MANANCE
The underigned . on behalf ofhimselflerself and
hereinafter collectively refered to as "Engineer," hereby states and cerifies to
the Seller as follows:
1. Tht Engíneer is a Licensed Professiona Engineer in good stamng in the State of Idao.
2. That Engieer ha reviewed the Energy Sales Agrement, hereínafter "Agreement," between Idaho
Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production projec which is the subject of the Agreement and ths
Statement is identified as Idaho Power Company (IPCo) Facility No.hereínafter referr
to as the "Prject".
4.That the Project, which is commonly known as the Prject, is located in
Section _ TOWlihip Rane . Boise Merdian,County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Prject to fushelectrcal energy to
Idaho Power for a year period.
6. That Engieer ha substantial experience ín the design, constrction and opertion of electric power
plants of the same type as ths Project.
7. That Enginee has no economic relationship to the Design Engineer of ths Project.
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8. That Engineer ha mae a physical inspection of said Project, its operations and maintenance records
since the last previous certfied inpection. It is Engieer's professional opinion, based on the Project's
appeaance, that its ongoing O&M has been substantially in accordance with said O&M Policy; that it is in
reasonably good operating condion; and that if adhernce to said O&M Policy contiues, the Project wil
continue prodcing at or near its design electrical output, effciency and plant factor for the remaining
year of the Agreement.
9. That Engieerregnizes tht Idaho Power, in accordace with paragraph 5.2 of the Agreement, is
relyìng on Enneer's representations and opinions contaed in this Statement.
10. That Engieer certfies tht the above statements ar complete, tre and accurate to the best of his/her
knowledge and therefore sets hislher had and seal below.
By
(P .R Stamp)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTON ADEQUACY
The underigned , on behalf of hielfierself an
herinaft collectively referred to as "Engineer", hereby states and ceifies to
Idao Power as follows:
1. That Engineer is a Licensed Professional Engieer in good stading in the State of IdahO.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter" Ageement", between Idaho
Power as Buyer, and as Seller, dated "
3. That the cogeneration or stnl power production project, which is the subject ofthe Agreement and this
Statement, is identified as Idaho Power Company (ICo) Facì1ty No and is hereinafter
referred to as the "Project".
4.That the Project, which is coimonly known as the Projec, is located in
Seçtion _ Townhip lage . Bois Merdin.County, Idaho.
5. 'Tt Engineer recognzes that the Agreeent provides för the Project to fush electrcal energy to
Idaho Power for a year period.
6. That Engineer has substantial experience in the design, constrction and operation of electric power
plants of the same tye as this Project.
7. That Enginee has no economic relationshp to the Design Engineer ofthIs Project and has made the
analysis of the plans and specifications independently.
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8. Tht Engîeer has reviewed the engineerng design and constrction of the Project, including the civil
work, electrical work, generating equipment, prie mover conveyance system, Seller fuhed InterCònnection
Facî1ities and other Project facilties and equipment.
9. That the Prject ha been constrcted in accordace with said plans and specifications, all applicable
codes and consistent with Prudent Electcal Practices as that ter is described in the Agreement.
10. That the design and constrction of the Project is such that with reasonable and prdent operation and
maintenance practices by Seller, the Project is capable of peronning in accordnce with the ters of the
Agreement and with Prdent Electrcal Practice for a year perod.
11. That Engineer recognes that Idaho Power, in accordace with paagrph 5.2 of the Agreement, in
interconnecting the Project with its system, is relying on Engineer's representations ãnd opinions contaned in
this Statement.
12. That Enginee cerifies that the above statements ar complete, true and accurte to the best ofhisler
knowledge and therefore sets his/her hand and seal below.
By
(P.E. Stap)
Date
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APPENDIXD
FORMS OF LIQUID SECURY
Th Seller shall provide Idaho Power with conierciaUy reasonable securty instruments such as Cash
Escrow Security, Guarantee or Leter of Credit as those tens are de:fined below or other forms of liquid
financial securty that would provide readily available cash to Idao Power to satisfy the Delay Security
requirement and any other security requirent within this Agreement.
For the purose of ths Appendix D, the ter "Credit Requirements" shall mean acceptable financial
creditworthiess of the entity providing the security instrment in relation to the term of the obligation
in the reasonable judgment of Idao Power, provided that any guarantee and/or leter 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 Serces, Inc. shl be deemed to have acceptable financial
creditworthiess.
1. Cash Escrow Securty - Seller shall deposit fuds in an escrow account establíshed by the Seller in
a bankng institution acceptable to both Paries equal to the Delay Securty or any other required
securtyamount(s). The Seller shall be responsible for all costs, and receive any interest eared
associated with establishing and maintainig the escrow account(s).
2. Guarantee or Letter of Credit Securty - Seller shall post and maintain :i an amount equal to the
Delay Security or any other requÌIed security amounts: a) a guraty from a pary that satisfies the
Credit Requirements, in a form acceptable to Idaho Power at its discretion, or b) an irrevocable
Letter of Credit in a form acceptable to Idao Power, in favor ofIdao Power. The Letter of Credit
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.m _~._, ~ itiituo1l8ccble*, li pares.1. IIlI be rensibleít
Page 170 of 175
d...~.d. esblishing and nintningthe Guantees) .~oftD
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.chin, Randy
From:
Sent:
To:
Cc:
Subject:
Attachment:
Bearry, Christa
Friday, Dember 16,2011 4:45 PM
'Peter Richardson'
'r'obertpauIOS~gmaiLoom'; Walker, Donovan; Allphin, Randy; Willams, Jason
Grand View PV Solar Two, Three, and Four - Response Letter
Grand View - Response Letter to Richardson -12-16-11 (00074265).PDF
Mr. Richardson:
Attached is Donovan Walker's letter to you of todaýs date regarding Grand View PV Solar, Two, Three, and Four'.
If you are unable to open the attachment, let me know.
Christa
Chrsta Bea
Lega Admiiistrative Assistat
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
E-mail: cbeldahopower..com
1
Page 172 of 175
~IDA"'PO.
An IDACORP companv
DONOVAN E. WALKER
Lead Colinl.1
dwalkertldahopower.com
December 16, 2011
VIA ELECTRONIC MAIL & U.S. MAIL
Peter J. Richardson
RICHARDSON & O'LEARY, PLLC
515 North 27th Street
P.O. Box 7218
Boise, Idaho 83707
Re: Grand View PV Solar Two, Three, and Four
Peter:
I write in response to your letters dated December 3 and December 13, 2011.
Idaho Power Company ("Idaho Power") strongly disagrees with your allegations that a
contract for Grand View PV Solar Two ("Grand View 2") "had been fully negotiated."
This is clearly not the case, and your reference to having a legally binding agreement,
and threat to sue Idaho Power for "anticipatory breach of the same" is without merit
Idaho Power sent Grand View 2 a draft contract, including an initial pricing run
based upon the Integrated Resource Plan ("IRP") pricing methodology, on March 10,
2011. The mere fact that an initial draft power purchase agreement is exchanged in no
way evidences that there is a fully negotiated, binding agreement In July we had
correspohdence that directly stated, "there is currently no agreement on the terms of the
contract." On September 6, 2011, you were notified that there were significant errors in
the generation profile data that Grand View 2 had supplied to Idaho Power - which
forms th.e basis for the AURORA model runs, and the basis for the pricing results from
the IRP avoided cost methodology. You had also requested pricing and draf contract
for Grand View Three and Grand View Four as well - and wished to use the same
generation profle data. Once the project supplied corrected data that was not showing
solar generation during non-daylight hours, the methodology was run and you were
given the results.
Your demand to have pricing in a negotiated, IRP-based avoided cost
methodology contract that is identical to Interconnect Solar, which is an ehtirely different
contract and project, does not make sense. The Idaho Public Utilities Commission
("Commission") approved, IRP-based avoided cost methodology is part of a negotiated
rate, and negotiated contract process that the Commission has determined is applied to
all QualìfyingFacilties ("OF") projects over 10 average megawatts ("aMW") and to all
1221 W. Idaho 5t. (83702)
P.O. 80x 70
Boise, ID 83707
Page 173 of 175
Peter J. Richardn
December 16,2011
Page2of2
solar and wind QFs over 100 kilowats (UkW"). It does not result in astatic, published
rate - or standard rate - similar to that which is available to QF projec under 10 aMW,
or wind and solar OFs under 100 kW. The Commission established long a.go that the
resulting pnce frm running the IRP-based avoided cost methodology is the starting
point for these negotiations, the goal of which is to arrive at the most accurate
estmation of Idaho Powts avoided cost pursuant to Public Utilty Regulatory Policies
Act of 1978 CUPURPAU) and it implementing reulatins.
You now demand to know what Idaho Powets UintentionsU are. Idaho Powets
intentions are to, as it has done, follow the Commission's orders and directives in
implementing the requirements of PURPA in the state of Idaho.
Additinally, your attempt to establish in YOur letters that Idaho Power has been
unresponsive and discourteous in this matter is patently false given the fact that Idaho
Power met with you and/or Grand View personally on tw occasions, December 7 and
December 9, 2011, between the dates of your tw letters. If you truly had such
concems about Idaho Powets unresponsiveness and you relly were anxiously
awaiting a response, I would think that you would have said something then - given, at
the least, those tw opportunits. Your attempt now to paint Idaho Power in an
unresponsive and discurteous light in your letters - in a self-serving attempt to bolster
your own legal theories and argument is disingenuous.
In any event, Mr. Allphin has forwarded to you the most recent draft agreement
and IRP-based pricing runs for Grand View Solar Two, Thre, and Four. As indicated in
this letter and in Mr. Allphin'S communications, these draft agreements and pncing runs
are for our continued discussion and negotiations, and consistent with the
Commission's directve, the pricing runs serve as an initial starting point at negotiating
wht is the most currnt and accurate estimation of Idaho Powets avoided cost rate for
this partcular OF transaction.
Please contact me and Mr. Allphin should you wish to continue our negotiation of
the agrements for these projects, as there remain several unset.ed issues, including
price.
Donovan E. Walker
DEW:csb
cc: Randy Allphin (via e-mail)
Jason Willams (via e-mail)
Robert Paul (via e-mail -robertapauioarmgmil.com)
Page 174 of 175
Allphin, Randy
From:
Sent:
To:
Cc:
Subject:
Attachments:
Peter Riohardson (peter~richal'dsonandoleary.col
Tuesday, January 03, 2012 3:25 PM
Walker, Donovan; Nordstrom, "usa; Kris Sasser
Allphin, Randy
RE: IPC-E-12-01 GV 3 & 4 Complaint and Exhibit
ima.ge2012-D1-03-152459.pdf
Sorry about that. O;;rn duplexing.
Peter Richardson
Richardson & O'Lear, PLLC
515 N. 27th Street
Boise. Idaho 83702
[phone] offce
[phone] cell
peter(fchardsonandolear.com
From: Walker, Donovan (miI;PWalrOldapoJ
sent: Tuesday, January 03,20123:23 PM
To: Peter Richardson; Nordstrom, Lisa; Kris Sasser
Cc: Allphin, Randy
Subject: RE: IPC-E-12-01 GV 3 & 4 Complaint and Exhibit
The att;;ched .pdf of the Compl;;int only cont;;ins the odd numbered pages, and no even numbered p;;ges.
From: Peter Richardson rmallt:perlicrgnadory.coJ
sent: Tuesday, January 03, 2012 3:03 PM
To: Walker, Donovan; Nordstrom, Lisa; Kris Sasser
Cc: Allphin, Randy
Subject: FW: IPC-E-12-01 GV 3 & 4 Complaint and Exhibit
Good afternoon Donovan and üsa and Kris and Randy:
Attached please find the Formal Complaint filed against Idaho Power today at the Idaho PUC on behalf of Grand View PV
Solar Three and Grand View PV Solar Four. Hard copies were hand delivered this afternoon. Please give me a c;;ll if you
have any questions or have trouble opening the files.
-Pete
Peter Richardson
Ric hardson & O'Lear, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peer§rcharnadolea.coni
From: SCanner
Sent: Tuesday, January 03, 2012 2:54 PM
i
Page 175 of 175
Allphin, Randy
From:
Sent:
To:
Cc:
Subject:
Peter Richardson (peter~richardsonandoieary.coml
Tuesday, January 03, 2012 3:46 PM
Walker, Donovan; Nordstrom, Usa; Kris Sasser
Allphin, Randy
RE: IPC-E-12-01 GV 3 & 4 Complaint and Exhibit
Also there are three hard copies at your reception desk. Two in an envelope for Donovan and Randy and one in an
envelope for Lisa. The filing center has 7 complete copies and the originaL.
Peter Richardson
Richardson & O'Lear, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
[phone] cell
peterchardsonandolear.com
From: Walker, Donovan (malJOWalkOlda.cJ
sent: Tuesday, January 03,20123:23 PM
To: Peter Richardson; Nordstrom, Lisa; Kris Sassr
Ct: Allphin, Randy
Subjec: RE: IPC-E-12-01 GV 3 &.4 Complaint and Exhibit
The attached .pdf of the Complaint only contains the odd numbered pages, and no even numbered pages.
From: Peter Richardson (mail:~rdnal"dory.cJ
Sent: Tuesday, January 03, 201: 3:0.3 PM
To: Walker, Donovan; Nordstrom, lisa; Kris Sasser
Cc: Allphin, Randy
SUbject: FW: IPC-E-12~Ol GV 3 &. 4 Complaint and Exhibit
Good afternoon Donovan and lisa and Kris and Randy:
Attached please find the formal Complaint filed against Idaho Power today at the Idaho PUC on behalf of Grand View PV
Solar Three and Grand View PV Solar Four. Hard copies were hand delivered this afternoon. Please give me a call if you
have any questions or have trouble opening the files.
-Pete
Peter Richarson
Ric harson & O'Leay, PLLC
515 N. 27th Street
Boise, Idaho 83702
[phone] office
(208) 867~2021 cell
peter~chardsonandolear.com
From: Scanner
Sent: Tuesday, January 03, 2012 2:54 PM
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