20200714Attachment 10 - ICIRP Contract Template.pdf

ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
__________________________

TABLE OF CONTENTS
Article TITLE
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
10 Metering, Metering Communications and SCADA Telemetry
11 Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Governmental Authorization
21 Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices and Authorized Agents
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures

Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
Appendix C - Engineer’s Certifications
Appendix D - Forms of Liquid Security

1

Appendix E - Solar Facility Energy Prices
Appendix F - Insurance Requirements
Appendix G - Solar Energy Production Forecasting
Appendix H - Estimated Hourly Energy Production

2

ENERGY SALES AGREEMENT
(Solar PV or Project with a Nameplate rating greater than 100 kW)

Project Name: _________________

Project Number: _______________

This Energy Sales Agreement (“AGREEMENT”), entered into on this _____ day of
_____________ 2020 between ________________, an _______________________(Seller), and IDAHO
POWER COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively
as “Parties” or individually as “Party.”
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation facility;
and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric energy
produced by a PURPA Qualifying Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 “Adjusted Estimated Net Energy Amount” – the Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs 6.2.2
or 6.2.3 and any applicable Solar Panel Degradation adjustments.
1.2 “Authorized Agent” – a person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively “Documents”) and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and

3

agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to Idaho Power Company
a notice in writing stating that such person is and shall no longer be an agent on behalf of the Seller.
Any Documents executed by such persons shall be deemed duly authorized by the Seller for all
purposes.
1.3 “Base Energy” – Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.45.
1.4 “Commission” – The Idaho Public Utilities Commission.
1.5 “Contract Year” – The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 “Delay Cure Period” – 120 days immediately following the Scheduled Operation Date.
1.7 “Delay Damages” – ((Current month’s Estimated Net Energy Amount as specified in paragraph
6.2 divided by the number of days in the current month) multiplied by the number of days in the
Delay Period in the current month) multiplied by the current month’s Delay Price.)
1.8 “Delay Period” – All days past the Scheduled Operation Date until the Seller’s Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.9 “Delay Price” – The current month’s Mid-Columbia Market Energy Cost minus the current month’s
Base Energy Light Load Purchase Price as specified in Appendix E of this Agreement. If this
calculation results in a value less than 0, the result of this calculation will be 0.
1.10 “Designated Dispatch Facility” – Idaho Power’s Load Serving Operations, or any subsequent group
designated by Idaho Power.
1.11 “Effective Date” – The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both Parties.
1.12 “Environmental Attributes” – means any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. Environmental Attributes include but are not limited to: (1) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2),

4

methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other
greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental
Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of
altering the Earth’s climate by trapping heat in the atmosphere;1 (3) the reporting rights to these
avoided emissions, such as REC Reporting Rights. REC Reporting Rights are the right of a REC
purchaser to report the ownership of accumulated RECs in compliance with federal or state law, if
applicable, and to a federal or state agency or any other party at the REC purchaser’s discretion,
and include without limitation those REC Reporting Rights accruing under Section 1605(b) of The
Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill,
and international or foreign emissions trading program. RECs are accumulated on a MWh basis
and one REC represents the Environmental Attributes associated with one (1) MWh of energy.
Environmental Attributes do not include (i) any energy, capacity, reliability or other power
attributes from the Facility, (ii) production tax credits or investment tax credits associated with the
construction or operation of the Facility and other financial incentives in the form of credits,
reductions, or allowances associated with the Facility that are applicable to a state or federal income
taxation obligation, (iii) the cash grant 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 Facility for compliance with local, state, or federal operating and/or air
quality permits.
1.13 “Estimated Net Energy Amount Adjustment Percentage” – (Price Adjustment Adjusted Estimated
Net Energy Amount divided by the applicable month’s Monthly Estimated Generation) expressed
as a percentage. If this calculation results in a value greater than 100%, the result of this calculation
will be 100%.
1.14 “Facility” – That electric generation facility described in Appendix B of this Agreement.

1 Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.

5

1.15 "First Energy Date" – The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and after the Seller requested First Energy Date.
1.16 “Forced Outage” – a partial or total reduction of a) the Facility’s capacity to produce and/or deliver
Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at the Point
of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1) equipment failure
which was not the result of negligence or lack of preventative maintenance, or 2) responding to a
transmission provider curtailment order, or 3) unplanned preventative maintenance to repair
equipment that left unrepaired, would result in failure of equipment prior to the planned
maintenance period, or 4) planned maintenance or construction of the Facility or electrical lines
required to serve this Facility.
1.17 “Generation Interconnection Agreement (GIA)” – The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system, which
will include but not be limited to all requirements as specified by Schedule 72.
1.18 “Generation Unit” – a complete solar pv electrical generation system within the Facility that is able
to generate and deliver energy to the Point of Delivery independent of other Generation Units
within the same Facility.
1.19 “Heavy Load (HL) Hours” – The daily hours from hour ending 0700 - 2200 Mountain Time, (16
hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
1.20 “Hourly Energy Estimates” – the hourly energy estimates provided by the Seller and included in
Appendix H of this Agreement. These hourly energy estimates are a material input used in the
calculation of the energy prices specified in Appendix E.
1.21 "Interconnection Facilities" – All equipment specified in the GIA.
1.22 “Light Load (LL) Hours” – The daily hours from hour ending 2300 – 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.

6

1.23 “Losses” – The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of
the transformation and transmission of energy between the point where the Facility’s energy is
metered and Facility’s Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.24 “Market Energy Reference Price” – Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.25 “Material Breach” – A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.26 “Maximum Capacity Amount” – The maximum capacity (MW) of the Facility will be as specified
in Appendix B of this Agreement.
1.27 “Mid-Columbia Market Energy Cost” – is 82.4% of the monthly arithmetic average of each
day’s Intercontinental Exchange (“ICE”) daily firm Mid-C Peak Avg and Mid-C Off-Peak
Avg index prices in the month as follows:
The actual calculation being:
n
.824 * ( ∑ {(ICE Mid-C Peak Avgx * HL hours for day) +
X=1

(ICE Mid-C Off-Peak Avgx * LL hours for day)} / (n*24))

where n = number of days in the month

If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or days
with the result that each hour in such month shall have a related price in such formula. If the day for
which prices are not reported has in it only LL Hours (for example a Sunday), the respective averages
shall use only prices reported for LL hours in the immediately preceding and following reporting
periods or days. If the day for which prices are not reported is a Saturday or Monday or is adjacent

7

on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in the nearest
(forward or backward) reporting periods or days for which HL prices are reported.
1.28 “Monthly Estimated Generation” – the monthly estimated generation as specified in Appendix H
identified as the Monthly estimated kWh adjusted for any applicable Solar Panel Degradation.
1.29 “Monthly Nameplate Energy” – Nameplate Capacity multiplied by the hours in the applicable
month.
1.30 “Nameplate Capacity” –The full-load electrical quantities assigned by the designer to a Generation
Unit and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate units. This value is established for the term of this Agreement in Appendix B,
item B-1 of this Agreement and validated in paragraph 4.1.4 of this Agreement.
1.31 “Net Energy” – All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of Delivery.
Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement.
1.32 “Operation Date” – The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.33 “Point of Delivery” – The location specified in the GIA and referenced in Appendix B, where Idaho
Power’s and the Seller’s electrical facilities are interconnected and the energy from this Facility is
delivered to the Idaho Power electrical system.
1.34 “Price Adjustment Adjusted Estimated Net Energy Amount ” – the Estimated Net Energy Amount
specified in paragraph 6.2 including any adjustments that have been made in accordance with
paragraphs 6.2.2 and any applicable Solar Panel Degradation adjustments.
1.35 “Pricing Adjustment Percentage” – Estimated Net Energy Amount Adjustment Percentage plus
2%. If this calculation results in a value greater than 100%, the result of this calculation will be

8

100% or if this calculation results in a value less than 90%, the result of this calculation will be
90%.
1.36 “Prudent Electrical Practices” – Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.37 “Renewable Energy Certificate” or “REC” means a certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating generation of renewable energy by the Facility,
and includes all Environmental Attributes arising as a result of the generation of electricity
associated with the REC. One REC represents the Environmental Attributes associated with the
generation of one thousand (1,000) kWh of Net Energy.
1.38 “Scheduled Operation Date” – The date specified in Appendix B when Seller anticipates achieving
the Operation Date. It is expected that the Scheduled Operation Date provided by the Seller shall
be a reasonable estimate of the date that the Seller anticipates that the Seller’s Facility shall achieve
the Operation Date.
1.39 “Schedule 72” – Idaho Power’s Tariff No 101, Schedule 72 or its successor schedules as approved
by the Commission.
1.40 “Security Deposit” – $45 per kW Nameplate Capacity of the entire Facility.
1.41 “Solar Energy Production Forecast” – A forecast of energy deliveries from this Facility provided
by an Idaho Power administered solar forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model and to provide solar irradiation and
weather data specified in Appendix G.
1.42 “Solar Integration Charge” – a per kWh charge as specified in Appendix E applied to all Net Energy
to be deducted from the monthly energy payments in accordance with Article VII of this
Agreement.
1.43 “Solar Panel Degradation” – shall be the degradation as specifically documented by the solar PV
panel manufacturer for the actual solar panels installed at this Facility, stated in a percentage value

9

for each Contract Year. These values will be provided and validated as specified in paragraph 4.1.6
of this Agreement.
1.44 “Station Use” – Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.45 “Surplus Energy” – Is (1) Net Energy produced by the Seller’s Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Adjusted Estimated
Net Energy Amount for the corresponding month specified in paragraph 6.2, or (2) if the Net
Energy produced by the Seller’s Facility and delivered to the Idaho Power electrical system during
the month is less than 90% of the monthly Adjusted Estimated Net Energy Amount for the
corresponding month specified in paragraph 6.2, then all Net Energy delivered by the Facility to
the Idaho Power electrical system for that given month, or (3) all Net Energy produced by the
Seller’s Facility and delivered by the Facility to the Idaho Power electrical system prior to the
Operation Date, or (4) all monthly Net Energy that exceeds the Monthly Nameplate Energy.
1.46 “Termination Damages” – Financial damages the non defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation – Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon the
advice, experience or expertise of Idaho Power in connection with the transactions contemplated
by this Agreement.
2.2 Seller Independent Experts – All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the transactions
contemplated by this Agreement have been solely those of Seller.

10

ARTICLE III: WARRANTIES
3.1 No Warranty by Idaho Power – Any review, acceptance or failure to review Seller’s design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of Seller’s
design, specifications, equipment or facilities, including, but not limited to, safety, durability,
reliability, strength, capacity, adequacy or economic feasibility.
3.2 Qualifying Facility Status – Seller warrants that the Facility, once constructed, will be a “Qualifying
Facility,” as that term is used and defined in 18 CFR 292.201 et seq. After initial qualification,
Seller will take such steps as may be required to maintain the Facility’s Qualifying Facility status
during the term of this Agreement and Seller’s failure to maintain Qualifying Facility status will be
a Material Breach of this Agreement. Idaho Power reserves the right to review the Facility’s
Qualifying Facility status and associated support and compliance documents upon reasonable
request during the term of this Agreement.
3.3 Solar Project Qualifications – Seller warrants that the Facility is a “Solar Project,” as that term is
used in Commission Order 32697. After initial qualification, Seller will take such steps as may be
required to maintain the Facility’s Solar Project status during the full term of this Agreement and
Seller’s failure to maintain Solar Project status will be a Material Breach of this Agreement. Idaho
Power reserves the right to review the Facility’s Solar Project status and associated support and
compliance documents upon reasonable request during the term of this Agreement.
3.4 Hourly Energy Estimates – Seller warrants that the Hourly Energy Estimates provided by the Seller
and contained in Appendix H are accurate estimates of the Facility’s expected hourly energy
production based on the characteristics of the solar generation equipment being installed,
configuration and orientation of the equipment installation, location specific solar radiation and any
other information available as of the Effective Date. Material deviations from these Hourly Energy
Estimates will be a Material Breach of this Agreement.

11

ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho Power’s acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits, determinations or approvals
necessary for Seller’s operations have been obtained from applicable federal, state or local
authorities, including, but not limited to, evidence of compliance with Subpart B, 18 CFR
292.201 et seq. as a certified Qualifying Facility and evidence of compliance with the
eligibility to be classified as a Solar Project as referenced in Commission Order 32697.
4.1.2 Opinion of Counsel – Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller’s licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter will
be in a form acceptable to Idaho Power and will acknowledge that the attorney rendering
the opinion understands that Idaho Power is relying on said opinion. Idaho Power’s
acceptance of the form will not be unreasonably withheld. The Opinion Letter will be
governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval – Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Nameplate Capacity – Submit to Idaho Power manufacturer’s and engineering
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility and the total of these units to determine the
Facility Nameplate Capacity rating. Upon receipt of this data, Idaho Power shall review
the provided data and determine if the Nameplate Capacity specified is reasonable based
upon the manufacturer’s specified generation ratings for the specific Generation Units. The

12

Nameplate Capacity shall be measured in Alternating Current (AC).
4.1.5 Completion certificate – Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit(s)
of the Facility has been completed to enable the Generation Unit(s) to beginning testing
and delivery of Test Energy in a safe manner.
4.1.6 Solar Panel Degradation – submit Solar Panel Degradation values (expressed as a
percentage) for each Contract Year for the full term of this Agreement and the panel
manufacturer documentation and certification that clearly identifies and validates these
exact values. Only values that are within reasonable solar industry standards and
specifically validated by the manufacturer documentation will be acceptable.
4.1.7 Insurance – Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.8 Interconnection – Provide written confirmation from Idaho Power’s business unit that
administers the GIA that Seller has satisfied all interconnection and testing requirements
that will enable the Facility to be safely connected to the Idaho Power electrical system.
4.1.9 Network Resource Designation – Confirm that the Seller’s Facility has been designated as
an Idaho Power network resource capable of delivering energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller’s Facility must
have achieved the status of being an Idaho Power Designated Network Resource
(“DNR”) prior to Idaho Power accepting any energy from this Facility. Appendix
B item B-7 provides information on the initial application process required to
enable Idaho Power to determine if network transmission capacity is available for
this Facility’s Maximum Capacity Amount and/or if Idaho Power transmission
network upgrades will be required. The results of this study process and any
associated costs will be included in the GIA for this Facility.
4.1.9.2 Only after the Facility has completed all requirements of the GIA that enable the
Facility to come online can Idaho Power begin the final process of designating this

13

resource as an Idaho Power DNR. The final process must be initiated at a
minimum 30 days prior to the First Energy Date. Therefore, Idaho Power will
begin this process 30 days prior to the Scheduled First Energy Date specified in
Appendix B of this Agreement and only after Idaho Power has received
confirmation that the GIA requirements have been completed. If the Seller
estimates that the actual First Energy is expected to be different then the Scheduled
First Energy Date specified in Appendix B of this Agreement, the Seller must
notify Idaho Power of this revised date no later than 30 days prior to Scheduled
First Energy Date. Under no circumstances will the project be able to deliver any
energy to Idaho Power until such time as Idaho Power has designated this Facility
as an Idaho Power Network Resource. The Facility will be granted status as an
Idaho Power Designated Network Resource upon successful completion of all
requirements of the GIA and compliance with the requirements of this Agreement.
4.1.10 Written Acceptance – Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller’s request and will not
be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term – Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of 20 (not to exceed
20 years) Contract Years from the Operation Date.

5.2 Operation Date – A single Operation Date will be granted for the entire Facility and may occur
only after the Facility has achieved all of the following:
a) At the minimum, 75% of the Nameplate Capacity of this Facility as identified in
Appendix B, item B-1 has achieved First Energy Date.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical

14

testing has been completed satisfactorily and the Facility is able to provide energy in a
consistent, reliable and safe manner.
c) Engineer’s Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will
be in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date. This
confirmation will not be unreasonably withheld by Idaho Power.
5.3 Operation Date Delay – Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility’s GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
5.4 Termination – If Seller fails to achieve the Operation Date prior to expiration of the Delay Cure
Period, such failure will be a Material Breach and Idaho Power may terminate this Agreement at
any time until the Seller cures the Material Breach.
5.5 Delay Damages billing and payment – Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within 15 days after the end of each month or within 30 days of
the date this Agreement is terminated by Idaho Power.
5.6 Termination Damages billing and payment – Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within 30 days after this Agreement has been
terminated.
5.7 Seller Payment – Seller shall pay Idaho Power any calculated Delay or Termination Damages
within 7 days of when Idaho Power presents these billings to the Seller. Seller’s failure to pay

15

these damages within the specified time will be a Material Breach of this Agreement and Idaho
Power shall draw funds from the Security Deposit provided by the Seller in an amount equal to the
calculated damages.
5.8 Security Deposit – Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by Idaho
Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agreement.
5.8.1 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay and Termination Damages have been paid in full to
Idaho Power.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Net Energy Purchase and Delivery – Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power
at the Point of Delivery.
6.2 Estimated Net Energy Amounts – shall be equal to Monthly estimated kWhs as specified in
Appendix H and as listed below:
Month kWh
January ______________
February ______________
March ______________
April ______________
May ______________
June ______________
July ______________
August ______________
September ______________
October ______________
November ______________
December ________________

16

Total ______________

These Estimated Net Energy Amounts will be adjusted to reflect the applicable Solar Panel
Degradation throughout the term of this Agreement.

6.2.1 Seller’s Adjustment of Estimated Net Energy Amounts - Prior to the Operation Date, the
Seller may revise all of the previously provided monthly Estimated Net Energy Amounts.
This revision must be submitted using the electronic portal provided by Idaho Power if
available. If portal is not available, then written notice must be provided to Idaho Power
by electronic notice (electronic mail) as agreed to by both parties.
6.2.2 Seller’s Adjustment of Estimated Net Energy Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
25th day of the month that is prior to the month to be revised. If the 25th day of the month
falls on a weekend or holiday, then Idaho Power must receive the revision no later than the
last business day prior to the 25th day of the month. For example, if the Seller would like
to revise the Estimated Net Energy Amount for October, they would need to submit a
revised schedule no later than September 25th or the last business day prior to September
25th.
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. If portal is not available, then written notice must be provided
to Idaho Power in accordance by electronic notice (electronic mail) as agreed to
by both parties.
b.) Failure to provide timely written notice of changes to the Estimated Net Energy
Amounts will be deemed to be an election of no change from the most recently
provided monthly Estimated Net Energy Amounts.
c.) Any Seller provided Adjustment of Estimated Net Energy Amounts will include any
Solar Panel Degradation. The Solar Panel Degradation adjustment will only be

17

applied to Estimated Net Energy Amounts that have not been adjusted by the Seller
since the inception of the current Contract Year.
6.2.3 Idaho Power Adjustment of Estimated Net Energy Amount – If Idaho Power is excused
from accepting the Seller’s Net Energy as specified in paragraph 12.2.1 or if the Seller
declares a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller’s
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Estimated Net
Energy Amount as specified in paragraph 6.2 for the specific month in which the reduction
or suspension under paragraph 12.2.1 or 12.3.1 occurs will be temporarily reduced in
accordance with the following and only for the actual month in which the event occurred:
Where:
NEA = Current Month’s Estimated Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller’s Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.

b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.

TGU = Sum of all of the individual generator ratings of the Generation
Units at this Facility as specified in Appendix B of this
agreement.

RSH
= Actual hours the Facility’s Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month

Resulting formula being:

=
( ) Adjusted
Estimated
Net Energy
Amount

NEA
- ( SGU
X
NEA )
X ( RSH ) TGU TH

18

This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller’s Net Energy or the Seller declared a Suspension of Energy.
6.3 Failure to Deliver Minimum Estimated Net Energy Amounts – Unless excused by an event of Force
Majeure or Idaho Power’s inability to accept Net Energy, Seller’s failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent (10%) of the sum of the Monthly
Estimated Generation shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Base Energy Heavy Load Purchase Price – For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the monthly Base Energy Heavy Load Purchase Price as specified in
Appendix E including any applicable Price Adjustment, less the Solar Integration Charge.
7.2 Base Energy Light Load Purchase Price – For all Base Energy received during Light Load Hours,
Idaho Power will pay the monthly Base Energy Light Load Purchase Price as specified in Appendix
E including an applicable Price Adjustment less the Solar Integration Charge.
7.3 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month’s Market Energy Reference Price or the Base Energy Light Load Purchase Price including
any applicable Price Adjustment, less the Solar Integration Charge for that month, whichever is
lower.
7.4 Price Adjustment – Upon acceptance of a Seller Adjustment of Estimated Net Energy Amounts as
specified in paragraph 6.2.2, Idaho Power will calculate the Pricing Adjustment Percentage for the
applicable month(s). All pricing contained within Appendix E for the current applicable month(s)
and all future applicable months will be multiplied by the Pricing Adjustment and the resulting
revised prices will replace the prices contained within Appendix E until such time as the Seller
submits a new Seller Adjustment of Estimated Net Energy Amounts at which time a new Pricing
Adjustment Percentage will be calculated and applied in accordance with this paragraph.
For Example - a Price Adjustment applicable to January 2018 will also be applied to all

19

months of January for the remaining term of the Agreement. This revised
January pricing will then remain in effect until such time as the Seller
requests an additional Adjustment of Estimated Net Energy Amounts that
would be applicable to future months of January.
7.5 Delivering Net Energy that exceeds the Monthly Nameplate Energy to Idaho Power for 2
consecutive months and/or in any 3 months during a Contract Year will be a Material Breach of
this Agreement and Idaho Power may terminate this Agreement within sixty (60) days after the
Material Breach has occurred.
7.6 Payments – Undisputed Base Energy and Surplus Energy payments inclusive of Price Adjustments,
less Solar Integration Costs, less Solar Energy Production Forecasting Costs, and less any payments
due to Idaho Power will be disbursed to the Seller within thirty (30) days of the date which Idaho
Power receives and accepts (acting in its reasonable discretion and in a reasonably timely manner)
the documentation of the monthly Base Energy and Surplus Energy actually delivered to Idaho
Power as specified in Appendix A.
7.7 Continuing Jurisdiction of the Commission – This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with Idaho
Power Company v. Idaho Public Utilities Commission and Afton Energy, Inc., 107 Idaho 781, 693
P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 Idaho 1122,
695 P.2d 1 261 (1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idaho 925, 729 P.2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18 CFR §292.303-
308. The Parties agree that they do not intend that the foregoing sentence provides authority to the
Commission that is in addition to the existing authority that the Commission may possess, and that
Seller has not waived any of its rights pursuant to Section 210(e) of PURPA.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power will be granted ownership of 50% of all of the Environmental Attributes associated
with the Facility and Seller will likewise retain 50% ownership of all of the Environmental

20

Attributes associated with the Facility. Title to 50% of the Environmental Attributes shall pass to
Idaho Power at the same time that transfer of title of the associated Surplus Energy or Net Energy
to Idaho Power occurs. Idaho Power’s title to 50% of the Environmental Attributes shall expire at
the end of the term of this Agreement, unless the parties agree to extend in future agreements. If
after the Effective Date and during the term of this Agreement any additional Environmental
Attributes or similar environmental value is created by legislation, regulation, or any other action,
including but not limited to, carbon credits and carbon offsets, Idaho Power shall be granted
ownership of 50% of these additional Environmental Attributes or environmental values that are
associated with the Net Energy delivered by the Seller to Idaho Power. Seller shall use prudent
and commercially reasonable efforts to ensure that any operations of the Facility do not jeopardize
the current or future Environmental Attribute status of this solar generation Facility.
8.2 The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually cooperate
to enable Idaho Power’s Environmental Attributes from this Facility to be placed into Idaho
Power’s Western Renewable Energy Generation Information System (“WREGIS”)
account or any other Environment Attribute accounting and tracking system selected by
the Idaho Power. The Seller at the Seller’s sole expense will be responsible to establish
and maintain the Seller’s WREGIS or other Environmental Attribute account and/or system
that enables the creation of the Environmental Attribute certificates associated with this
Facility and the transfer of 50% of the Environmental Attributes to Idaho Power for the
Term of this Agreement. If the Environmental Attribute accounting and tracking system
initially selected by Idaho Power is materially altered or discontinued during the Term of
this Agreement, the Parties shall cooperate to identify an appropriate alternative
Environmental Attribute accounting and tracking process and enable the Environmental
Attributes be processed through this alternative method.

21

8.2.2 Each Party shall only report under Section 1605(b) of the Energy Policy Act of 1992 or
under any applicable program the 50% of the Environmental Attributes that such party
owns and shall refrain from reporting the Environmental Attributes owned by the other
Party.
8.2.3 If Idaho Power requests additional Environmental Attribute certifications beyond what is
provided by the WREGIS process the Seller shall use its best efforts to obtain any
Environmental Attribute certifications required by Idaho Power for those Environmental
Attributes delivered to Idaho Power from the Seller. If the Seller incurs cost, as a result of
Idaho Power’s request, and if the additional certification provides benefits to both parties,
the parties shall share the costs in proportion to the additional benefits obtained. If Idaho
Power elects to obtain its own certifications, then Seller shall fully cooperate with Idaho
Power in obtaining such certification.
ARTICLE IX: FACILITY AND INTERCONNECTION
9.1 Design of Facility – Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement in
accordance with the GIA.
ARTICLE X:
METERING, METERING COMMUNICATIONS AND SCADA TELEMETRY
10.1 Metering – Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving and reporting the Facility’s hourly gross electrical
energy production, Station Use, maximum energy deliveries (kW) and any other energy
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
integrate this Facility’s energy production into the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established in

22

the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 and the GIA.
10.2 Metering Communications – Seller shall, at the Seller’s sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry – If the Facility’s Nameplate
Capacity exceeds 3 MW, in addition to the requirements of paragraph 10.1 and 10.2, Idaho Power
may require telemetry equipment and telecommunications which will be capable of providing
Idaho Power with continuous instantaneous SCADA telemetry of the Seller's Net Energy and
Inadvertent Energy production in a form acceptable to Idaho Power. Seller shall grant Idaho Power
sole control and use of this dedicated SCADA and telecommunications equipment. Specific details
and requirements for this SCADA Telemetry and telecommunications equipment will be
established in the GIA process and documented in the GIA. Seller shall be responsible for all initial
and ongoing costs of this equipment as specified in Schedule 72 and the GIA.
ARTICLE XI - RECORDS
11.1 Maintenance of Records – Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation in (kW)
and be records in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period of not less than five years.
11.2 Inspection – Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller’s Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly

23

generation in kW.
ARTICLE XII: OPERATIONS
12 .1 Communications – Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power’s Designated Dispatch Facility in accordance with the GIA.
12 .2 Acceptance of Energy –
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy which would have
otherwise been produced by the Facility and delivered by the Seller to the Point of
Delivery:
a.) If energy deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) If interruption of energy deliveries is allowed by Section 210 of the Public
Utility Regulatory Policies Act of 1978 and 18 CFR §292.304.
c.) If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, interruption or reduction of
Net Energy deliveries is necessary because of line construction, electrical
system maintenance requirements, emergencies, electrical system
operating conditions, electrical system reliability emergencies on its
system, or as otherwise required by Prudent Electrical Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power’s transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of

24

Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller’s failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement and must be cured immediately.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility’s energy, Idaho Power’s damages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept valued at the applicable
energy prices specified in Appendix E. Idaho Power will have no responsibility to pay for
any other costs, lost revenue or consequential damages the Facility may incur.
12.3 Seller Declared Suspension of Energy Deliveries –
12.3.1 If the Seller’s Facility experiences a Forced Outage, and Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period of not less than 48 hours (“Declared Suspension of Energy
Deliveries”). The Seller’s Declared Suspension of Energy Deliveries will begin at the start
of the next full hour following the Seller’s telephone notification as specified in paragraph
12.3.2 and will continue for the time as specified (not less than 48 hours) in the written
notification provided by the Seller. In the month(s) in which the Declared Suspension of
Energy occurred, the Estimated Net Energy Amount will be adjusted as specified in
paragraph 6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notify the Designated Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within 24
hours after the telephone contact, provide Idaho Power a written notice in accordance with
Article XXV that will contain the beginning hour and duration of the Declared Suspension
of Energy Deliveries, a description of the conditions that caused the Seller to initiate a

25

Declared Suspension of Energy Deliveries, and the reduced level (kW) of energy deliveries
the Facility is requesting that will be set as the maximum energy deliveries to Idaho Power
for the duration of the Declared Suspension of Energy Delivery event (not less than 48
hours). Idaho Power will review the documentation provided by the Seller to determine
Idaho Power’s acceptance of the described Forced Outage as qualifying for a Declared
Suspension of Energy Deliveries as specified in paragraph 12.3.1. Idaho Power’s
acceptance of the Seller’s Forced Outage as an acceptable Forced Outage will be based
upon the clear documentation provided by the Seller that the Forced Outage is not due to
an event of Force Majeure or by neglect, disrepair or lack of adequate preventative
maintenance of the Seller’s Facility.
12.4 Scheduled Maintenance – On or before January 31st of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller’s timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller’s preferred schedule. Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Idaho Power Maintenance Information – Upon receiving a written request from the Seller, Idaho
Power shall provide publically available information in regards to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment – Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to interrupt interconnection or curtail 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

26

the Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to
Idaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
13.1 Indemnification – Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party’s, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party’s works or facilities used in connection with this
Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifying Party shall,
on the other Party’s request, defend any suit asserting a claim covered by this indemnity. The
indemnifying Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
13.2 Insurance – During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix F.
ARTICLE XIV: FORCE MAJEURE
14.1 As used in this Agreement, “Force Majeure” or “an event of Force Majeure” means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, which, by the exercise of reasonable foresight
such party could not reasonably have been expected to avoid and by the exercise of due diligence,
it shall be unable to overcome. Fluctuations and/or changes of the motive force and/or the fuel
supply are not events of Force Majeure. If either Party is rendered wholly or in part unable to
perform its obligations under this Agreement because of an event of Force Majeure, both Parties
shall be excused from whatever performance is affected by the event of Force Majeure, provided

27

that:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
Majeure event and which could and should have been fully performed before such
occurrence shall be excused as a result of such occurrence.
ARTICLE XV: LIABILITY; DEDICATION
15.1 Limitation of Liability – Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication – No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party’s system or any portion thereof to the Party or the public or
affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained in
this Agreement shall ever be construed to create an association, trust, partnership or joint venture
or impose a trust or partnership duty, obligation or liability on or with regard to either Party. Each
Party shall be individually and severally liable for its own obligations under this Agreement.

28

ARTICLE XVII: WAIVER
17.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho
without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes – All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the Commission
for resolution.
19.2 Notice of Default
19.2.1 Defaults – If either Party fails to perform any of the terms or conditions of this
Agreement (an “event of default”), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifying the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches – The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be

29

cured as expeditiously as possible following occurrence of the breach or if a specific
cure and/or inability to cure is identified by this Agreement for the specific Material
Breach then that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance – Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
19.3.2 Engineer’s Certifications – Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O&M shall be in the form specified in Appendix C. Seller’s
failure to supply the required certificate will be an event of default. Such a default may
only be cured by Seller providing the required certificate; and
19.3.3 Licenses / Permits / Determinations – During the full term of this Agreement, Seller
shall maintain compliance with all permits, licenses and determinations described in
paragraph 4.1.1 of this Agreement. In addition, Seller will supply Idaho Power with
copies of any new or additional permits, licenses or determinations. At least every fifth
Contract Year, Seller will update the documentation described in Paragraph 4.1.1. If at
any time Seller fails to maintain compliance with the permits, licenses and
determinations described in paragraph 4.1.1 or to provide the documentation required
by this paragraph, such failure will be an event of default and may only be cured by
Seller submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.

30

ARTICLE XXI: COMMISSION ORDER
21.1 Idaho Power shall file this Agreement for its acceptance or rejection by the Commission. This
Agreement shall only become finally effective upon the Commission’s approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto. Neither this Agreement nor
any rights or obligations of either Party hereunder may be assigned, in whole or in part, by operation
of law or otherwise, without the prior written consent of both Parties, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, any party with which Idaho Power may
consolidate, or into which it may merge, or to which it may convey or transfer substantially all of
its electric utility assets, shall automatically, without further act, and without need of consent or
approval by the Seller, succeed to all of Idaho Power’s rights, obligations and interests under this
Agreement. Any purported assignment in derogation of the foregoing shall be void. This article
shall not prevent a financing entity with recorded or secured rights from exercising all rights and
remedies available to it under law or contract. Idaho Power shall have the right to be notified by
the financing entity that it is exercising such rights or remedies.
ARTICLE XXIII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.

31

ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
25.1 Notices – All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:

To Seller:
Original document to:

Name: __________________
__________________
__________________
__________________

Telephone: __________________
E-mail: __________________

Copy of Document to:

Name: __________________
__________________
__________________
__________________

Telephone: __________________
E-mail: __________________

To Idaho Power:
Original document to:

Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idaho 83707
Email: [e-mail]

Copy of document to:

Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail: [e-mail]

32

Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 Authorized Agent(s)

Name Title

Authorized Agents as listed above may be modified by the Seller by requesting and completing an
Authorized Agent modification document provided by Idaho Power. This document at minimum
will include the requested changes and require signature(s) from an authorized party of the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment – During performance pursuant to this Agreement, Seller agrees to comply
with all applicable equal employment opportunity, small business, and affirmative action laws and
regulations. All Equal Employment Opportunity and affirmative action laws and regulations are
hereby incorporated by this reference, including provisions of 38 U.S.C. § 4212, Executive Order
11246, as amended, and any subsequent executive orders or other laws or regulations relating to
equal opportunity for employment on government contracts. To the extent 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 reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power Designated Network Resource. If final interconnection or transmission

33

studies are not complete at the time the Seller executes this Agreement, the Seller
understands that the Seller’s obligations to pay Delay and Termination Damages associated
with the project’s failure to achieve the Operation Date by the Scheduled Operation Date
as specified in this Agreement is not relieved by final interconnection or transmission costs,
processes or schedules.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
Appendix C - Engineer’s Certifications
Appendix D - Forms of Liquid Security
Appendix E - Solar Facility Energy Prices
Appendix F - Insurance Requirements
Appendix G - Solar Energy Production Forecasting
Appendix H - Estimated Hourly Energy Production

ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed in
all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter hereof
and supersedes all prior or contemporaneous oral or written agreements between the Parties
concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed

34

in their respective names on the dates set forth below:

Idaho Power Company _________________

By

By

______________
Vice President, Power Supply

____________________
__________________

Dated
Dated

“Idaho Power”
“Seller”

35

APPENDIX A
A –1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707

The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility’s total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report may not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that will be gathered as described in item A-2 below:

36

Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT

Month Year

Project Name Project Number:
Address Phone Number:
City State Zip

Facility Station Metered
Output Usage Maximum Generation
Meter Number:
End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Reading:

Difference:
Times Meter Constant: Net Generation
kWh for the Month: - =
Metered Demand:

Breaker Opening Record Breaker Closing Record
Date Time Meter * Reason Date Time Meter

* Breaker Opening Reason Codes
1 Lack of Adequate Prime Mover

I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown
7 Other (Explain)

Signature Date

37

A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of the
last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION

Seller’s Contact Information
Name: ______________
Telephone Number: ______________
Cell Phone: ______________
E-Mail: ______________

24-Hour Project Operational Contact

Name: ______________
Telephone Number: ______________
Cell Phone: ______________
E-Mail: ______________

Project On-site Contact information

Name: ______________
Telephone Number: ______________
Cell Phone: ______________
E-Mail: ______________

38

APPENDIX B

FACILITY AND POINT OF DELIVERY
Project Name: ________________

Project Number: _____________

B-1 DESCRIPTION OF FACILITY

(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

Facility Nameplate Capacity: ______MWac

Qualifying Facility Category (Small Power Production or Cogeneration): __________________
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): ________________
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): ________

Any modifications to the Facility, including but not limited to the generator or turbine, that
(1) increases or decreases the Facility Nameplate Capacity, or (2) changes the Qualifying Facility
Category, or (3) changes the Primary Energy Source or (4) changes to the generator fuel and
subsequently the Fueled Rate or Non-Fueled Rate, will require a review of the Agreement terms,
conditions and pricing and Idaho Power, at its sole determination, may adjust the pricing or
terminate the Agreement. If the Agreement is terminated because of said modifications, the Seller
will be responsible for any Termination Damages.
Var Capability (Both leading and lagging) Leading is _____ Lagging is _____.
B-2 LOCATION OF FACILITY
Near: ___________________
Actual or nearest physical street address: _________________
GPS Coordinates: Latitude Decimal Degrees: _______________
Longitude Decimal Degrees: ______________
State: _______ County: _________
Description of Interconnection Location: ___________________________

39

B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected __________________ as the Scheduled First Energy Date.
Seller has selected __________________ as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project being
granted an Operation Date.
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be _____MWac which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially could
be delivered by the Seller’s Facility to the Idaho Power electrical system at any moment in time.
B-5 POINT OF DELIVERY
“Point of Delivery” means, unless otherwise agreed by both Parties, the point of where the
Seller’s Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kWh) between the Seller’s Facility
and the Idaho Power Point of Delivery. This loss calculation will 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 electrical equipment specifications (transformer loss specifications,
conductor sizes, etc.) of all of the electrical equipment between the Facility and the Idaho Power
electrical system, Idaho Power will configure a revised loss calculation formula to be agreed to by

40

both parties and used to calculate the kWh Losses for the remaining term of the Agreement. If at
any time during the term of this Agreement, Idaho Power determines that the loss calculation does
not correctly reflect the actual kWh losses attributed to the electrical equipment between the
Facility and the Idaho Power electrical system, Idaho Power may adjust the calculation and
retroactively adjust the previous month’s kWh loss calculations.
B-7 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource (“DNR”). Federal Energy
Regulatory Commission (“FERC”) rules require Idaho Power to prepare and submit the application
to achieve DNR status for this Facility. Because much of the information Idaho Power needs to
prepare the DNR application is specific to the Seller’s Facility, Idaho Power’s ability to file the
DNR application in a timely manner is contingent upon timely receipt of the required information
from the Seller. Prior to Idaho Power beginning the process to enable Idaho Power to submit a
request for DNR status for this Facility, the Seller shall have 1) filed a Generation Interconnection
application, 2) submitted all information required by Idaho Power to complete the application, and
3) either executed this Agreement or, at a minimum, provided Idaho Power with confirmation of
the Seller’s intent to complete this Agreement in a timely manner. Seller’s failure to provide
complete and accurate information in a timely manner can significantly impact Idaho
Power’s ability and cost to attain the DNR designation for the Seller’s Facility and the Seller
shall bear the costs of any of these delays that are a result of any action or inaction by the
Seller.

41

APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY

The undersigned _____________________________________, on behalf of himself/herself and
___________ , hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
"Agreement," between Idaho Power as Buyer, and ________________as Seller, dated
_________________________.
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No. ________________ and is hereinafter
referred to as the "Project."
4. That the Project, which is commonly known as the ____________________Project, is located in
Section _____ Township ________ Range ________, Boise Meridian, __________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a ________ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
_____________ years.

42

9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.

By ______________________________

(P.E. Stamp)

Date ______________________________

43

APPENDIX C
ENGINEER’S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE

The undersigned ____________________________________, on behalf of himself/herself
and _______________________ hereinafter collectively referred to as “Engineer,” hereby states and
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
“Agreement,” between Idaho Power as Buyer, and ___________________ as Seller, dated
_________________________.
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No. _____________ and hereinafter referred
to as the “Project”.
4. That the Project, which is commonly known as the ____________________Project, is located in
Section _____ Township ________ Range ________, Boise Meridian, __________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a _________ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.

44

8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project’s
appearance and the information provided by the Project, that the Project’s ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer’s professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
______ years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer’s representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.

By ____________________________

(P.E. Stamp)

Date ______________________________

45

APPENDIX C

ENGINEER'S CERTIFICATION

OF

DESIGN & CONSTRUCTION ADEQUACY

The undersigned _____________________________________, on behalf of himself/herself and
_________________________ hereinafter collectively referred to as "Engineer", hereby states and certifies
to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter referred to as the
“Agreement", between Idaho Power as Buyer, and _____________________________as Seller, dated
__________, _____________________________.
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No ________________ and
is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the ____________________Project, is located in
Section _____ Township ________ Range ________, Boise Meridian, __________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a _____________ year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all

46

applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a ________ year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best
of his/her knowledge and therefore sets his/her hand and seal below.

By ____________________________

(P.E. Stamp)

Date ______________________________

APPENDIX D
FORMS OF LIQUID SECURITY

47

The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power to
satisfy the Security Deposit requirement and any other security requirements within this
Agreement.

For the purpose of this Appendix D, the term “Credit Requirements” shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or Letter
of Credit issued by any other entity with a short-term or long-term investment grade credit rating
by Standard & Poor’s Corporation or Moody’s Investor Services, Inc. or any successors shall be
deemed to have acceptable financial creditworthiness.

1. Cash – Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.

2. Cash Escrow Security – Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest earned associated with
establishing and maintaining the escrow account(s).

3. Guarantee or Letter of Credit Security – Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party 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 will be issued by a

48

financial institution acceptable to both parties. The Seller shall be responsible for all costs
associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.

49

APPENDIX E
SOLAR FACILITY ENERGY PRICES AND INTEGRATION CHARGES
(Prices based upon the energy shape and capacity specified in Appendix H)

E-1 Base Energy Purchase Prices – For all Base Energy received during Heavy Load Hours Idaho
Power shall pay the Base Energy Heavy Load Purchase Price less the Solar Integration Charge
specified below and for all Base Energy received during Light Load Hours Idaho Power shall pay
the Base Energy Light Load Purchase Price less the Solar Integration Charge specified below. All
of these prices are subject to revision as specified within paragraph 7.4.
Month/Year
Base Energy Heavy
Load Purchase
Price (Mills/kWh)
Base Energy Light
Load Purchase Price
(Mills/kWh)

Solar Integration
Charge
(Mills/kWh)

50

APPENDIX F

INSURANCE REQUIREMENTS

The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
1. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within 5 days of the cancellation, material
change or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First Energy date and subsequently within 10 days of the annual anniversary of the
Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho Power
Company and list Idaho Power Company as an Additional Insured Endorsement and Waiver
of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with current Insurance Industry Utility practices for similar
property.
5. Seller shall be entitled to self-insure these coverage’s with approval of Idaho Power, which
shall not be unreasonable withheld, delayed or conditioned.

51

APPENDIX G
SOLAR ENERGY PRODUCTION FORECASTING

Idaho Power shall make use of a Solar Energy Production Forecasting model to forecast the energy
production from this Facility and other Qualifying Facility solar generation resources.
G-1 Seller shall contribute to the cost of the Solar Energy Production Forecasting. The Facility’s share
of Solar Energy Production Forecasting is determined as specified below. Seller’s payments for the
cost of the Solar Energy Production Forecasting in any Contract Year will not be greater than 0.1%
of the total energy payments made to Seller by Idaho Power during the previous Contract Year.
a. For every month of this Agreement beginning with the first full month after the
First Energy Date as specified in this Agreement, the Solar Energy Production
Forecasting Monthly Cost Allocation (MCA) will be due and payable by the Seller.
Any Solar Energy Production Forecasting Monthly Cost Allocations (MCA) that
are not reimbursed to Idaho Power shall be deducted from energy payments to the
Seller.
b. During the first Contract Year, as the value of the 0.1% cap of the Facility’s total
energy payments will not be known until the first Contract Year is complete, Idaho
Power will deduct the Facility’s calculated share of the Solar Energy Production
Forecasting costs specified in item d each month during the first Contract Year and
subsequently refund any overpayment (payments that exceed the cap) in equal
monthly amounts over the ensuing Contract Year.
c. The cost allocation formula described below will be reviewed and revised if
necessary on the last day of any month in which the cumulative MW nameplate of
Solar projects having Commission approved agreements to deliver energy to Idaho
Power has been revised by an action of the Commission.

d. The monthly cost allocation will be based upon the following formula :

52

Where: Total MW (TMW) is equal to the total Nameplate Capacity rating of all
QF Solar projects that are under contract to provide energy to Idaho
Power Company.

Facility MW (FMW) is equal to the Nameplate Capacity rating of this
Facility as specified within the Agreement.

Annual Solar Energy Production Forecasting Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to provide Solar Energy
Production Forecasting. Idaho Power will estimate the AFCost for the
current year based upon the previous year’s cost and expected costs for
the current year. At year-end, Idaho Power will compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost will be included in the next year’s AFCost.

Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)

And

Monthly Cost Allocation (MCA) = ACA / 12

e. The Solar Energy Production Forecasting Monthly Cost Allocation (MCA) is due
and payable to Idaho Power. The MCA will first be netted against any monthly
energy payments owed to the Seller. If the netting of the MCA against the monthly
energy payments results in a balance being due Idaho Power, the Facility shall pay
this amount within 15 days of the date of the payment invoice.

G-2 The Seller shall also provide solar irradiation and weather data specific to the Facility’s physical
location to Idaho Power via real time telemetry in a form acceptable to Idaho Power. The specific
equipment and location of this equipment shall be specified in the GIA. This data will provided
at 10 second intervals and will consist of:
a.) Global Horizontal Irradiance
b.) Plane of Array
c.) Temperature
d.) Wind Speed and Direction

APPENDIX H

Estimated Hourly Energy Production

This Information was provided by the project for use in the Incremental Cost IRP Avoided Cost pricing methodology established by Commission Order No.
32697 and for inclusion in this appendix.

60