20120522Direct & Exhibits Guy.pdf

Y GIVEESLE LLP
LAW OFFICES Gary G. Allen Steven J. Hippler Deborah E. Nelson
601 W. Bannock Street Peter G. Barton Donald E. Knickrehm Kelsey J. Nunez
P0 Box 2720, Boise, Idaho 83701 Christopher J. Beeson Debora K. Kristensen W. Hugh ORiordan, LLM.
TELEPHONE: [phone] Clint R. Bounder Anne C. Kunkel Angela M. Reed
FACSIMILE: 208 388-1300 Erik J. Bounder Michael P. Lawrence Justin A. Steiner
WEBSITE: www.givenspursley.com Preston N. Carter Franklin G. Lee Kenton H. Walker
Jeremy C. Chou David R. Lombardi Robert B. White
William C. Cole Emily L. McClure
Deborah B. Nelson Michael C. Creamer Kenneth R. McClure Retired den®givenspursley.com Amber N. Dies Kelly Greene McConnell Kenneth L. Purstey
Elizabeth M. Donick Alex P. McLaughlin James A. McClure (1924-2011)
Thomas E. Dvorak Christopher H. Meyer Raymond D. Givens (1917-2008)
Jeffrey C. Fereday L. Edward Miller
Justin M. Fredin Patrick J. Miller
Martin C. Hendrickson Judson B. Montgomery
May 29, 2012
—1
VL4 HAND DELIVERY rn
r\) C) ci.J. o m Ms. Jean Jewell
Commission Secretary -
Idaho Public Utilities Commission E5 ç
472 W. Washington
Boise, ID 83702 C.0 p
Re: GNR-E-11-03 - Direct Testimony and Exhibits of Richard Guy
Dear Ms. Jewell:
Enclosed please find Idaho Wind Partners I, LLC, resubmitted prepared Direct
Testimony of Richard Guy in the above-referenced docket. The testimony is identical to that
submitted on May 21, 2012 except that line numbering has been added. Per the Commission's
Rules of Procedure, we have enclosed an original and nine (9) copies, as well as a CD containing
a copy of the testimony in Word format.
Sincerely,
Deborah E. Nelson
DEN/kml
1486318_i
Enclosures
Deborah E. Nelson, ISB # 5711
Kelsey J. Nunez, ISB# 7899
GIVENS PURSLEY LLP
601 W. Bannock St.
Post Office Box 2720
Boise, Idaho 83701-2720
Telephone: [phone]
Facsimile: 208-388-1300
11067-6147024812
RECEIVED
ri 11.4; . r1- ._,. J
UT LHL'
Attorneys for Idaho Wind Partners I, LLC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE COMMISSION'S
REVIEW OF PURPA QF CONTRACT
PROVISIONS INCLUDING THE
SURROGATE AVOIDED RESOURCE
(SAR) AND INTEGRATED RESOURCE
PLANNING (IRP) METHODOLOGIES FOR
CALCULATING PUBLSIHSED AVOIDED
COST RATES
Case No. GNR-E- 11-03
DIRECT TESTIMONY OF RICHARD GUY
ON BEHALF OF
IDAHO WIND PARTNERS I, LLC
May 21, 2012
Guy DI- 1
Idaho Wind Partners I, LLC

I Q. Please state your name and business address for the record.

2 A. Richard Guy, 450 Alan Drive, Jerome, ID 83338.

3 Q. Who is your employer and what is your position?

4 A. I am the General Manager of Reunion Power, LLC, which is the Managing Member of
5 Idaho Wind Partners 1, LLC.

6 Q. What is your educational and professional background?

7 A. I have been working in the energy field for 35 years. I have provided my Curriculum

8 Vitae.'

9 Q. What is the purpose of your testimony in this proceeding?

10 A. The purpose of my testimony is to provide comments on Idaho Power Company's
11 proposal to apply a new economic curtailment tariff (Schedule 74) against existing fixed-rate QF

12 contracts.

13 Q. Does IWP have facilities that would be affected by the proposed curtailment tariff?

14 A. Yes. 1WP owns and operates eleven wind projects in Idaho with a combined capacity of

15 183 MW ("IWP Projects"). The IWP Projects are Qualifying Facilities ("QFs") pursuant to the
16 Public Utility Regulatory Policies Act of 1978 ("PURPA"). Eight of the IWP Projects—Burley
17 Butte, Golden Valley, Milner Dam, Oregon Trail, Pilgrim Stage Station, Salmon Falls, Thousand
18 Springs, and Tuana Gulch—have year 2005 Firm Energy Sales Agreements ("FESAs")2 with
19 Idaho Power, approved by the Idaho Public Utilities Commission ("Commission").3 Three of the
20 IWP Projects—Camp Reed, Payne's Ferry and Yahoo Creek—have year 2009 FESAs 4 with
21 Idaho Power, approved by the Commission.5 Each of the 1WP Projects agreed, in its Generator
'See Exhibit 2 10 1.
2 The 2005 FESAS are attached as Exhibits 2102 (Burley Butte), 2103 (Golden Valley), 2104 (Milner Dam), 2105
(Oregon Trail), 2106 (Pilgrim Stage Station), 2107 (Salmon Falls), 2108 (Thousand Springs), and 2109 (Tuana
Gulch).
Order Nos. 29813 (Burley Butte), 29814 (Golden Valley), 29948 (Milner Dam), 29772 (Oregon Trail), 29771
(Pilgrim Stage Station), 29951 (Salmon Falls), 29770 (Thousand Springs), and 29773 (Tuana Gulch).
' The 2009 FESAs are attached as Exhibits 2110 (Camp Reed), 2111 (Payne's Ferry), and 2112 (Yahoo Creek).
Order Nos. 30924 (Camp Reed), 30926 (Payne's Ferry), and 30925 (Yahoo Creek).
Guy DI -2
Idaho Wind Partners I, LLC
I Interconnection Agreement ("GIA") with Idaho Power, to be subject to Generator Output
2 Limiting Control ("GOLC")6 pursuant to Commission Order No. 30414 in docket IPC-E-6-21.

3 Q. How much money has been invested in development of the IWP Projects to date?

4 A. Approximately $450 million.

5 Q. Do the IWP Projects provide economic benefits in Idaho?

6 A. Yes. The operating IWP Projects contribute approximately $2.4 million annually in
7 wages and locally-purchased goods and services; approximately $860,000 annually in various
8 state and local taxes; and approximately $820,000 annually in landowner payments. The IWP
9 Projects provide 18 high-wage permanent full-time jobs with medical and other benefits.

10 Q. Did IWP build the IWP Projects and secure financing based on certain

11 expectations?

12 A. Yes. The Projects secured both debt and equity financing based on revenue projections,
13 which in turn were based on the fixed energy prices set forth in the FESAs, the known power
14 generation characteristics of the turbines, and a forecast of the available wind resource. Our
15 revenue projections included no allowances for economic curtailment since that right is not
16 provided to Idaho Power by any of the IWP Projects' FESAs.

17 Q. What is your understanding of the 1WP Projects' agreement to be subject to
18 GOLC?

19 A. Each of the Projects elected in its GIA to be subject to GOLC pursuant to the
20 Commission's Order No. 30414 (August 29, 2007) in docket IPC-E-6-21. This Order approved

21 a Settlement Stipulation between Idaho Power and certain QFs that called for the installation of
22 GOLC technology to facilitate a specific curtailment called "Cassia Redispatch."7
6 See Attachments 4 and 5 of the GIAs. The GIAs are attached as Exhibits 2113 (Burley Butte), 2114 (Pilgrim Stage
Station), 2115 (Camp Reed, Oregon Trail, Payne's Ferry, Thousand Springs, Tuana Gulch, Yahoo Creek), 2116
(Golden Valley), 2117 (Milner Dam), and 2118 (Salmon Falls).
The Settlement Stipulation was attached to the Joint Motion to Approve Settlement and to Dismiss Complaint,
attached as Exhibit 2119.
Guy DI -3
Idaho Wind Partners I, LLC

I Q. What is your understanding of when Cassia Redispatch could occur?

2 A. GOLC could only be used in limited circumstances. The Commission explains in Order
3 No. 30414 at page 4: "Idaho Power will call for a Cassia Redispatch only when necessary to
4 respond to system emergencies or when identified transmission lines are out of service."

5 Q. Are there any other circumstances under which you understand the Projects may be
6 curtailed?

7 A. The 1WP Projects' FESAs set forth very narrow circumstances for curtailment: (1) an
8 event of Force Maj cure, Forced Outage or temporary disconnection of the Facility in accordance
9 with Schedule 72; or (2) if Idaho Power reasonably determines our operation is unsafe or may
10 otherwise adversely affect Idaho Power's equipment, personnel or service to its customers
11 (Sections 14.2.1 and 14.2.2, 2005 FESAs; Sections 12.2.1 and 12.2.2, 2009 FESAs).

12 Q. Based on the direct testimony of Idaho Power witness Tessia Park and the proposed
13 Schedule 74, can you determine the extent of economic curtailment that IWP may
14 experience?

15 A. No. The proposal lacks the necessary specificity to determine the specific circumstances
16 in which Idaho Power could cease purchases under the 1WP Projects' FESAs.

17 Q. Are you familiar with the FERC Rule 304(f) that Idaho Power witness Tessia Park
18 states is the basis for the proposed Schedule 74?

19 A. Yes. Like witness Park, I am not a lawyer, but I am familiar with Rule 304(f) and
20 associated FERC orders, and I do not believe this rule applies to QFs with fixed-rate contracts
21 like the IWP Projects' FESAs.

22 Q. What is your understanding of when Rule 304(1) is intended to apply?

23 A. FERC explains in its Order adopting the rule (FERC Order No. 69)8 that section 304(f)
24 applies to those QF contracts where the rate is determined based on the avoided costs at the time

25 of delivery (i.e. in "real time"), as opposed to being fixed in the initial contract. FERC explains
26 that 304(f) was intended to deal with a certain condition that can occur during light loading
27 periods: if a utility operating only base load units during these periods was forced to cut back
8 The excerpt from FERC Order No. 69 (February 19, 1980) containing relevant pages 75-77 is attached as Exhibit
2120.
- Guy DI-4
Idaho Wind Partners I, LLC
1 output to accommodate purchases from QFs, then the base load units might not be able to
2 increase output rapidly when the system demand later increased. As a result, the utility would be
3 required to use less efficient, higher cost units with faster startup to meet the demand. FERC
4 was worried that this situation, when applied to a QF contract whose avoided cost rate is
5 determined at the time of delivery, could actually force the QF to have to pay the utility to take
6 its power. To avoid this situation, FERC proposed a rule to require the utility to identify periods
7 during which this would occur so the QF could cease delivery during those periods.
8 Q. What is the basis for your understanding that Rule 304(f) does not apply to fixed-
9 rate QF contracts?
10 A. FERC specifically explains in Order 69, at page 77, that Rule 304(f) does not apply to
11 contracts where the avoided cost rate was pre-determined and fixed in the contract:
12 The Commission does not intend that this paragraph [304(f)]
13 override contractual or other legally enforceable obligations
14
incurred by the electric utility to purchase from a qualifying
15
facility. In such arrangements, the established rate is based on the
16 recognition that the value of the purchase will vary with the
17 changes in the utility's operating costs. These variations ordinarily
18 are taken into account, and the resulting rate represents the average
19 value of the purchase over the duration of the obligation. The
20 occurrence of such periods may similarly be taken into account in
21 determining rates for purchases.
22 FERC confirmed this distinction between real-time and fixed-rate contracts again just a
23 few months ago in the Entergy Order that was cited in Tessia Park's testimony as demonstrating
24 a utility's ability to curtail QF purchases.9 What witness Park did not add was that, in that Order,
25 where FERC actually rejected a proposed curtailment, FERC explained that fixed-rate contracts
26 already take into account the anticipated average or composite avoided costs for the life of the
27 contract, including the potential times for negative avoided costs. On the other hand, the Entergy
28 Order noted, for contracts where the avoided cost rate is determined "in real time" and could
29 potentially be negative, the rule applies to allow the QF to cease deliveries. FERC concluded:
30 "In neither case is the utility authorized to curtail the QF purchase unilaterally."
Order on Compliance Filing, 137 FERC ¶ 61,199 (December 15, 2011).
Guy DI -5
Idaho Wind Partners I, LLC
1 Q. Based on FERC's statements, do you agree with witness Park's assertion that Rule
2 304(f) applies to existing fixed-rate contracts such as the IWP Projects?
3 No. The fixed rates set forth in IWP Projects' FESAs reflect the parties' and the
4 Commission's determination, at that time, of the anticipated avoided costs for the twenty-year
5 term of the FESAs. This necessarily means that during some operational circumstances, Idaho
6 Power's real-time avoided costs may be below the rates, at other times, the real-time avoided
7 costs may be above the rates. As FERC explained, Rule 304(f) cannot be used to avoid
8 purchases under fixed-rate contracts in these circumstances.
9 Q. What operational and economic impacts might IWP experience if the proposed
10 economic curtailment is implemented?
11 A. Curtailment has a direct impact on our revenues. Revenues are based directly on hours of
12 operation. 1WP is not otherwise compensated for fixed costs that will continue during
13 curtailment. This could affect the IWP Projects' ability to comply with existing credit terms with
14 the IWP Projects' lenders, the effect of which could lead to various penalties and, ultimately,
15 default of the debt financing.
16 Curtailment also has a direct impact on our sale of Renewable Energy Credits ("RECs").
17 Under the 1WP Projects' FESAs, IWP owns the RECs, and we can and do sell them. We
18 produce RECs only if we produce energy, so if curtailment causes us to produce less energy then
19 we produce fewer RECs and suffer a further reduction in revenue.
20 At the same time curtailment causes revenues to go down, it causes operating expenses to
21 go up. When a wind project is shut down, especially if it is done on short notice, it causes
22 mechanical difficulties. In addition to the additional wear and tear this places on the turbines and
23 other equipment, specific items may fail with a shutdown. For example, there are fuses (ranging
24 from approximately $10 to $1 0,000/per fuse) that may blow at any given time with a shutdown.
25 IWP would incur the hard and soft costs to physically replace these parts. Further, the IWP
26 Projects do not uniformly come back online with a simple remote switch but rather frequently
27 require on-site crews and manual adjustments to get the system fully operational again, all
28 causing further lost delivery hours and lost revenues beyond the actual period of curtailment.
29 And, low loading load periods typically occur in the middle of the night, which is of course an
30 expensive and challenging time to mobilize crews and to safely make the necessary repairs.
Guy DI -6
Idaho Wind Partners I, LLC

I Q. What impacts on others do you believe may occur if the proposed economic
2 curtailment is implemented?

3 A. To the extent IWP has lower revenues, then its landowners also receive less money,
4 causing indirect impacts in their communities. Also, the production taxes the IWP Projects pay
5 in lieu of property tax (3% of gross revenue) will decline as revenues decline. Most importantly,
6 investment in all regulated industries will be discouraged if contracts are perceived to be so
7 easily undone.

8 Q. What does IWP request the Commission to do in this docket?

9 A. IWP requests the Commission not to apply the proposed Schedule 74 to existing fixed-
10 rate QF contracts.

11 Q. Does this conclude your testimony in this proceeding?
12 A. Yes, it does.
Guy DI -7
Idaho Wind Partners I, LLC
CERTIFICATE OF SERVICE
I hereby certify that on the 29th day of May, 2012 the foregoing was served upon the
following individuals by the means indicated:
Original plus 9 copies:
Jean Jewell IIJ U.S. Mail, postage prepaid
Secretary Express Mail
Idaho Public Utilities Commission Z Hand Delivery
472 W. Washington [1 Facsimile
P.0. Box 83720 M E-Mail
Boise, ID 83720-0074
jean.jewell(puc.idaho.gov
Service copies:
Donovan E. Walker L U.S. Mail, postage prepaid
Jason B. Williams Express Mail
Idaho Power Company LI Hand Delivery
P0 Box 70 LI Facsimile
Boise, ID 83707-0070 Z E-Mail E-mail: [e-mail]
jwilliams(äidahopower.com
Idaho Power Company
Michael G. Andrea LI U.S. Mail, postage prepaid
Avista Corporation Express Mail
1411 E. Mission Ave. F1 Hand Delivery
Spokane, WA 99202 fl Facsimile
E-mail: [e-mail] Z E-Mail
A vista Corporation
Daniel Solander U.S. Mail, postage prepaid
PacifiCorp / dba Rocky Mountain Power fl Express Mail
201 S. Main St., Suite 2300 LI Hand Delivery
Salt Lake City, UT 84111 LI Facsimile
E-mail: daniel.solander(pacjficorp.com E-Mail
Pacificorp, dba Rocky Mountain Power
Guy DI -8
Idaho Wind Partners I, LLC
Donald L Howell, II U S Mail, postage prepaid
Kristine A. Sasser Express Mail
Deputy Attorneys General El Hand Delivery
Idaho Public Utilities Commission El Facsimile
472 W. Washington (83702) Z E-Mail
P0 Box 83720
Boise, ID 83720-0074
E-mail: don.howepuc.idaho.gov
kris.sasser(äpuc.idaho.gov
Peter J. Richardson J U.S. Mail, postage prepaid
Gregory M. Adams Express Mail
Richardson & O'Leary, PLLC El Hand Delivery
P0 Box 7218 E Facsimile
Boise, ID 83702 E-Mail
E-mail: [e-mail]
greg(richardsonandoleary.com
The Northwest and Intermountain Power
Producers Coalition, JR. Simplot Company,
Grand View Solar II, Exergy Development
Group of Idaho, LLC, The Board of County
Commissioners ofAdams County, Idaho, and
Clearwater Paper Corporation
Robert D. Kahn E U.S. Mail, postage prepaid
Executive Director El Express Mail
Northwest and Intermountain Power El Hand Delivery
Producers Coalition Facsimile
1117 Minor Ave., Suite 300 Z E-Mail
Seattle, WA 98101
E-mail: rkahn(nippc.org
The Northwest and Intermountain Power
Producers Coalition
Don Sturtevant U.S. Mail, postage prepaid
Energy Director E Express Mail
J.R. Simplot Company El Hand Delivery
P0 Box 27 El Facsimile
Boise, ID 83707-0027 Z E-Mail
E-mail: don.sturtevant(sjmplot.com
JR. Simplot Company
Guy DI -9
Idaho Wind Partners I, LLC
Robert A. Paul LI U.S. Mail, postage prepaid
Grand View Solar II LI Express Mail
15690 Vista Circle LI Hand Delivery
Desert Hot Springs, CA 92241 LI Facsimile
E-mail: robertapau108(gmail.com E-Mail
Grand View Solar II
James Carkulis LI U S Mail, postage prepaid
Managing Member LI Express Mail
Exergy Development Group of Idaho, LLC LI Hand Delivery
802 W. Bannock St., Suite 1200 LI Facsimile
Boise, ID 83702 E-Mail
E-mail: [e-mail]
Exergy Development Group ofIdaho, LLC
Dr. Don Reading LI U.S. Mail, postage prepaid
6070 Hill Road LI Express Mail
Boise, ID 83703 LI Hand Delivery
E-mail: dreading(mindspring.com LI Facsimile
Exergy Development Group of Idaho, LLC E-Mail
Ronald Williams LI U.S. Mail, postage prepaid
Williams Bradbury, P.C. LI Express Mail
1015 W. Hays St. LI Hand Delivery
Boise, ID 83702 LI Facsimile
E-mail: [e-mail] E-Mail
Renewable Energy Coalition
John R. Lowe LI U.S. Mail, postage prepaid
12050 SW Tremont St. LI Express Mail
Portland, OR 97225 LI Hand Delivery
E-mail: iravenesanmarcosyahoo.com LI Facsimile
Renewable Energy Coalition E-Mail
R. Greg Ferney LI U.S. Mail, postage prepaid
Mimura Law Offices, PLLC LI Express Mail
2176 E. Franklin Rd., Suite 120 LI Hand Delivery
Meridian, ID 83642 LI Facsimile
E-mail: [e-mail] E-Mail
Interconnect Solar Development, LLC
Guy DI-l0
Idaho Wind Partners I, LLC
Bill Piske, Manager U.S. Mail, postage prepaid
Interconnect Solar Development, LLC E Express Mail
1303 E. Carter Hand Delivery
Boise, ID 83706 Facsimile
E-mail: [e-mail] Z E-Mail
Interconnect Solar Development, LLC
Ronald L. Williams E U.S. Mail, postage prepaid
Williams Bradbury, P.C. Express Mail
1015 W. Hays Street fl Hand Delivery
Boise, ID 83702 fl Facsimile
E-mail: [e-mail] Z E-Mail
Dynamis Energy, LLC
Wade Thomas E U.S. Mail, postage prepaid
General Counsel 0 Express Mail
Dynamis Energy, LLC El Hand Delivery
776 W. Riverside Dr., Suite 15 LI Facsimile
Eagle, ID 83616 Z E-Mail
E-mail: [e-mail]
Dynamis Energy, LLC
C. Thomas Arkoosh U.S. Mail, postage prepaid
Capitol Law Group, PLLC Express Mail
205 N. 10th St., 4th Floor LI Hand Delivery
P0 Box 2598 Facsimile
Boise, ID 83701 Z E-Mail
E-mail: tarkoosh(capitollawgroup.com
North Side Canal Company
Twin Falls Canal Company
Brian Olmstead U.S. Mail, postage prepaid
General Manager Express Mail
Twin Falls Canal Company El Hand Delivery
P0 Box 326 El Facsimile
Twin Falls, ID 83303 Z E-Mail
E-mail: olmstead(tfcanal.com
Twin Falls Canal Company
Ted Diehl U.S. Mail, postage prepaid
General Manager Express Mail
North Side Canal Company [I] Hand Delivery
921 N. Lincoln St. El Facsimile
Jerome, ID 83338 Z E-Mail
E-mail: nscanal(cableone.net
North Side Canal Company
Guy DI- 11
Idaho Wind Partners I, LLC
Don Schoenbeck LI U.S. Mail, postage prepaid
RCS LI Express Mail
900 Washington Street, Suite 780 LI Hand Delivery
Vancouver, WA 98660 LI Facsimile
E-mail dws@,L-c-s-inc.com Z E-Mail
Lori Thomas LI U.S. Mail, postage prepaid
Capitol Law Group, PLLC LI Express Mail
P. Box 2598 LI Hand Delivery
Boise, ID 83701-2598 LI Facsimile
E-mail: [e-mail] Z E-Mail
Bill Brown, Chair LI U.S. Mail, postage prepaid
Board of Commissioners LI Express Mail
of Adams County, ID LI Hand Delivery
P0 Box 48 LI Facsimile
Council, ID 83612 Z E-Mail
E-mail: [e-mail]
The Board of County Commissioners of
Adams County, Idaho
Ted S. Sorenson, P.E. LI U.S. Mail, postage prepaid
Birch Power Company LI Express Mail
5203 South 11th East LI Hand Delivery
Idaho Falls, ID 83404 LI Facsimile
E-mail: ted(tsorenson.net Z E-Mail
Birch Power Company
Glenn Ikemoto LI U.S. Mail, postage prepaid
Margaret Rueger LI Express Mail
Idaho Windfarms, LLC LI Hand Delivery
672 Blair Avenue LI Facsimile
Piedmont, CA 94611 E-Mail
E-mail: glenni(envisionwind.com
m&garet(envisionwind.com
Idaho Windfarms, LLC
Dean J. Miller LI U.S. Mail, postage prepaid
McDevitt & Miller, LLP LI Express Mail
420 W. Bannock St. (83702) LI Hand Delivery
P0 Box 2564 LI Facsimile
Boise, ID 83701 E-Mail
E-mail: joe(mcdevift-miller.com
Idaho Windfarms, LLC and Ridgeline
Energy, LLC
Guy DI- 12
Idaho Wind Partners I, LLC
Chas F McDevitt El U S Mail, postage prepaid
McDevitt & Miller, LLP El Express Mail
420 W. Bannock St. (83702) El Hand Delivery
P0 Box 2564 El Facsimile
Boise, ID 83701 E-Mail
E-mail: [e-mail]
Idaho Windfarms, LLC and Ridgeline
Energy, LLC
M.J. Humphries El U.S. Mail, postage prepaid
Blue Ribbon Energy LLC El Express Mail
4515 S. Ammqn Road El Hand Delivery
Ammon, ID 83406 El Facsimile
E-mail: [e-mail] E-Mail
Blue Ribbon Energy LLC
Arron F. Jepson El U.S. Mail, postage prepaid
Blue Ribbon Energy LLC El Express Mail
10660 South 540 East El Hand Delivery
Sandy, UT 84070 El Facsimile
E-mail: arronesg(aol.com E-Mail
Blue Ribbon Energy LLC
Dean J. Miller El U.S. Mail, postage prepaid
McDevitt & Miller, LLP El Express Mail
420 W. Bannock St. (83702) El Hand Delivery
P0 Box 2564 El Facsimile
Boise, ID 83701 E-Mail
E-mail: joeCmcdeviU-miller.com
Renewable Northwest Project
Megan Walseth Decker El U.S. Mail, postage prepaid
Senior Staff Counsel El Express Mail
Renewable Northwest Project El Hand Delivery
421 SW 6th Avenue, Suite 1125 El Facsimile
Portland, OR 97204 E-Mail
E-mail: megan(mD.org
Renewable Northwest Project
Guy DI-13
Idaho Wind Partners I, LLC
Benjamin J Otto fl U S Mail, postage prepaid
Idaho Conservation League Express Mail
710 N Sixth Street (83702) Hand Delivery
P0 Box 844 Facsimile
Boise, ID 83701 E-Mail
E-mail: botto(idahoconsewation.org
Idaho Conservation League
Liz Woodruff U S Mail, postage prepaid
Ken Miller fl Express Mail
Snake River Alliance fl Hand Delivery
P0 Box 1731 Facsimile
Boise, ID 83701 E-Mail
Email: lwoodmff(,snakerivera1liance.org
kmillersnakerivera11iance.org
Snake River Alliance
Mary Lewallen U.S. Mail, postage prepaid
Clearwater Paper Corporation Express Mail
601 W. Riverside Ave., Suite 1100 Hand Delivery
Spokane, WA 99201 Facsimile
E-mail: marv.lewallen(c1earwater,aper.com E-Mail
Clearwater Paper Corporation
Tauna Christensen fl U S Mail, postage prepaid
Energy Integrity Project [1 Express Mail
769 N 1100 E Hand Delivery
Shelley, ID 83274 fl Facsimile
E-mail tauna(energyintegntyproject org E-Mail
Energy Integrity Project
Deborah E. Nelson
GuyDI - 14
Idaho Wind Partners I, LLC
RICHARD J. GUY
SUMMARY
Electric power executive with significant successful experience in all areas of business
development, all aspects of generation and transmission project development and generation
facility management. Primary skills complimented by obtaining non-recourse project financing,
electric generation facility life cycle planning and negotiation and administration of construction,
fuel supply, operations and maintenance contracts and financing agreements
EXPERIENCE
IDAHO WIND PARTNERS 1, LLC, Boise, ID 2010 to Present
A portfolio of]] wind powered generation facilities with a combined capacity of]83MW
General Manager
Responsible for construction, commissioning and all ongoing ownership activities.
SKYFUEL, INC., Albuquerque, NM 2009 to 2010
Supplier of high technology parabolic trough solar concentrators
Chief Project Officer
Responsible for all aspects of business development and technology commercialization
GENPOWER SERVICES, LLC, Newton, MA 2007 to 2009
The power project development joint venture of First Reserve Corp. and GenPower, LLC
Senior Vice President, Development
Responsible for generation project origination, development and acquisition.
GENERAL ELECTRIC ENERGY FINANCIAL SERVICES, Stamford, CT 2006
The energy asset ownership and lending division of General Electric Co.
Linden General Manager
Responsible for all ownership activities associated with the then newly acquired 960 MW
Linden, NJ cogeneration facility.
PPL DEVELOPMENT COMPANY, Allentown, PA 2004 to 2005
The acquisition and development division of PPL Corp.
Director of Business Development
Responsible for solid fuel power project identification and development including asset
Acquisition.
DTE ENERGY SERVICES, Ann Arbor, MI 2001 to 2004
The non-regulated power and industrial energy division ofDTE Energy Corp.
Director of Business Development
Responsible for managing all aspects of solid fuel power project identification and development.
Exhibit 2101
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
1989 to 2001 GPU INTERNATIONAL, Parsippany, NJ
The non-regulated multinational power division of GPU Corp.
Vice President, Business Development 1993 to 2001
Director, Business Development 1991 to 1993
Director, Project Development 1989 to 1991
QUAKER STATE CORP., Oil City, PA
Coal mining division
Director, Sales 1984 to 1989
Manager, New Business Development 1981 to 1984
SANTA FE RESOURCES, Albuquerque, NM
Coal mining division of Santa Fe Railroad
Senior Planner 1980 to 1981; Strategic Planner 1979 to 1980
NERCO, INC., Portland, OR
Coal mining division ofPacifi Corp
Business Development Analyst 1978 to 1979
Assistant to the Manager of Business Development 1977 to 1978
1981 to 1989
1979 to 1981
1977 to 1979
UNITED STATES AIR FORCE, Pilot 1971 to 1973
EDUCATION
THE PENNSYLVANIA STATE UNIVERSITY, State College, PA
MS Mineral Economics, completed all course work except thesis, 1975-1977
Completed courses in core Mining Engineering, 1974-1975
BA English Literature 1971
Exhibit 2101
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BURLEY BUTTE WIND PARK LLC
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 Disconnection Equipment
11 Metering and Telemetry
12 Records
13 Protection
14 Operations
15 Indemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liability; Dedication
19 Several Obligations
20 Waiver
21 Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
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FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
BURLEY BUTTE WIND PARK LLC
Project Number: 31765170
THIS AGREEMENT, entered into on this day of May 2005 between
BURLEY BUTTE WIND PARK, an Idaho limited liability company (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Party."
W1TNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's 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 "Commission" - The Idaho Public Utilities Commission.
1.2 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch Facility'- Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 "Disconnection Equipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 "Facility" - That electric generation facility described in Appendix B of this Agreement.
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I
1.6 "First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.7 "Generation Interconnection Process" - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 "Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.11 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.12 "Market Energy Cost" - Eighty-five percent (85%) of the 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
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "Material Breach" - A Default (paragraph 22.2. 1) subject to paragraph 22.2.2.
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1.14 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "Metering Equipment" - All equipment specified in Schedule 72, the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
1.16 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include inadvertent
Energy.
1.17 "Operation Date"-The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.19 "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.
1.20 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
1.21 "Schedule 72"— Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.22 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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1.25 "Surplus Energy" - (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 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 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.
1.26 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
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.
ARTICLE ifi: 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 is a "Qualifying Facility," as that term
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is used and defined in 18 CFR §292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE 1V: 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, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 292.207.
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 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 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4 Engineer's Certifications - Submit an executed Engineers Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 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 twenty (20)
Contract Years from the Operation Date.

5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
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Operation Date in written form.
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 Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Net Energy Amounts:
Month kWh
March 3,612,966
Season 1 April 2,787,964
May 2,095,176
July 1,513,939
August 1,662,174
Season 2 November 2,387,942
December 3,351,561
June 1,939,187
September 2,387,420
Season 3 October 2,734,798
January 1,496,471
February 2,659,638
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6.2.2 ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 5 th day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 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 of Net Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3 rd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 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 14.3.1 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 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adjusted / (SGUX NBA ) x ( I ) ) Net Energy = NBA
-TGU Amount TH
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
2010 41.46 67.69 56.41
2011 42.42 69.25 57.71
2012 43.39 70.85 59.04
2013 44.39 72.48 60.40
2014 45.42 74.16 61.80
2015 46.47 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.17
2018 49.76 81.24 67.70
2019 50.91 83.11 69.26
2020 52.07 85.02 70.85
2021 53.28 86.99 72.49
2022 54.51 88.99 74.16
2023 55.76 91.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25
7.2 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
7.3 Inadvertent Energy -
7.3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kWh.
Energy delivered in January in excess of 7,440, 000 kWh in this example would be
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Inadvertent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
7.4 Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified 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 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 Utilities Regulatory Policies Act of 1978 and 18
CFR §292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE 1X: FACILITY AND INTERCONNECTION
9.1 Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
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term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOUIPMENT
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
11.1 Metering and Telemetry -Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
11.2 Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (1) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.

11.3 Telemetry - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
ARTICLE XII - RECORDS

12.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
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and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 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 generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE Xffl - PROTECTION
13.1 Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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 physically interrupt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV -OPERATIONS
14.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
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14 .2 Energy Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
14.2.2 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 physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
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provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("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 14.3.2 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 Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 XXVffl that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. 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 14.3.1. 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 do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
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Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or before January 31 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.
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.
14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
15.1 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 construction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.2

Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 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.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
16.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
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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, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(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 causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LAND RIGHTS
17.1 Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
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Idaho Power's approval and in recordable form.
17.2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
17.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVH. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
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resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: LIABILITY; DEDICATION

18.1 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XIX: SEVERAL OBLIGATIONS

19.1 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.
ARTICLE XX: WAIVER

20.1 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 XXI: CHOICE OF LAWS AND VENUE

21.1 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.

21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
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the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXII: DISPUTES AND DEFAULT
22.1 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.
22.2 Notice of Default -
22.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting 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 nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
22.2.2 Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
22.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
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& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & 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
22.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses 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 pply be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXffl: GOVERNMENTAL AUTHORIZATION
23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER

24.1 This Agreement shall 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 XXV: SUCCESSORS AND ASSIGNS

25.1 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, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
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first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party 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. 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 XXVI: MODIFICATION

26.1 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 XXVII: TAXES

27.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVffl: NOTICES

28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Burley Butte Wind Park, LLC
1424 Dodge Ave.
Helena, MT 59601
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To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
29.1 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
ARTICLE XXX: SEVERABILITY

30.1 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 XXXI: COUNTERPARTS
31.1 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 XXXH: ENTIRE AGREEMENT

32.1 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
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Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Burley Butte Wind Park L.L.C.
By / By
VJ4'ii
..Z,-,9- (
N. Vern Porter - Mgr Power Supply Operations &/ James T. Carkulis - Managing Member
Dated Dated
JIL Y MAy_,_2cü5 ____________
"Idaho Power" "Seller"
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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
P0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State Zip
Facility Station Station Metered
Output Usage Usaae Maximum Generation
Meter Number:
End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference:
Times Meter Constant: Net Generation
kWh for the Month:
Metered Demand:
Breaker Opening Record Breaker Closing Record
Date Time Meter Reason Date Time Meter
* Breaker Opening Reason Codes
1 Lack of Adequate Prime Mover
2 Forced Outage of Facility I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the 3 Disturbance of IPCo System above month and that the switching record is accurate 4 Scheduled Maintenance and complete as required by the Firm Energy Sales
5 Testing of Protection Systems Agreement to which I am a Party.
6 Cause Unknown
7 Other (Explain)
Signature Date
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A-2 ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 am., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31765170
BURLEY BUTTE WIND PARK
B-i DESCRIPTION OF FACILITY
The Facility will consist of 7 Wind turbines; model GE sle with individual generator ratings of
1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
B-2 LOCATION OF FACILITY
Near: Burley, Idaho
Sections: 6 Township:11 S Range:22 E County:Cassia Idaho.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected October 30. 2005 as the estimated Scheduled First Energy Date.
Seller has selected December 31. 2005 as the estimated 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. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
B4 MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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.
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B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process 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 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 both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime 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 months kWh loss calculations.
B-7 METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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equipment must be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
will 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 The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to 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 Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-7 SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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Maintenance Charges specified in Schedule 72.
B-8 REACTIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-9 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (I) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
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provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-10 COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
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by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-li SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72, the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
will
5/4120Q5
Exhibit 2102
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 36
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and Burley Butte Wind Park LLC as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafter referred to as
the "Project."
4.That the Project, which is commonly known as the Burley Butte Wind Park Project, is located in
Section 61 Township uS, Range 22E, Boise Meridian, Cassia County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) 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, provided said Project has
been designed and built to appropriate standards, 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 a twenty (20)
year period.
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Exhibit 2102
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 37
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
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
5/4/2005
Exhibit 2102
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 38
-37-
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and Burley Butte Wind Park LLC as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and hereinafter referred to as the
"Project".
4.That the Project, which is commonly known as the Burley Butte Wind Park Project, is located at
250 South, 650 West, Burley, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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.
-38-
51412005
Exhibit 2102
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 39
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
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
-39-
5/4/2005
Exhibit 2102
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 40
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himself 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 Firm Energy Sales Agreement, hereinafter 'Agreement",
between Idaho Power as Buyer, and Burley Butte Wind Park, LLC as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No and is hereinafter
referred to as the "Project".
4.That the Project, which is commonly known as the Burley Butte Wind Park Project, is
located in Section 6, Township 11 , Range 22 E, Boise Meridian, Cassia 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
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Exhibit 2102
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 41
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 knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
5/4/2005
Exhibit 2102
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 42
-41-
D.c
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
GOLDEN VALLEY WIND PARK LLC
TABLE OF CONTENTS
Article TITLE
I Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
S 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 Disconnection Equipment
1 1 Metering and Telemetry
12 Records
13 Protection
14 Operations
15 Indemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liability; Dedication
19 Several Obligations
20 Waiver
21 Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Exhibit 2103
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
5/4/2005
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
GOLDEN VALLEY WIND PARK LLC
Project Number: 31765160
THIS AGREEMENT, entered into on this day of May 2005 between
GOLDEN VALLEY WIND PARK, an Idaho limited liability company (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 willing to purchase, firm electric energy
produced by the Seller's 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 "Commission" -The Idaho Public Utilities Commission.

1.2 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.

1.3 "esignated Djpatch_Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4"Di scot) nethonEqjgment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.

1.5 "Facility" - That electric generation facility described in Appendix B of this Agreement.
Exhibit 2103
GNR-E-1 1-03
- 1 R. Guy: Idaho Wind Partners I, LLC
Page 2
5/4/2005
1.6 'First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.7 "ration Interconnec tion Process" Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 "Inadvertent Eper" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 'Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
• JO -"Initial Capacity _Determination" -The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
pet, month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
.11 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.12 "MarketEnergy Cost" - Eighty-five percent (85%) of the 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
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "Material Breach" - A Default (paragraph 22.2. 1) subject to paragraph 22.2.2.
Exhibit 2103
GNR-E-1 1-03 -2- R. Guy: Idaho Wind Partners I, LLC
Page 3
5/4/2005
1.14 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "Metering Equipment" All equipment specified in Schedule 72, the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
1.16 "Net neig" - Al! of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net energy does not include Inadvertent
Energy.
1.17 "Operation Date" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
.18 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.19 "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.
1.20 "Scheduled Operation Date" -The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
1.21 "Schedule 72" —Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.22 ""- The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Sjja1 Facilities - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1,24 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
GNR-E-11--03
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125 "jplus_Energy" - (I) 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 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 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.
1.26 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELiANCE ON IDAHO POWER
2.1 Seller Independent mv jgition - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations sat 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 Indpent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE 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 Qualifyiacilitygs - Seller warrants that the Facility is a "Qualifying Facility," as that term GNRE1103
-4- R. Guy: Idaho Wind Partners I, LLC
Page 5
5/4/2005
is used and defined in 18 CFR §292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV; CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 292.207.
4.1.2 Qpjpjomof 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 and approvals as set forth in paragraph 4.1,
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 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data. Exhibit 2103
GNR-E-1 1-03 -5- R. Guy: Idaho Wind Partners I, LLC
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5/4/2005
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4,1,4Engineer's CertIflcIiQp - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 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 fm - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the (late first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date,

5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an Exhibit 2103
GNR-E-1 1-03 -6- R. Guy: Idaho Wind Partners I, LLC
Page 7
5/4/2005
5.3
IMF
6.2
Operation Date in written form.
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.
Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Eneigy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Net gyis
Month kWh
March 3,612,966
Season 1 April 2,787,964
May 2,095,176
July 1,513,939
August 1,662,174
Season 2 November 2,387,942
December 3,351,561
June 1,939,187
September 2,387,420
Season 3 October 2,734,798
January 1,496,471
February 2,659,638 Exhibit 2103
GNR-E-1 1-03 7 R. Guy: Idaho Wind Partners I, LLC
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5(4/2005
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 5" day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 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 of Net Ei1gEgy Amount --
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3rd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5111 day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy_Amown - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
Exhibit 2103
GNR-E-1 1-03 8 R. Guy: Idaho Wind Partners I, LLC
Page 9 5/4/2005
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2,1 this value will he
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 14.3.1 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
agreernent.
RSH - Actual hours the Facility's Net Energy deliveries were either
- reduced or suspended under paragraph 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resulting formula being:
Adjusted
Net Energy = NEA
( ( TOU X NEA ) X (11 ) ) Amount TH
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent. (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
Exhibit 2103
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ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Net En Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Season 1 (73.50%) Season 2 - (120.00 %) Season 3 -(100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
2010 41.46 67.69 56.41
2011 42.42 69.25 57.71
2012 43.39 70.85 59.04
2013 44.39 72.48 60.40
2014 45.42 74.16 61.80
2015 46.47 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.17
2018 49.76 81.24 67.70
2019 50.91 83.11 69.26
2020 52.07 85.02 70.85
2021 53.28 86.99 72.49
2022 54.51 88.99 74.16
2023 55.76 91.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25
7.2 - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.
7.3 Inadvertent iirgy -
7,3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho l'ower at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kWh.
Energy delivered in January in excess of 7,440, 000 kWh in this example would be Exhibit 2103
GNR-E-1 1-03
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Inadvertent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
7.4 Payment Due Date - Energy payments to the Seller will he disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified 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 will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Afton Energy, Ii., 107 Idaho
781, 693 P.2d 427 (1984); jijo Power Coipany v. Idaho Public Utiliti es Commission, 107
Idaho 1122, 695 P.2d 1 261 (1985); Afton Enrgy, 1i-ic,v. Idaho Power Company, 111 Idaho 925,
729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR §292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE 1X: FACILITY AND INTERCONNECTION
9.1. 1csign oCfacjijIy - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full GNR-E-11-03
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term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EQUIPMENT
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
111 Idaho Power shall for the account of Seller, provide, install and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering ruipnent and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
Exhibit 2103 and testing such equipment at reasonable intervals at Idaho Powers actual cost of providing this GNR-E-11-03
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Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
11.2 Meter Inspection -Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or lest of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted,. repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall he made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot he determined, corrections to
the payments will be based on the shorter of (3) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
11.3 fmetry - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Sellers Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
ARTICLE XII - RECORDS
12.1 Maintenance of Record - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy Exhibit 2103GNRE1103
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and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 jpection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XIII - PROTECTION
13.1 Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation interconnection Process. 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 physically interrupt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
14.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14.2 Egy.Acptimnc GNR-E-11-03 -14- R. Guy: Idaho Wind Partners I, LLC
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14.2.1 Idaho Power shall he excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month inparagraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
141.2 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 physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage clue to equipment failure which is not
caused by an event of Force Majeiirc or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy tO Exhibit 2103
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Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("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 14.3.2 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 Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller desires to initiate al)eclared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 XXVIII that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. 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 14.3.1. 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 do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, 2103very, in which case Seller shall modify, at Idaho Powers expense, Sellers equipment as GNR-E-11-03
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necessary to accommodate the modified nominal operating voltage level.

14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or before January 31 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.
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.

14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE

15.1 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 construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with GNR-E-11-03
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this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.2

Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 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 he consistent with current Insurance Industry Utility practices for
similar property.
15.12 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall not he canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Sellerto Provide Certificate of insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to_Notify._Idaho Power of Loss of Covg - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURF.
16.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
Exhibit 2103 beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence, GNR-E-11-03
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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, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. if either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(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 causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LAND RIGHTS
17.1 SellerjpPryIc Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
casements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall he subject to
Idaho Power's approval and in recordable form.
- 19-
Exhibit 2103
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17.2 Use of Public jjghts-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
17.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller Pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
Exhibit 2103 resolution and the decision of the Commission will be binding on the Parties, and (3) shall GNR-E-11-03
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provide Seller with an interconnection to Idaho Powers systern of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XV1I.
ARTICLE XVIII: LIABILITY; DEDICATION

18.1 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XIX: SEVERAL OBLIGATIONS

19.1 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.
ARTICLE XX: WAIVER

20.1 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 XXI: CHOICE OF LAWS AND VENUE

21.1 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.

21.2 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. Exhibit 2103
GNR-E-1 1-03
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IIEXXll: DISPUTES AND DLFAVLT

22.1 Disnttes 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.

22.2 Notice of Default -
22.2.1 imJi. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting 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 nonclefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
22.2.2 Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agreement as Material Breaches, Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.

22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may PD1Y be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
22.3.2 - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
Exhibit 2103 & M) from a Registered Professional Engineer licensed in the State of Idaho, which GNR-E-11-03
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Certification of Ongoing 0 & 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
22.3.3 Licenses and Permits - During the lull term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure will be an event of default
and mayjy be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXIII: GOVERNMENTAL AUTHORIZATION

23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER

24.1 This Agreement shall 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 XXV: SUCCESSORS AND ASSIGNS

25.1 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, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
Exhibit 2103 first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing, GNRE1103
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any party 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 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 XXVI: MODIFICATION

26.1 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 XXVII: TAXES

27.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVIII: NOTICRS

28.1 All written notices under this agreement shall be directed as follows and shall he considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Golden Valley Wind Park, LLC
1424 Dodge Ave.
Helena, MT 59601
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
Exhibit 2103
GNR-E-1 1-03 -24- R. Guy: Idaho Wind Partners I, LLC
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Cony of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBox 70
Boise, Idaho 83707
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS

29.1 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
ARTICLE XXX: SEVERABILITY

30,1 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 XXXI: COUNTERPARTS

31.1 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 XXXIF. ENTIRE AGREEMENT

32.1 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 Exhibit 2103
GNR-E-1 1-03 25- R. Guy: Idaho Wind Partners I, LLC
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in their respective names on the dates set forth below:
Idaho Power Co an den Valley Wind Park LA
By By
N. Vern Porter Mgr Power Supply Operations James T. Caikutis - Managing Member
Dated Dated
MA'? S 1 20o5
,
,
"Idaho Power" "Seller"
APPENDIX A
A —I 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
P0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
Exhibit 2103
GNR-E-1 1-03
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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 Station Metered
Outou U.1age Maximum Generation
Meter Number:

End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference:

Times Meter Constant: Net Generation

kWh for the Month: -
Metered Demand:
Breaker Opening Record Breaker Closing Record
Date Time
:iE'TT f

* BreakerOpeningReasonCodes

I Lack of Adequate Prime Mover I hereby certify that the above meter readings are

2 Forced Outage of Facility true and correct as of Midnight on the last (lay of the

3 Disturbance of IPCo System above month and that the switching record is accurate

4 Scheduled Maintenance and complete as required by the Firm Energy Sales

5 Testing of Protection Systems Agreement to which I am a Party.
6 Cause Unknown

7 Other (Explain)
Signature Date
Exhibit 2103
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A-2 ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Repoing
Call daily by 10a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unpjpned Project outages
Call 1-800-345-1319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coining back online
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project _On-site Contact information
Telephone Number: ____________
Exhibit 2103
GNR-E-1 1-03
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APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31765160
GOLDEN VALLEY WIND PARK
B-i DESCRIPTION OF FACILITY
The Facility will consist of 7 Wind turbines model GE sk with individual generator ratings of 1.5
MW for each unit, for a total Facility generator rating of 10.5 MW.
B-2 LOCATION OF FACILITY
Near: Burley, Idaho
Sections: B ½. E ½ of 24 Township: 11 S Range:21 E County: ..Cassia _— Idaho.
13-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected .pril 31,2006 _.as the estimated Scheduled First Energy Date.
Seller has selected .- June_1,2006 .. as the estimated 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. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
13-4 MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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.
Exhibit 2103
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B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation interconnection process the Point of Delivery identified by this
process 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 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 both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime 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 months kWh loss calculations.
B-? METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry Exhibit 2103
GNR-E-1 1-03
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equipment must he able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
will 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. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to 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 Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to he reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-7 SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will he in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and GNR-E-11-03
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Maintenance Charges specified in Schedule 72.
B-8 REACTIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-9 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (I) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not he limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
Exhibit 2103
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provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power Provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interco nnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-lO COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Exhibit 2103 Facility. The monthly operations and maintenance charge will be based upon the initial cost paid GNR-E-11-03 -34- R. Guy: Idaho Wind Partners I, LLC
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by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B- 11 SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72, the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
Exhibit 2103
GNR-E-1 1-03
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51412005
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned -, on behalf of himself and
hereinafter collectively referred to as "Engineer,
hereby states and certifies to the Seller as follows
I That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter 'Agreement," between
Idaho Power as Buyer, and Golden Valley Wind Park, LLC as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafter referred to as
the "Project."
4.That the Project, which is commonly known as the Golden Valley Wind Park Project, is located
in Section E ½, E ½ of 24, Township .U, Range 21 E, Boise Meridian, Cassia 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, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
-36- 36-
Exhibit Exhibit 2103
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 37
514/2005
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to ,the Seller as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and Golden Valley Wind Park, LLC as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No, and hereinafter referred to as the
"Project".
4.That the Project, which is commonly known as the Golden Valley Wind Park Project, is located
at 550 South ,700 West, Burley, Idaho
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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 Exhibit 2103
GNR-E-1 1-03 -39- R. Guy: Idaho Wind Partners I, LLC
Page 38
51412005
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
knowledge and therefore sets his hand and seal below.
M.
(RE. Stamp)
Date
Exhibit 2103
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 39
51412005
-39-
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as Engineer",
hereby states and certifies to Idaho Power as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and Golden Valley Wind Park, LLC 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 JPCo Facility No and is hereinafter
referred to as the "Project.
4.That the Project, which is commonly known as the Golden Valley Wind Park Project, is
located in Section /z, B ½ of 24, Township fl, Range 2IE, Boise Meridian, Cassia 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
Exhibit 2103
GNR-E-1 1-03
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Page 40
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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 knowledge and therefore sets his hand and seal below.
UA
(P.E. Stamp)
Date
Project's producing at or near the design electrical output, efficiency and plant factor for a
year period.

9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.

10, That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
Exhibit 2103
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 42
5/4/2005
.Qf2JTi7
'H.
FIRM ENERGY SALES AGREEMENT'
BETWEEN
IDAHO POWER COMPANY
AND '1i
MILNER DAM WIND PARK LLC
TABLE OF CONTENTS
Article TITLE
Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Bate
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
10 Disconnection Equipment
11 Metering and Telemetry
12 Records
13 Protection
14 Operations
15 Indemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liability; Dedication
19 Several Obligations
20 Waiver
21 Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Exhibit 2104
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
10!10/2005
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
MILNER DAM WIND PARK LLC
Project Number: 31720190
THIS AGREEMENT, entered into on this f '1 day of 2005 between
MILNER DAM WIND PARK, an Idaho limited liability company (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
"Parties" or individually as "Party."
WITNESSETI-1:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's 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 "commission" -The Idaho Public Utilities Commission.
1.2 "contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.3 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 "Disconnection Equipment" All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 "çilit" - That electric generation facility described in Appendix B of this Agreement.
Exhibit 2104
GNR-E-11-03
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Page 2
1011012005
1.6 "First jEnergy ate" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article TV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.

1.7 "Generation Interconnection Process" - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.

1.8 "Inadvertent_Engy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9"Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10"Initial _Capiiy_Determination"_— The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.

1.11 "g" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement,

1.12 "Market Energy Cost" - Eighty-five percent (85%) of the 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
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.

1.13 "Material Breach" - A Default (paragraph 22.2. 1) subject to paragraph 22.2.2.
Exhibit 2104
GNR-E-11-03 R. Guy: Idaho Wind Partners I, LLC
Page 3 10/10/2005
1.14 "Maximum Capacity Amount" -- The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "Mrpgcgjpnt" - All equipment specified in Schedule 72, the Generation interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Sellers electric generation plant and
Idaho Powers system.
1.16 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy.
1.17 "Operation." - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Point of Delivery" —The location specified in Appendix 13, where Idaho Power's and the
Seller's electrical facilities are interconnected.
.19 "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.
1.20 "Scheduled Operation Date" -The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
1.21 "Schedule 72" - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
.22 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
.23 "pçjal_Facilities' Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. Exhibit 2104
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4 10/10/2005
1.25 "SurDlus - (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 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 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.
I 26 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller IndeMndent 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_Expç-ts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE 111: WARRANTIES
3.1 No Warrany 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 is a "Qualifying Facility," as that term
Gi -4- R. Guy: Idaho Wind Partners I, LLC
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1011012005
is used and defined in 18 CFR §292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 292.207.
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 and approvals as set forth in paragraph 4A.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 he 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 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal anchor average operating design conditions and Station Use data. Exhibit 2104
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
10/10/2005
Page 6
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4 gipfs Certifications .. Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineers Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1 .5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnect ion — Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed
4. 1 .7 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.JE4M_AND OPERATION DATE

5.1 Tni - 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 twenty (20)
Contract Years from the Operation Date.

5.2 Operation Date -The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an Exhibit 2104
GNR-E-1 1-03 -6- R. Guy: Idaho Wind Partners I, LLC
Page 7
10/10/2005
Operation Date in written form.
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 Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY

6.1 Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount,

6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initialar Month ly Net Energy Amounts:
Month kWh
March 5,787,962
Season 1 April 4,427,728
May 4,963,825
July 3,214,413
August 3,031,353
Season 2 November 3,732,861
December 4,870,362
June 4,542,022
September 3,874,824
Season 3 October 4,945,819
January 3,863,663
February 4,585,851
-7-
Exhibit 2104
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8 10110/2005
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28.1, no
later than 5:00 PM of the 51h day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 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 ofNet Enr Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 Yd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5' day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
Exhibit 2104
GNR-E-1 1-03 - 8- R. Guy: Idaho Wind Partners I, LLC
Page 9
O/IO2O05
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will he reduced in accordance with
the following:
Where:
NBA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 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 14.3.1 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 14.2.1 or 14.3.1
TI-I = Actual total hours in the current month
Resulting formula being:
Adjusted
Net Energy = NEA
- ( ( a
G—U X NBA ) X ( EII )
)
Amount IOU TH
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy, in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
Exhibit 2104
9 GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10 10/10/2005
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Season I - (73.50 %)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.07
53.28
54.51
55.76
57.05
58.37
59.72
Season 2 - (120.00 %)
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
Season 3 - (100.00 %)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25

7.2 tiiI)lus_Energy Pri - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.

7,3 Inadvertent Energy -
7.3,1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kWh.
Energy delivered in January in excess of 7,440, 000 kWh in this example would be Exhibit 2104
GNR-E-1 1-03 _10- R. Guy: Idaho Wind Partners I, LLC
Page 11
OIIO/2005
Inadvertent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
7.4 Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
7.5 Continuing Jurisdiction of the cQmmission —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, nc., 107 Idaho
781, 693 P.2d 427 (1984); Idaho Pow rCmpany v. Idaho Public Utilities Commission, 107
Idaho 1122, 695 P.2d 1 261 (1985); AftonEnergy, Inc. v. Idaho Power Compy, 111 Idaho 925,
729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR §292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
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 and Inadvertent Energy to the Idaho Power Point of Delivery for the full Exhibit 2104
GNR-E-1 1-03 - 11- R. Guy: Idaho Wind Partners I, LLC
Page 12 10/10/2005
term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X! DISCONNECTION EQUIPMENT
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
he in accordance with Schedule 72, the Generation interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
11.1 Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this Exhibit 2104
GNR-E-11-03 -12- R. Guy: Idaho Wind Partners I, LLC
Page 13
0Il0/20O5
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.

11.2 Meter pection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. if a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made, lithe actual period cannot he determined, corrections to
the payments will be based on the shorter of (1) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.

11.3 Telemetry - Idaho Power will install, operate and maintain at Sellers expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
UARTICLE Xli- RECORDS

12.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy Exhibit 2104
GNR-E-1 1-03 13- R. Guy: Idaho Wind Partners I, LLC
Page 14
10JlO/2005
and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 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 generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (lcW) records pertaining to the Seller's Facility.
ARTICLE XIII - PROTECTION
13.1 Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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 physically interrupt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
14.1 Communicaiorts - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
Exhibit 2104
GNR-E-1 1-03
-14- R. Guy: Idaho Wind Partners!, LLC
Page 15
1011012005
14 .2 Energy Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
14.2.2 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 physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as Exhibit 2104
GNR-E-1 1-03 15 R. Guy: Idaho Wind Partners I, LLC
Page 16
10/10/2005
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation Unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("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 14,3.2 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 Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 XXVIII that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries, 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 14.3.1. 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 do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
14.5 Voltage Levels .. Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
GNRBI103 - 16- R. Guy: Idaho Wind Partners I, LLC
Page 17
1 011012005
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
necessary to accommodate the modified nominal operating voltage level.

14.6 Generator Rampjg Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or before January 31 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.
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.

14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE

15.1 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 construction, ownership, operation or Exhibit 2104
GNR-E-1 1-03 - 17- R. Guy: Idaho Wind Partners I, LLC
Page 18 10/10/2005
maintenance of, ol- by failure of, any of such Party's works or facilities used in connection with
this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.

15,2 Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 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.
15.2.2 The above insurance coverage shall be placed with an insurance company with anA.M.
Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.

15.4 Sellerto—Notify Idaho Power of Loss of Coverage - if the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE

16.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause Exhibit.2104 GNR-E-1 1-03 - 18- R. Guy: Idaho Wind Partners I, LLC
Page 19
10/10/2005
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, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(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 occulTence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall he excused as a result of such
occurrence.
ARTICLE XVII: LAN D RIGHTS
17.1 Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to Exhibit 2104
GNR-E-1 1-03 -19- R. Guy: Idaho Wind Partners I, LLC
Page 20 10/10/2005
Idaho Power's approval and in recordable form.

17.2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.

17.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.

17.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs the dispute will he submitted to the Commission for Exhibit 2104
GNR-E-11-03 20- R. Guy: Idaho Wind Partners I, LLC
Page 21
10/10/2005
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: LIABILITY: DEDICATION
18.1 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. No undertaking by one
Party to the other under any provision of this Agreement shall constitute the dedication of tat
Party's system or any portion thereof to the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XIX: SEVERAL OBLIGATIONS
19.1 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.
ARTICLE XX:_WAIVER
20.1 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 XX1: CHOICE OF LAWS AND VENUE
21.1 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
Exhibit 2104
GNR-E-1 1-03
-21- R. Guy: Idaho Wind Partners I, LLC
Page 22
10/10/2005
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXII: DISPUTES AND DEFAULT

22.1 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 he submitted to the
Commission for resolution.
22,2 Notice of Default -
22.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting 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 nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
22.2.2 Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.

22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.3.1 Insurance * Evidence of compliance with the provisions of paragraph 1i2. If Seller
fails to comply, such failure will he a Material Breach and may Qfljy he cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
22.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0 Exhibit 2104
GNR-E-1 1-03 -22- R. Guy: Idaho Wind Partners I, LLC
Page 23
10/1012005
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & 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
22.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses 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 2ILly be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XX1H: GOVERNMENTAL AUTHORIZATION
23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER
24.1 This Agreement shall 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 XXV: SUCCESSORS AND ASSIGNS
25.1 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, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being Exhibit 2104
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first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party 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. 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 XXVI: MODIFICATION

26.1 No modification to this Agreement shall he valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXVII: TAXES

27.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to he paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVIII: NOTICES

28] All written notices under this agreement shall be directed as follows and shall he considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Milner Dam Wind Park, LLC
Attn: James T, Carkulis
515 N27th Street
P.O. Box 7218
Boise, Idaho 83702
Exhibit 2104
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To Idaho Power:
Original documentto:
Vice President, Power Supply
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
29.1

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
ARTICLE XXX: SEVERABILITY
30.1 The invalidity or unènforceability 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 XXXI: COUNTERPARTS
31.1 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 XXXII: ENTIRE AGREEMENT
32.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
Exhibit 2104
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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
in their respective names on the dates set forth below:
Idaho Power Company Mil ner Dam Wind Park L.L.C.
By By 4~~g
On I C. Miller, Sr. Vice President, Power Supply James r. Carkulis
Dated Dated
"Idaho Power" "Seller"
Exhibit 2104
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APPENDIX A
A—] MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will he submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
Exhibit 2104
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State Zip
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Facility
Output
Station Station
Em= Lam Maximum Generation
kW
Net Generation
Breaker Opening Record Breaker Closing Record
Date Timc Meter I Reason ftDate Time Meter
Breaker Oveninu Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown
7 Other (Explain)
1 hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the Switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.

Signature Date
Exhibit 2104
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A-2 ROUTINE REPORTING
Idaho Power Contact Information
PiJv Energy Production Reportin
Call daily by 10a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unplanned Project outages
Call j00-345-1319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming back online
Seller's Contact Information
24-HourErjeciionalContac,
Name:
Telephone Number:
Cell Phone:
Prp ject On-site Contact information
Telephone Number:
Exhibit 2104
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I 0
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31720190
MILNER DAM WIND PARK
B-I DESCRIPTION OF FACILITY
The Facility will consist of 12 Wind turbines; model 77 GE SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 18.0 MW.
B-2 LOCATION OF FACILITY
Near:
Sections: 25, 26,L Township: TI0&.._ RangesR2OE County: Cassia Idaho.
B-3 SCHEDULED FIRST ENERGY AND OPERATION I)ATE
Seller has selected November 1, 2006 as the estimated Scheduled First Energy Date.
Seller has selected May 1, 2007 as the estimated 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. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
B-4 MAXIMUM CAPACITY AMOUNT: This value will be 19.2 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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 lime.
Exhibit 2104
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B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process 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 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 both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime 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 months kWh loss calculations.
B-7 METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry Exhibit 2104
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equipment must be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
will 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. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Sellers cost communication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Idaho Powers 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 will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
J3-7 SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and Exhibit 2104
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Maintenance Charges specified in Schedule 72.
B-8 REACTIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will he maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
13-9 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Powers system in the event of (1) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
Exhibit 2104
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provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, Operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72,
13-10 COSTS
The Idaho Power Generation Interconnection l)rOCCss and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid GNR-E.11-03 34 R. Guy: Idaho Wind Partners I, LLC
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by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-Il SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72, the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
Exhibit 2104
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafter referred to as
the "Project."
4.That the Project, which is commonly known as the 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 twenty (20) 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, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Exhibit 2104
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
Exhibit 2104
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and hereinafter referred to as the
"Project".
4.That the Project, which is commonly known as the Project,
is located at
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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. Exhibit 2104
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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
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
Exhibit 2104
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himself and
hereinafter collectively referred to as 'Engineer",
hereby states and certifies to Idaho Power as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter 'Agreement,
between Idaho Power as Buyer, and as Seller, dated ____________
3.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No and is hereinafter
referred to as the "Project".
4.That the Project, which is commonly known as the
Project, is located in Section- -, Township , Range , Boise Meridian,
County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish 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.
S. 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.
Exhibit 2104
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9.That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a __________ (__) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5,2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(PE. Stamp)
Date
Exhibit 2104
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:C
I
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAI-10 POWER COMPANY
AND
OREGON TRAIL WIND PARKL.L.C,
TABLE OF CONTENTS
Article TITLE
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
S Tcrm 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 Disconnection Equipment
Ii Metering and relcrneuy
12 Records
13 Protection
14 Operations
15 Indemnification and insurance
16 Force Majeure
17 Land Rights
18 Liability; Dedit nnn
19 Several Obligations
20 Waiver
21 Choice oiLaws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
2/15/2005 Exhibit 2105
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FIRM ENERGY SALES AGREEMENT
(10 aMW or Loss)
OREGON TRAIL WIND PARK L.L.C.
Project Number: 31315075
THIS AGREEMENT, entered into on this .j18"'.€--day of February 2005 between
OREGON TRAIL WIND PARK L.L.C. (Seller), and IDAHO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Party."
WITNESS ETI I:
WHEREAS, Seller will le5ign rnnelriicl own, maintain antI operate an etecirie generation
ticilily; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility,
TI-IEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
AR'I'lCLli I: l)lF1Nfl'l()NS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following Ilteinlings:
• I "Commission" -The Idaho Public Utilities Commission.
1.2 "ct!1I1.itc.LIii[" -. The period commencing each calendar year on the same calendar (late as the
Operation l.)ate and ending 364 days thereafter.
1.3 Facility" - Idaho Power's Systems operations Group, or any subsequent
group designated by Idaho Power.
1.4 D.jneüonEqujpnient" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any a(ldilional equipment specified in Appendix B.
1.5 "Facility" -That electric generation facility (IL'rJlxAl in Appendix 1-3 of this Agreement.
2/1812005 Exhibit 2105
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L6 - The day commencing at 0001 hours, Mountain Time, following the (Jay that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho l'ower's system at the Point of Delivery.
1.7 "Generation _Interconnection Process" - Idaho Power's generation interconnection application
and engineering LCVeW process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 "Inadvertent Energy" - llectric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement
1.9 - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 ñLiiii _Determination"i— The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1-11 "Losses" •'l'he loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between tIre point where tIre Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.12 "Markm Eighty five percent (85%) of the weighted average of the daily on-peak
and off -peak Dow Jones Mid-Columbia Index (1)ow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will rnnlnally agree upon it replacement index, which is similar to the Dow Jones Mid-
Columbia Index, The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "Material Breach"-- A Default (paragraph 222.1) subject to paragraph 22.2.2.
-2-

211 8t2(X)5 Exhibit 2105
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1.14 'um Capacity Amount" - The maximum capacity (MW) of the Facility will he as
specified in Appendix B of this Agreement.

1.15 "MIgrj.ljgEcuiprnent" - All equipment specified in Schedule 72, the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix J3 required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power sy;tem.

1.16 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include inadvertent
Energy.

1.17 "Operation Date" -The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.

1.18 'PoiifDelivet" -The location specified in Appendix 1 -3, where Idaho Power's and the
Seller's electrical facilities are interconnected.

1.19 1 tIc1gLjI.Briicjjc_" —Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
aiely, clepclldal)ly, cificiently and cconomically.

1.20 "Scheduled Omration Date" -The (late specified in Appendix 13 when Seller anticipates
achieving the Operation Date.

1.21 "Schedule 72" .- Idaho Pawpr' s 'I'ari If No In 1 . ' .v' .v,.h&.diiIet 77 or its Si i'eisnr srh,h ili.s as
approved by the Commission.

1.22 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.

1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.

1.24 "5j.p jJ.." - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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Exhibit 2105
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
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1.25 "ijIergy" ([)Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% or the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2. or (2) If ihe Net Energy
produced by the Seller's I'aciltty and delivered to the Idaho Power electrical system during the
month is less than 90% of the monthly 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.

1.26 "Total _Cost .gf the _ç.jLjt" -The total cost of strueltires, c'cpiipmaul and appiirtnnncas
ARTICLE 11: NO RELIANCE ON IDAHO POWER

2.1 - 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 01' 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 Exp.erL - All piofessiouals or experts including, but nut lititited to, etlgitteeis,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions conlen)plated by this Agreement have been solely those of Seller.
AR'liCLI III: WARRANTIES

3.1 No Warranty l Idaho Power - Any review, acceptance of- failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho
l'ower 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_Facilj(yStatus - Seller warrants that the Facility is a "Qualifying Facility," as that term
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R. Guy: Idaho Wind Partners I, LLC
Page 5
is used and defined in 18 CFR §292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime (luring the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEI'TANCE 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, Seller shall
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 8, 18 CFR 292.207.
4. 1.2 Ql! ion .sCounsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the Slate of Idaho providing an
opinion that Seller's licenses, permits 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, cuuncl ia of the opinion that Sellei iN in ,iit.,sinutial
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 he 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 (l991).
4.1 .3 Initial CaI?acltyD.eterrnination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity I)eterminaiion. Such dam will include
but not he limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4 Engineer's Cer ti fications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as desci ibed in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may he modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
1.1.5 Insurance - Submit written proof to Idaho Power of all inurnnce required in Article XV
4.1.6 Interconnection.— Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1 .7 Wrillen Acç .pfloc_e - 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 he unreasonably withheld by Idaho Power.
ARTICLE \': TERM AND OPERATION DATE

5.1 :.:w - 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 fora period of twenty (20)
Contract Years from the Operation Date.

5.2 0 -The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Powers satisfaction that the Facility is complete and
able to provide energy in it consistent, reliable and safe manner and has requested an
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Operation Date in written form.
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 he unreasonably withheld by Idaho Power.

5.3 Seller's faihire to achieve the Operation Date within Len (10) months of the Scheduled Operation
J)ate will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY

6.1 Delivery Net Energy .. Except wh'n either Party's perfornmnc~ is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. AL no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.

6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2. I Initial Year _MoflJ!!yNetEueigy ,'unouut
Mouth kWh
March 3,1 00,625
Season I April 2,689,296
May 2,501,984
July 1,91.0,208
August 1,781,958
Season 2 November 1,884,234
December 2,425,295
June 2,711,046
September 2,422,340
Season 3 October 2,621,565
January 1,923,853
February 2,559,792
7
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6.2.2 Qggoing Mol !jiy_Ngt cgy,jflQ .ip - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will he provided to Idaho Power by Written notice in accordance with paragraph 28. 1, no
later than 5:00 PM of the 5 day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the initial Year Monthly Net Energy
Amounts specified in paragraph 61.1 for the next 3 months of monthly Net Energy
an)ohlnts.
6.2.3Seller's Asiientof Net ergyAmount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, the Seller may revise all of the pieviotisly
provided Initial Year Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 3 month after the Operation Date and at the end
of every third month thereafter: (I) the Seller may not revise the immediate next
three months ot previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an ele.'iinn of no
change.
6.2.4 IdahoJPower_Ajjmei[fL. pprgyApvji -- if Idaho Power is excused front
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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6.3
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGI I = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 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 14.3.1 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.
psi-I = Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3.1
TI-I = Actual total hours in the current month
Adjusted
= NlA
( (

X NBA ) X
(
P511
) ) Net Eiergy
Amount
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
Unless CXCLISe(l by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least tell pe-reclld (10%) of [lie sum of (lie Initial Yen Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 2964 with seasonalization factors applied:
Year
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Season I - (73.50 %)
Mills/kWh
37.00
37.85
38.73
39.62
40.53
41.46
42.42
43.39
44.39
45.42
46.47
47.54
48.63
49.76
50.91
52.07
53.28
54.51
55.76
57.05
58.37
59.72
Season 2 - (120.00 %)
Mills/kWh
60.41
61.80
63.23
64.68
66.17
67.69
69.25
70.85
72.48
74.16
75.86
77.62
79.40
81.24
83.11
85.02
86.99
88.99
91.04
93.14
95.29
97.50
Season 3 -(100.00 %)
Mills/kWh
50.34
51.50
52.69
53.90
55.14
56.41
57.71
59.04
60.40
61.80
63.22
64.68
66.17
67.70
69.26
70.85
72.49
74.16
75.87
77.62
79.41
81.25

7.2 - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1,
whichever is lower.

7.3 Iiiaclvcitcnt Energy -
7.3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller dcl ivers to Idaho Power at the Point of Delivery that exceeds 10,000kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 times 10,000 kW = 7,440,00() kWh. Energy
delivered in January in excess of 7,440, 000 kWh in this example would be Inadvertent
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Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than It)
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy

7.4 Payment Due Data Energy payments to the Seller will bedisbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A

7.5 Continuing Jurisdiction of the Commis sion —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 Cornoariv v. Idaho Public Utilities Commission and Afton Hn g Inc., 107 Idaho
781, 693 P.2(1 427 (1984); tlo Power CopjjjyyJthiho Public Utilities Commission, 107
Idaho 1122,695 P.2d I 261 (1985); Afton Energjnc. v. Idaho Power Compar!y, Ill Idaho 925,
729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR §292.303-308.
ARTICLE VIII: _ENVIRONMENTAL _ATI'RIBUTES

8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tagi, Green Certificates. Renewable h'oergy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE IX: FACILITY AND INTERCONNECTION

9.1 DrjgpofRtciijty - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
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term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Cieneration Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment cost, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
AIrT't(i RXJ)ISCnIECTIONRQIJIPMENT
10.1 Except as Specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI. METERING ANt) TtiLEMLTR\'
11.1 - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 7'), citsnrat ion
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will he at
the location and the type required to measure, record and report the Facility's Net Energy, Station
Use. Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall he borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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Page 13
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix 13 of this Agreement. All meters used to determine the billing hereunder shall he
sealed and the seals shall he broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.

11.2 Meter Insoection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix I) of
this Agreement. Ii requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall he
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, Corrections to
the pityil lei Its will be based ott the lwi tci of (I) a IXOMI equal to uu ic-h [it l I I te ti i tie ft ott t the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.

11.3 Teleme - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Powers Designated Dispatch Facility.
AR'l'ICLE XII - RECORDS

12.1 Maintenance of Record - Seller shall maintain at the Facility or such other location mutually
acceptable to' the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
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and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 Inspeclion - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to Inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XIII - PROTECTION
13.1 Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix 13
of this Agreement, Prudent Electrical Practices, the National Elvirieal Cnth, flin Niina1
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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 physically interrupt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
cleenis appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such internil)lion prior to its occurrence as prvielcd in Inuagiaph 14.9. Scilet shall piuvide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing,
MiILC.LE Xl./.QPERATiONS
14-1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14.2 'gycçpjjiice
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Page 15
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, it it is prevented from doing so by an event of Force Maleure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies,

electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
deliveries for a period that exceeds twenty (70) days, beginning with the iwenty-iirt day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at it rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
14.2.2 II, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Powers
equipment, personnel or service to its customers, Idaho Power may physically interrupt
the flow of energy from the Facility as speciheti within Schedule 72 ot take sufAi uttiet
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maxintitin
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 SiJ)ccj.6LeISuspsnsinof Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice its
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
- 15-
211512005 Exhibit 2105
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declined 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 14.3.2 and will continue for the
time as speciIel (not less tliaii 48 hours) in the wiitteii iiutificitiuii provided by the
Seller. In the month(s) in which the Declare(] Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
1.1 .3.2 If the Seller desirtu; to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3. I, 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 lull 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 XXV1II that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate if Declared Suspension of Energy Deliveries. 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 14.3.1. 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 do an event of Force Majcure of-
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
145 Voltaae Levels - '.11er, in accordance with Pnidenl Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
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necessary to accommodate the modified nominal operating voltage level.

14.6 Generator .Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may 1)0 required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Mai ten cc - On or before January 31 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.
The Parties determination as In ihe accs'.ptahilily of the. .celhr's tinitnhle for schacliiled
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.

14.8 Maintenance Coordination The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller aderstatids that iii the ease of ci itci geticy CiICUJ totaijees, cat 6111C upei at kais of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE

15.1 JiWe - 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 l'arty's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
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this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.

15.2 lnsuranc During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 Comprehensive General Liability ttistiiaitcc for built bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall he consistent with current insurance Industry Utility practices for
similar tioiei'.
15.2.2 The above insurance coverage shall he placed with an insurance company with an A.M.
Best Company rating of A. 01. better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) clays' prior written notice to Idaho Power.
15.3 Sell ero. Provide _Certificate of Insur ance - As required in paragraph 4.1.5 herein and annually
Iherealter, 5e1ler shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.

15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the cavprae will conctitute a Material Breach of this Agreement.
A RTICLE XVJ. FORCE MAJEURE

16.1 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,
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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 disturbance-s,
earthquakes, fires, lightning, epidemics, sabotage, or changes in Jaw or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall he unable to
overcome. If eitlici 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 front
whatever performance is affected by the event of Force Majeure, provided that:
(I) The non-performing Party shall, as soon as i ratnnahly pn.~.Rihln. aI'l'.r Ilie
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurrence.
(2)The suspension of performance shall he of no greater scope and of lit) longer
duration than is required by the event of Force Majeure.
(3)No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LAND RIGHTS
17.1 Seller to Provide Seller hereby grants to kluho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall he subject to
Idaho Power's approval and in recordable form.
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17.2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller sock and receive from any local, stale or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim iis of snh pnhli right-of-way for such purposes at any
time. Ixcept as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.

17.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly coiisti ucied feilitie. Ece1,t its iequiied by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17ACondition,,; oflJ - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way, lf the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: LIABIUTY; DEDICATION

18.1 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
A RTJCL.l: XD(- S1VFfl At. ORI .WIATIONS

19.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and notjoint 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 wider this
Agreement.
ARTICLE XX: WAIVER

20.1 Any waiver at any lime 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 nmtter
ART1CL XX1: CHOICE OF LAWS AND VENUE

21.1 This Agreement shall he construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.

21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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ARTICLE XXII: DISPUTES AND DEFAULT

22.1 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 he submitted to the
Commission for resolution.

22.2 Notice of Default -
22.2. I Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Party shall cause notice in
writing in be given In the defaulting Party, specifying the manner in which citch
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) clays 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
l)USUC such cure, then, the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
22.2.2 Material Breaches -The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults kIei ified hi this Agi ecillel it as Matei ial Bi caches. Materiel l3ieachies lilusi
be cured as expeditiously as possible following occurrence of the breach.

22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
223.1 cc Evidence of compliance with the provisions of paragraph 15,2. If Seller
fails to comply, such failure will be a Material Breach and may Qniy be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
22.3.2 Engineer',; Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
& M) from a Registered Professional Engineer licensed in tile State of Idaho, which
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Certification of Ongoing 0 & lvi shall he 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
22.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses cleseribp.d in paiagraph 4. 1 . I or to provide
the documentation required by this paragraph, such failure will bean event of dethult
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXIII: GOVERNMENTAL AUTHORIZATION

23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE. XXIV: COMMISSION ORDER

24.1 l'his Agreement shall 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 he allowed as prudently incurred expenses for ratemaking purposes.
AR:rlCI.E XXV: SUCCESSORS AND ASSIGNS

25.1 This Agreement and all of the terms and provisions hereof shall he binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that 110 assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
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any party 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. This article shall not prevent a financing entity
with recorded or secured tights from exercising all rights and remedies available to it tinder law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
A1T1C1 .R XXVI MODIFICATION

26.1 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 XXVII: TAXES

27.1 Each Party shall pay before delinquency all taxes and other governmental charges which, iffailed
to he paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVIIt. NOTICES

28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Oregon Trail Wind Park L.L.C.
Attn: Larry Leib
1424 Dodge Ave
Helena, MT 59601
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To Idaho Power:
Ori2inal document to:
Vice President, Power Supply
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
Co J?Y-qf-doculilent to:
Cogeneration and Small Power Production
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
29 I

This Agre'.ment includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix 13 - Facility and Point of Delivery
Appendix C - Engineer's Certifications
ARTICLE XXX: SEVERABILiTY
30. 1 The invalidity or unenforceubility of any term or provision of this Agreement hatl 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 XXXI: COUNTERPARTS
31.1 This Agicemeni 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 XXXII: ENTIRE AGREEMENT
32.1 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
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Parties concerning the subiect matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement. to be executed
in their respect ye names on the dates set forth below:
Idaho JPower cpnipeny L.LC.
By ./ J By
N. Vcrn Porter- Mgr Power Supply Operations James Carkulis
Dated Dated
f6iL'y 2oo_• . . .../ . (
"Idaho Power" "Seller"
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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
Ann: Cogeneration and Small Power Production
P Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Lquipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Idaho Power Company
Cogeneration and Sinai] Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Projet Name Project Number:
Address Phone Number:
City State Zip
Facility Station Station
Output Lam lle
I4 fr
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Metered
Maximum Gcneraliu
kW
Times Meter Constant: Net Generation
kWh for the Month:
Metered Demand:
Breaker Closing Record
Tti LT4TIfft
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature Mite
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Breaker Opening Record LffJ! Time JIiI1
itreaker Oncnini Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 i)istnrhnne of IPCn Systn
4 Scheduled Maintenance
S Testing of Protection Systems
6 Cause Unknown
7 Other (Explain)
A-2 ROUTINE REPORTING
Idaho Power Contact Information
i)aiiybnergy Production Reporting
Call daily by 10 am, 1-800-356-4328 or and leave the following
in formation:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Un planned Project outages
Call 1800_3451319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming hack online
Seller's Contact Information
4LicLQDi0!iaICont act
Name:
Telephone Number:
Cell Phone:
Prtijct_ On-site Contact information
Telephone Number:
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APPENDIX 13
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315075
OREGON TRAIL WIND PARK
B-i 1)ESCRIPTIC)N OF FACILITY
The Facility will consist of 7 GE Wind turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, fora total Facility generator rating of 10.5 MW.
13-2 LOCATION OF FACILITY
Near: Jiagerman, Idaho
Sections: l?!. Township:.._ Range:...J..2F . County:. Twin Falls
R-' SCHl:ffIJlj:D FIRST 1NIRGY AND OPERATION DATE
Seller has selected December 31,2005 as the estimated Scheduled First Energy Date.
Seller has selected January 15,206 as the estimated 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 all Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation interconnection
Process.
B-4 MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. This
value is the nlaxiniuin energy (MW) that potentially could be delivered by the Seller's Facility to
the Idaho Power electrical system at any moment in time.
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13-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
13-6 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 he calculated
for this Facility. lithe Idaho Power Metering is unable to measure the exact cilergy 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% ot 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
specilicatiulls, coiLduetul dc) of all of the ckctrkat equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
he agreed to by both pat -ties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime during the term of this Agreement. Idaho Power Ietermine 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 months kWh loss calculations.
13-7 METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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equipment must be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
will 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. The entire Generation
Intcreonticction process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to Idaho Power's communications
equipmont and rletlicaterl 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 will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will he in accordance with
Schedule 72 and the total metering Cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-7 SPECIAL FACILI'I'IES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not be limited to equipment
specifications, equipment location, Idaho Power provided equipment, Setter provided equipment,
and all costs associated with the equipment, design and installation of the Idaho Power provided
equipment. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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Maintenance Charges specified in Schedule 72.
B-8 REACTIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
10 he supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
systeni to meet the Facility's reactive power rcquircrncnts. These specifications will 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 oqnipmeni The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will he maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation ot the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-9 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Sellers Facility will be disconnected from
Idaho Power's system in the event of (I) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Hquipment specifications and requirements fr this Faeility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will 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 will install all Seller provided equipment, control wire
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and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will lest the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment Sl)eCifiCatiOflS and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to he reimbursed to Idaho Power by the Seller.
Payment of these Asts will he. in accorrinnne, with Scherhile 77. and the total T)i.ccnnnctinn
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-10 COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment. Protection equipment and Interconnection hquipment. As specified in the (ieneration
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
iusialtatin and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment arid the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will he adjusted to
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G
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will he revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
13-1 I SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
611- lisliPil liitrr.nnnretion Facilities as required under Schedule 72. the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Powers nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not 10 obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power,
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as 'Engineer,"
hereby statci. and certifies in I he Sell erac follows
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho,
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter 'Agreement, between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as lPCo Facility No. and is hereinafter referred to as
the "Project."
4.Thai the Project, which is commonly known as the
Pinjeet, is k,..nted ill Suction , Townshi1,
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 twenty (20) 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, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
That Engineer recognizes that Idaho Power, in accordance with liarugiuph 12 of the Agieeitieiit,
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
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
2/18/2()05 Exhibit 2105
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 38
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
Thc. undersigned ____._..., on behalf of himself and
_________ hereinafter collectively referred to as "Engineer," hereby
states arid certifies to the Seller as follows:
That Fnginetr is a I .icensncl Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement." between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as lPCo Facility No. and hereinafter referred to as the
"Project".
4.That the Project, which is commonly known as
I'iujecl, o, located at
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6.That Engineer has substantial experience in the design, construction and operal ion 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.
.

That Engineer has made it physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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
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4
remaining years of the Agreement.
That Iingmeer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreenient,
is relying on tmgineer'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
knowledge and therefore sets his hand and seal below.
By
(l'.E. Stamp)
Date
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R. Guy: Idaho Wind Partners I, LLC
Page 40
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned ......, on behalf of himself and
hereinafter collectively referred to as "Engineer',
hereby states and certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement',
between Idaho Power as }3uyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the
Agreement and this Statement is identified as IPCo Facility No and is hereinafter
referred to as the "Project".
4.That the Project, which is commonly known as the
Project, is located in Section _______,Township
Range, Boise Meridian, County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish 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 th 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.
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9.That the Protect has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of' the Agreement and wlth l'iudent Electrical Practices for a year period.
II. That Engineer recognizes that Idaho Power, in accordance with paragraph .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 knowledge and therefore sets his hand and seal below.
(P.13. Stamp)
Date
21)5/2005 Exhibit 2105
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ocI4
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
PILGRIM STAGE STATION WIND PARK L.L.C.
TABLE OF CONTENTS
Article TITLE
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
to Disconnection Equipment
II Metering and Telemetry
12 Records
13 Protection
14 Operations
IS Indemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liability; Dedication
19 Several Obligations
20 Waiver
21 Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire i\glecineni Signitw e'
Appendix A
Appendix B
Appendix C
2/I
Exhibit 2106
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Pagel
4
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
PILGRiM STAGE STATIONWINI) PARIck.L.C.
Project Number: 31315045
THIS AGREEMENT, entered into on this of February 2005 between
PILGRIM STAGE STATION WIND PARK L.L.C. (Seller), and IDAI-10 POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Party."
WITNESSETH:
WHEREAS, Seller wilt design, construct, own, maintain and operate an electric generation
faci lit)'; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's 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 "Commission" The Idaho Public Utilities Commission.

1.2 "Contract - The period commencing each calendar year on the same calendar date its the
Operation Date and ending 364 clays throafter.

1.3 - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.

1.4 "Dsconnectin_Eqpmeni" All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix 13.

1.5 "Facility" That electric generation facility described in Appendix B of this Agreement.
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1.6 "First Energy Date .. The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
I .7Generatiolnterconecuon_Pess" -- Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconilectron in compliance with all applir'ahle regulatory requirements. Prudent Electrical
Practices and national safety standards.

1.8 "Inadvertent_ Energy" .- Electric energy Seller does not intend 10 generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.

1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 _111ifial itpihgiif.— The process by which Idaho Power confirms that under
normal or average design conditions the l::acility will generate at no more than 10 average MW
per month and is thcrel'ore eligible to he paid the published rates ill aceuidiiice %Vilh Curirruissiuri
Order No. 29632.

1.11 "Losses" -The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
Of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix 13 of this Agreement.

.12 'Mrket.Encrgy.Cost" -- Eighty-five percent (85%) of die weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (1)0w Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.

.13 "Material Breach" - A Default (paragraph 22.2. 1) subject to paragraph 22.2.2.
Exhibit 2106
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R. Guy: Idaho Wind Partners I, LLC
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1.14 "Maximum pgjtAmount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
• 1.5 "Muterig Eouipmcnt' - All equipment specified in Schedule 72, the Generation interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
1.16 "Net Energy" - All of this electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy.
1.17 "QjtLQijjte" --The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
j.i8 "Point of Deliveiy" -The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.19 "Fudent Electrical Practic es" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to Operate electric equipment lawfully,
nfely, dependably, efficiently and economically.
1.20 -. The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
1.21 "ce.dj.e2 - Idaho Power's Tariff No WI, Schedule 72 or its successor schedules as
approved by the Commission.
1.22 "isQ.g" The three periods identified in paragraph 6.2. I of this Agreement.
1.23 "Special Facilities" Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule. 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "Station _Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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1,25 "Surplus Energy" - (1) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical system (luring the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2. or (2) If the Net Energy
produced by the Seller's Facility and delivered to the Idaho Power electrical System during the
month is less than 90% of the monthly Net Energy Amount for the corresponding month
specified in paragraph 62, 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.

1.26 Total Cost of the Facility the total cost at structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 - 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 duit it is capable of' poi I'oi tiling liet eutidei and has Ito! tel led upot
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplate(] by this Agreement.

2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE Ill: 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, specitications, equipment or facilities, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.

3.2 Ly. Ll i fyigacUiiyStatus - Seller warrants that the Facility is a "Qualifying Facility," as that term
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Exhibit 2106
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R. Guy: Idaho Wind Partners I, LLC
Page 5
is used and defined in 18 CFR §292.207. After initial qualification, Seller will take such steps as
may he required to maintain the Facility's Qualifying Facility status during the term of this
Agieeiiicnt 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 292.207.
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 and approvals as set forth in paragraph 4.1.
above are legally and validly issued, are held in the name of the Seller and, based on
i rca:onnble independent review, counsel is of the opinion that Seller ic in substantial
compliance with said permits as of the slate 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 he interpreted in accordance with the legal Opinion accord
of the American Bar Association Section of Business Law (1991).
4.1 .3 iJ..IcJ)acity .Delermination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not he limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable tinic
4.1.4 - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
((.)&M) Policy as described in Commission Order No 91600, i'lise ceili ficats will he
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit Wiittei) proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4. I.? WrittenAcceptance * Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
l)rov(Ie(l within it commercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATF

5.1 TenIn 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 it period of twenty (20)
Contract Years from the Operation Date.

5.2 Operation Qzt1 -The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Powers satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable arid safe manner and has requested an
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Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7
Operation Date in written form.
ci) Seller has requested an Operation Date from Idaho Power in a written format.
) Seller has received written confirmation from Idaho Power ol the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
5.3 Seller's failure to achieve the Operation Date within ten (10) months ol' the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Encigy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also he
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Nç_igegy_Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2. I Initial Year .Monthly Net EngiAmowits:
Month kWh
March 3,100,625
Season I April 2,689,296
May 2,501,984
July 1,910,208
August 1,78 1,958
Season 2 November 1,884,234
December 2,425.295
June 2,711,046
September 2,422,310
Season 3 October 2,621,565
January 1.923,853
February 2,559,792
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6.2.2 On going Monthly Net Energy Awg: - Seller shall initially provide Idaho Power with
one year of' monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28, 1, no
later than 5:00 PM of the 5th day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in it timely manner, Idaho
Power will use the most recent 3 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 -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3" month after the Operation Date and at the end
of every third month thereafter: (I) the Seller 11jayrjot revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to he an election of no
change.

6.2.4 Idaho Power .Adiustment. cf.,NL.intrgy._AnioutiiA -. If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
it Suspension of Energy Deliveries as specified in paragraph 143.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
thc following:
Where:
NRA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU a.) if Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
h.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 14.3. 1. this value will he the suni 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
Deli vciie>.
TGU = Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
RSFF - Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 14.2.1 or 14.3.1
'I'll = Actual total hours in the current month
I!1JL_. -

Net Enera = NE-'A. ( ( X NRA )
Amount
Ly
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific inuinh in which Idaho Powci was excused flow accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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Page 10
ARTICLE VII: PURCHASE PRICE ANI) METHOD OF PAYMENT
7.1 Net EnergyPurchase Price For all Net Energy, Idaho Power will pay the non-levelized energy
1)iicc in occordancc with Commission Order 29646 with soasonalization factors applied:
Season I - (73.50%) Season 2 - (120.00%) Season 3 - (100.00%)
Year Mills/kWh Mills/kWh Mills/kWh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 4053 6617 5514
2010 41.46 67.69 56.41
2011 42.42 69.25 57.71
2012 43.30 70.85 69.04
2013 44.39 72.48 60.40
2014 45.42 74.16 61.80
201 b 4 6 41 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.17
2018 49.76 81.24 67.70
2019 50.91 83.11 69.26
2020 52.07 85.02 70.85
2021 53.28 86.99 72.49
2022 54.51 88.99 74.16
2023 55.76 91.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2U2b b9.12 97.50 81.25
7.2 So. plus EgergyPjjce - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.1
whichever is lower.
7.3 Inadvertent_Energy
7.3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 times 10,000 kW = 7,440,000 kWh. Energy
delivered in January in excess of 7,440, 000 kWh in this example would be Inadvertent
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Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
7.4 1jayment,_Due Date - Energy payments to the Seller will be dishursed within 10 (lays of iho dait'
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.
7.5ConfinuinR Jurisdiction of the Commission —This Agreement is it special contract and, as such,
the rates, terms and conditions contained in this Agreement will he construed in accordance with
Idaho Power jgyv. Idahojtth!ic Utilities Commission_andt9. 107 Idaho
781, 693 P.2d 427 (1984); Idaho Power Company v. IdahoPublic Utilities Commi.ssion, 107
Idaho 1122,695 1'.2d I 261 (1985); Afton Energy. Inc. v. Idaho Pow .erConipany, Ill Idaho 923,
729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR §292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to. Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
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 and Inadvertent Energy to the Idaho Power Point of Deliveiy for the full
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Exhibit 2106
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term of the Agreement.
9.2 Interconnection Fes - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in aecordanoe with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
spcil itd in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by 1dho Power for equipment costs, installation costs and Ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION FOUllM
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment Costs, iin,tallatiuu costs anal Iiluliu Puwei ongoing iiiuntlity opel atiuiis
and monthly maintenance expenses.
ARTICLE Xl: METERING AND TELEMETRY
11.1 ieñng and Telemetry Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Powers actual cost of providing this
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Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
scaled and the seals shall be broken only by Idaho Power when the meters arc to be inspected,
tested or adjusted.

11 .2 MeterjpggjQg - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed ac specified in Appendix B of
this Agreement. if requested by Seller, Idaho Power shall make it special inspection or test ol a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. 111'a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the paynients Seller has recel veil shall be iriatic
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (I) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.

11.3 Tsdemiry - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will he capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Powers Designated Dispatch Facility.
ARlIULE X I - RhCOI(l)S

12.1 Maintenance ofRecords - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
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R. Guy: Idaho Wind Partners I, LLC
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and maximum generation (kW) records in it form and content recommended by Idaho Power.
12.2 Inspection - Either Party, after reasonable notice to the oilier Party, shall have the right, during
normal t)usiI)c55 how, to inspect and audit any or all generation, Net Energy, Station Usc,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICI .F. Xiii -PROTP.CTW)N
13.1 Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, stale and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. If, in the reasonable opinion of
Idaho Power, Seller's operation of the Facility or Interconnection Facilities is iinsalè or may
otherwise adversely aflèct Idaho Power's equipment., personnel or service to its customers, Idaho
Power may physically interrupt the now of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence a provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
14.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho lowers Designated Dispatch l-aciliLy in accordance with
Appendix A of this Agreement.
14.2 Elleray. Acceptance —
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14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Mojeute, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system oporatiiig conditions on its system or as otherwise required
by Prudent Electrical Practices, If, for reasons other than an event of Force Majeure,
Idaho Power requires such it curtailment, interruption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) (lays, beginning with the twenty-first day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro ram daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
14.2.2 Ii, in the reasonable opinion of Idaho Power, Sellet s upetatiuti of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Powers
equipment, personnel or service to its customers, Idaho Power may physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller _Declared Su spension of Energy Deliveries
14-3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Iorce Mateure or by neglect, disrepair or lack or adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
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R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared SuS1)oflaiOn of Energy I)etivorie"). The Soller'a 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 14.3.2 and will continue for the
time s 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 Net
Energy Amount will be adusted as specified in paragraph 6.2A.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will he at the
earliest the next lull 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 Ai tide XXVIII that will contain the Liegiaiiiiig huw and dui at iui i ut' tIc
Declared Suspension of Energy Deliveries and it description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries, Idaho Power will
review the documentation provided by the Seller to determine Idaho Poxver'g acceptance
of' the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. 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 do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (I 80) (lays' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
necessary to accommodate the modified nominal operating voltage level.

14.6 Generator Rampinc - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
IclaIm Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or bel'nre .laiuiaiy I cif eieh calendar year, Seller shall mhniit 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.
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.

14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur itiiuhIiuieuusly.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE

15.1 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 0t person or injury to property,
proximately caused by the indemnifying Party's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
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Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
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this Agreement. The indemnifying Party shall, 01) the other Party's request, defend any suit
asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs, including
reasonable attorney fccs that may be incurred by the other Party in enforcing this indemnity.

15.2 Insurance During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15,2.1 Comprehensive General Liability Tnsuranee for both bodily injury and property d;iinge
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall he consistent with current Insurance Industry Utility practices for
similar property.
15,2.2 The above insurance coverage shall he placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall riot be cuucled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of_Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.

15.4 Sell er to N Fy Idaho Power of Loss .. Covent go - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason. Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the Steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJLURI

16.1 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,
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
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such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, Hood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
cait]iquakc, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to parform its oblig linus iindnr
this Agreement because of an event of Force Majeiire, both Parties shall he excused from
whatever performance is affected by the event of Force Majeure, provided that:

I) 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 causing the
.suspension of performance and which could and should have been fully
performed before such occurrence shall be excused its aresult of such
occurrence.
ARTICLE XVII: LAND RIGHTS
17.1 SjLeu...Eruyi..Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such casements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
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17.2 Use of Public igjLspf-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
con5t ructcd in close proximity. Therefore, subject 1.0 Idaho Power's comp i ianco with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right, to erect, construct and maintain Seller-furnished Interconnection
I-aci Iii ies upon along and over any and all public roads, sI reels and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.

17.3 Joint of Facilities - Subject to Idaho Power's compliance with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities 10 Seller's interconnection
Facilities, may reconstruel Seller's Iritereumujeutiumi Fuuilities to siccunmurudate Iduimi., l'uwcr's
usage or Idaho Power may construct its own distribution or transmission facilities alone, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights tinder this
paragraph 17.3.

17.4 Conditions of Use - H is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Tlierelre, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and tights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will he submitted to the Commission for
resolution and the decision of the Commission will he binding on the Parties, and (3) shall
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Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: LIABILITY: DEDICATION
18.1 Nothing in this Agreement shall be construed to create any duty to, any standard ci care with
reference to, or any liability to any person not a Party to this Agreement. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XIX: SEVERAL OBLIGATIONS
19.1 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 he construed to create an association, trust, partnership Orioint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XX: WAIVER
20.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any ether matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent defiiu It or other matter.
ARTICLE XXI: CHOICE OF LAWS AND VENUE
21.1 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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ARTICLE XXJI: DISPUTES AND DEFAULT

22.1 Diputca - All disputes rclatcd 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 Ibr resolution.

22.2 Notice ci Default -
22.2. I Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Party shall cause notice in
writing to he given to the defaulting Party, specifying the manner in which such
deliuli occurred. lithe defaulting Party shall fail to cure such default within the sixty
(60) clays 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) clay period and then fails to diligently
pursue such cure, ttieii, the itotidefaulti hg Patty may, at its option, teu itiatc this
Agreement and/or pursue its legal or equitable remedies.
22.2.2 MaterialBjicjies . The notice and cure provisions in paragraph 22.2.1 do not apply
to (lef niilt identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
22.3ciiijyfo...........- Prior to the Operation Date and thereafter for the fall term of this
Agreement. Seller will provide Idaho Power with the following:
22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may n-1-y be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
223.2 jitneer's_CertiFications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
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Certification of Ongoing 0 & 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 he cured by Seller providing the required certificate; and
22.3.3 Licenses an d Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1 .1 of this
Agnienr. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses described in paragraph 4. 1.1 or to provide
the documentation required by this paragraph, such failure will he an event of default
and may be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
AUTHORIZATION
23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agieenient.
AR'I'1C).j: XXIV: (X)MMISSION ORDER
24.1 This Agreement shall 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 put -poses.
ARTICLE XXV: SUCCESSORS AND ASSIGNS
25,1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benetit ot the respective successors and assigns of the Parties hereto, except that no assignnient
hereof by either Party shall become effective without the wrilten consent ofbodl Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
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Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 24
any party 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 aced of consent or approval by the Seller, ueeced to all of ldho Power's rights,
obligations and interests under this Agreement. 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 conhi-ael Idaho Power shall hav the right In ha notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXVI: MODIFICATION
26.1 No modification to this Agreement shall he valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission
ARTICLE XXV1I: TAXES
27.1 Each Party shall pay before delinquency all taxes and oilier governmental charges which, if failed
to be paid when clue, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLEXXVIII: NOTICES
28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage Prepaid, as follows:
To Seller: Pilgrim Stage Station Wind Park, L.L.C.
Attn: Larry Leib
1424 Dodge Ave
Helena, MT 59601
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To Idaho Power:
riwenUci
Vice Piesident, Power 81Pi1y
Idaho Power Company
P Box 70
Boise. Idaho 83707
Cor,v of document to:
Cogeneration and Small Power Production
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
ARTICLE XXIX; ADDITIONAL TERMS AND CONDITIONS

29.1 This Agreement includes the following appendices, which arc attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Delivery
Appendix C - Engineer's Certifications
ARTICLE XXX: SEVERABILITY

I Thn, invalidity or unenlorceahility 01 any term or provision of this Agreement shall not affect the
validity or entorceability 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 XXXI; COUNTERPARTS

31.1 This Agreement may be executed in two or more counterparts, each of which shall he deemed an
original but all of which together shall constitute one and the sam m mnt e strue.
ARTICLE XXXII: ENTIRE AGREEMENT

32.1 This Agreement constitutes the entire Agreement of (he Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
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Parties concerning the subject matter hereof.
IN WITNl:SS WJ-IHREOP. The Parties hereto have caused this Agreement to he executed
in ih&r ri.'eclive names on the dnte et fni'th hInw
Idaho Pr Compy Pilarim Sta $tpn Wind Park L C
By / "T i_ By
N Vern Porter M,..t Power Supply Dper illon, inics (_ ii kults '_..
Dated Dated
i ,
"Idaho Power" "Seller"
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APPENDIX A
A - 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
P0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will he the reading on the Idaho Power Meter
bqnipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
MIA
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R. Guy: Idaho Wind Partners I, LLC
Page 28
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING RE POR'r
Month Year
Project Name Project Number:
Address Phone Number:
City State Zip
Facility S'tnthm Station Metcied
Output j'e Qe Maximum (;enrrsliim
Meter Number:

End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference:

Times Meter Constant: Net Generation

kWh for the Month: - =
Metered Demand:
Breaker Opening Record Breaker Closing Record
LIffItI
...............
t L'I
Breaker Opening Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility I hereby certify that the above meter readings are
3 Disturbance of IPCo System true and correct as of Midnight on the last day of the
4 Scheduled Maintenance above month and that the switching record is accuratc
and complete as required by the Firm Energy Sales 5 Testing of Protection System.s Agreement to which I am a Party.
6 Cause Unknown
7 Other (Explain)
Signature Date
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Date Time Meter
- — -------- -
-- --- ------
A-2 ROUTINE REPORTING
Idaho Power Contact Information
tEncigy Production Rcportirg
Call daily by 10 am., 10:48 or 1-800-635 -1093 and leave the following
Information:
• Project Identification - Project Name and Project Number
• current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unmned Project on tags
(';tll I -0-145- 111 () and leave the, following infnnmition:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of l)riecI coming back online
Seller's Contact Information
24-Hour
Name:
Telephone Number:
Cell Phone:
!~~qjpqt On-site Contact information
Telephone Number:
2/ 5I2OO
Exhibit 2106
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Page 30
-29-
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315045
PILGRIM STAGE STATION WIND PARK
13-I DESCRIPTION OF FACILITY
The Facility will consist of 7 GE Wind turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
B-2 LOCATION OF FACILITY
Ncur Hagerman, Idaho
Sections: t9,24J Township:7S Range: l2E County: Twin Falls Idaho.
13-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected Decenther3LQ5 as the estimated Scheduled First Energy Date.
Seller has selected Janu as the estimated 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 10 the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
13-4 MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection Process. 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.
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Exhibit 2106
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13-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. Thc Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
Process 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 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
he 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
speciticatioiia, conductor :ize. 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 both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime 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 months kWh loss calculations.
13-7 METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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Page 32
equipment must be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
Will include but itot be liMitud to equipit lent sped l'ications, 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. The entire Generation
Interconnection process, including but not limited to the equipment Specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to 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 Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
With total Cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule J•2 and the total metering cost will be tncluded in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
13-7 SP1C1AL rAcIu'I'1Es
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not he 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. The entire Generation interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to he reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will he included in the calculation of the Monthly Operation and
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Page 33
Maintenance Charges specified in Schedule 72.
B-S REACTIVEA-10 WER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Geneintion Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will 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. The entire Generation Interconnection process, including
but nor limited to the equipment speil'ications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, Operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power Cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
13-9 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Powci a system ill the evejit of (I) the Sellers delivery of energy exceeds the Moxinum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not he limited
to equipment specifications, equipment location, Idaho Power provided equipment, Seller
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Page 34
provided equipment, and all costs associated with the equipment, design and installation of the
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for rngiI1eering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to he reimbursed to Idaho Power by the Seller.
Payment of these costs will he in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
13-10 COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Eneil ily In interconnect to the Idaho Power symcm, including but not limited to the cut of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
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by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will he adjusted to
reflect the actual cost ineut ied by Idaho Puwci and pteviously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-Il SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72, the Generation
lnterconncction Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will he removed. El Seller
elects not to Obtain ownership of the Interconnection Faculties but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) duya after receipt of the invoice. Seller shalt have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 36
APPENDIX C
ENGINEERS CERTIFiCATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.Thai Engineer has reviewed the Energy Sales Agreement, hereinafter 'Agreement,' between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPUo Facility No. and is hereinafter referred to as
the "Project.'
4 That the PiotuA which is commonly known as the
Project, i located in SectIon I own hip -
Range -, Boise Meridian, County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
In Idaho Power fora tweilly (20) 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, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9.That Iingtnccr recognizes that Idaho Power, in accordance with paragraph 5,2 of the Agreement,
is relying on Engineer's representations and opinions conttine<l in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and thprp.fnn' sets his hand and seal helnw.
By
(I'.E. Stamp)
Date
2/IS/2005
Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 38
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
That Engineer is it Licensed Professional Engineer in good standing in the State of Idaho.
2.Thai Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and _. as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. _______________ and hereinafter referred to as the
"Project".
4.Thai the Project, which is commonly known as
Project, is located at
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power fora twenty (20) 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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
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k.
remaining years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Cngincci's representations and opinions contained in this Statcnicnt.
JO, That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 40
APPENDIX C
EN(ilNIER'S CERTIFICATION
)l
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himself and
hereinafter collectively referred to as Engineer,
hereby states tad certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or sn)afl power production project which is the subject of the
Agreement and this Stalement is identified as IPCo Facility No and is hereinafter
referred to as the 'Project.
4.That the Project, which is cornnionly 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 _____________ L....) year period.
6.That l:ngineer has substantial experience in the design, construction and operation of
electric lower 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.
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9.That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudeni Electrical Practices for a __________ (___) year period.
II 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 Engineers representations and
Oj)ifliol)S contained in this Statement.
12, That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
2/18/2005
Exhibit 2106
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 42
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rrj E0
FIRM ENERGY SALES AGREEMENT ::cfl
BETWEEN 20 M t: 53
IDAHO POWER COMPANY
PUBLIC AND r LCVr1SSO
SALMON FALLS WIND PARK LLC
TABLE OF CONTENTS
Article TITLE
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 Disconnection Equipment
11 Metering and Telemetry
12 Records
13 Protection
14 Operations
15 Indemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liability; Dedication
19 Several Obligations
20 Waiver
21 Choice of Laws and Venue
22 Disputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
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FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
SALMON FALLS WIND PARK LLC
Project Number: 31618100
THIS AGREEMENT, entered into on this /_3 day of (Y C+ 2005 between
SALMON FALLS WIND PARK, an Idaho limited liability company (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 willing to purchase, firm electric energy
produced by the Seller's 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 "Commission" - The Idaho Public Utilities Commission.

1.2 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.

1.3 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.

1.4 "Disconnection Equipment" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.

1.5 "Facility" - That electric generation facility described in Appendix B of this Agreement.
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1.6 'First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.

1.7 "Generation Interconnection Process" - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.

1.8 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.

1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 "Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.

1.11 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.12 "Market Energy Cost" - Eighty-five percent (85%) of the 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
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.

1.13 "Material Breach" - A Default (paragraph 22.2.1) subject to paragraph 22.2.2.
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1.14 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.15 "Metering Equipment" - All equipment specified in Schedule 72, the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller's electric generation plant and
Idaho Power's system.
1.16 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy.
1.17 "Operation Date" —The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.18 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.19 "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.
• 1.20 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
1.21 "Schedule 72"— Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
• 1.22 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.
1.24 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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1.25 "Surplus Energy" - (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 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 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.
1.26 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
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.
ARTICLE ifi: 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 is a "Qualifying Facility," as that term
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is used and defined in 18 CFR §292.207. 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 Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 292.207.
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 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 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection— Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 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 Tenn - 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 twenty (20)
Contract Years from the Operation Date.

5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
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Exhibit 2107
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R. Guy: Idaho Wind Partners I, LLC
Page 7
Operation Date in written form.
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 Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY

6.1 Delivery and Acceptance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.

6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Net Energy Amounts:
Month kWh
March 5,447,744
Season 1 April 5,565,060
May 5,027,172
July 4,065,190
August 3,772,578
Season 2 November 4,041,053
December 5,330,750
June 4,700,332
September 4,470,040
Season 3 October 4,757,415
January 4,203,187
February 3,436,421
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6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
I and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28. 1, no
later than 5:00 PM of the 5" day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 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 of Net Energy Amount -
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3d month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14,2.1 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 14.3.1 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 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resultine formula beine:
Adjusted x NEA x RH
) )
SQU Net Energy = NEA - / ( \ TGU / ( . TI-1
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT

7.1 Net Energy Purchase Price - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Season 1 - (73.50%) Season 2 - (120.00 %) Season 3 - (100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
2010 41.46 67.69 56.41
2011 42.42 69.25 57.71
2012 43.39 70.85 59.04
2013 44.39 72.48 60.40
2014 45.42 74.16 61.80
2015 46.47 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.17
2018 49.76 81.24 67.70
2019 50.91 83.11 69.26
2020 52.07 85.02 70.85
2021 53.28 56.99 72.49
2022 54.51 88.99 74.16
2023 55.76 91.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25

7.2 Surolus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7. 1,
whichever is lower.

7.3 Inadvertent Energy -
7.3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kWh.
Energy delivered in January in excess of 7,440, 000 kWh in this example would be
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Inadvertent Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
7.4 Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified 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 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 Utilities Regulatory Policies Act of 1978 and 18
CFR §292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRC5) directly associated with the
production of energy from the Seller's Facility.
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 and Inadvertent Energy to the Idaho Power Point of Delivery for the full
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term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EOUIPMENT
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
11.1 Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Energy, Station
•

Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
• Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
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Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
11.2 Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Power's expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (1) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
11.3 Telemetry - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
ARTICLE XII - RECORDS
12.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
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and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 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 generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE Xffl - PROTECTION

13.1 Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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 physically interrupt the flow of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho Power's facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE X1V - OPERATIONS
14.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
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14 .2 Energy Acceptance -
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
14.2.2 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 physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14.3 Seller Declared Suspension of Energy Deliveries
14.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
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provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("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 14.3.2 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 Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 XXVIII that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. 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 14.3.1. 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 do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
14.5 Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
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I
Delivery, in which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance - On or before January 31 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.
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.
14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
15.1 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 construction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. 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 costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
15.2

Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 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.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
16.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
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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, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(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 causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVH: LAND RIGHTS
17.1 Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power's Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
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Idaho Power's approval and in recordable form.
17.2 Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.2.
17.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4, Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVH. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
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resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVffl: LIABILITY; DEDICATION

18.1 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XIX: SEVERAL OBLIGATIONS
• 19.1 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.
ARTICLE XX: WAIVER

20.1 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 XXI: CHOICE OF LAWS AND VENUE

21.1 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
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the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXII: DISPUTES AND DEFAULT

22.1 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.
22.2 Notice of Default -

22.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting 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 nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
• 22.2.2 Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
• 22.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:

22.3.1 Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may Qfliy be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;

22.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
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& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & 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
22.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses 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 XXffi: GOVERNMENTAL AUTHORIZATION
23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER

24.1 This Agreement shall 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 XXV: SUCCESSORS AND ASSIGNS

25.1 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, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
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first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party 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. 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 XXVI: MODIFICATION

26.1 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 XXVII: TAXES
27.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVffl: NOTICES

28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Salmon Falls Wind Park, LLC
Attn: James T. Carkulis
515 N 27th Street
P.O. Box 7218
Boise, Idaho 83702
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To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
29.1 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
ARTICLE XXX: SEVERABILITY
30.1 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 XXXI: COUNTERPARTS
31.1 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 XXXII: ENTIRE AGREEMENT
32.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
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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
in their respective names on the dates set forth below:
• Idaho Power Company Salmon Falls Wind Park L.LC.
By By
UC. Miller, Sr. Vice President, Power Supply James T. Carkulis
Dated Dated
"Idaho Power" "Seller"
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APPENDIX A
A—i 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
P0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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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 Station Metered
Outyu Usage Usage Maximum Generation
Meter Number:

End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference:

Times Meter Constant: Net Generation7

kWh for the Month: - -
Metered Demand:
Breaker Opening Record Breaker Closing Record
Date Time Meter Reason Date Time Meter

* Breaker Opening Reason Codes
I Lack of Adequate Prime Mover

2 Forced Outage of Facility I hereby certify that the above meter readings are

3 Disturbance of IPCo System true and correct as of Midnight on the last day of the
above month and that the switching record is accurate

4 Scheduled Maintenance and complete as required by the Firm Energy Sales

5 Testing of Protection Systems Agreement to which I am a Party.
6 Cause Unknown

7 Other (Explain)
Signature Date
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A-2 ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project corning back online
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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-29-
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31618100
SALMON FALLS WIND PARK
B-i DESCRIPTION OF FACILITY
The Facility will consist of 14 Wind turbines; model GE SLE with individual generator ratings of
1.5 MW for each unit, for a total Facility generator rating of 21.0 MW.
B-2 LOCATION OF FACILITY
Near:
Sections: 25,36 Township:TO8S Range: R12E County: TwinFalls Idaho.
Sections: 30._31 Township: TO8S Range: R13E County:Twin Falls Idaho.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November 1. 2006 as the estimated Scheduled First Energy Date.
Seller has selected May 1. 2007 as the estimated 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. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
B-4 MAXIMUM CAPACITY AMOUNT: This value will be 22.40 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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.
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B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process 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 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 both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime 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 months kWh loss calculations.
B-7 METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
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telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
equipment must be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
will 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. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to 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 Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-7 SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
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I
Special Facility cost will be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
B-8 REACTIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will 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. The entire Generation Interconnection process, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-9 DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (I) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will include but not be limited
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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 will install all Seller provided equipment, control wire
and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will test the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
be maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-lU COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
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Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted monthly operations and
maintenance charge within sixty (60) days of the determination of this amount.
B-il SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished interconnection Facilities as required under Schedule 72, the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power's nearest warehouse, if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned , on behalf of himself and
hereinafter collectively referred to as 'Engineer,"
hereby states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafter referred to as
the "Project."
4.That the Project, which is commonly known as the 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 twenty (20) 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, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
10/10/2005
Exhibit 2107
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-37-
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho,
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. _____________ and hereinafter referred to as the
"Project".
4.That the Project, which is commonly known as the Project,
is located at
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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.
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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
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
10110/2005
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No and is hereinafter
referred to as the 'Project".
4.That the Project, which is commonly known as the
Project, is located in Section ______, Township ______, Range ______, Boise Meridian,
County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish 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
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Date
-41- 41-
9.That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a _________(_) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(P.E. (P.E. Stamp)
10/10/2005
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FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
THOUSAND SPRINGS WIND PARK L.L.C.
TABLE OF CONTENTS
Article TITLE
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 Disconnection Equipment
II Metering and Telemetry
12 Records
13 Protection
14 Operations
Is Indemnification and Insurance
16 Force Majeure
17 Land Rights
18 Liability: Dedication
19 Several Obligations
20 Waiver
2! Choice of Laws and Venue
22 l)isputes and Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modi fiatinn
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
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FIRM ENERGY SALES AGREEMENT
(JO aMW or Less)
THOUSAND SPRINGS WIND PARK L.L.C.
Project Number: 31315055
'ri-us AGREEMENT, entered into on this ...j day ofb_njj 2005 between
THOUSAND SPRINGS WIN[) PARK L.L.C. (Seller), and IDAHO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
"Party."
WITNESSETFI:
WI-IEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS. Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE 1: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
I.! "Commission" - The Idaho Public Utilities Commission.
1.2 "ontragtYr" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 clays thereafter.
1.3 "Designated Dispatch FagjJit" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 "DhumdoiEujpzic" - All cyuinJieut ecifled in Schedule 72 cud the cleiieratiuu
Interconnection Process and any additional equipment specified in Appendix B.
1.5"Fa.cjjjiy" - That electric generation facility described in Appendix B of this Agreement.
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1.6 "First Energy Date - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Powers system at the Point of Detiveiy.
1.7 "Generation Interconnection Process" - Idaho Power's generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
1.8 "Inadvertent Energy" Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
1.9 °jnterconnecfacjljties" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 "Initial Capacity Determination" — The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.11 y.çç" -The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will he as specified in Appendix B of this Agreement.
I 12 "Mrki'.I Rnry ft" - Eighty-five percent (85%) of the 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
Parties will isststtially agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "Material Breach" -- A Default (paragraph 22.2. 1) subject to paragraph 22.2.2,
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1.14 "Maximum Canacitv Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.

1.15 "Mererinjjtinient" -All equipineiit specified in Schedule 72, tIre Geiresatiori IuLeicuiiriectiuri
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Selle?s electric generation plant and
Idaho Power's system.

16 "Net Energy" .-- All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy.

1.17 "Qpgtion l)ate" The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.

.18 'Point of Delivery" -The location specified in Appendix B, where Idaho Power's and the
Seller's electrical läciltttes are interconnected.

1.19 "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.

1.20 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.

1.21 "Schedule 72" —1dhn Powe.r's Tariff No 101, Schedule. 72 or its successor schedules as
approved by the Commission.

1.22 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.

1.23 "çcial Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller's Facility to the Idaho Power system.

1.24 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
-3-
2/19/20[6
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4

1.25 'Su!gngcgy" - (I) 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 Net Energy
Amount for the curiesputiditig month specified in paragiaph 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 Net Energy Amount for lhe 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.

1.26 "IotaLLoLthg1aci!ity" - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO PO WER

2.1 Sellerjndgpegcletfl Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations sel 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 Sdkr In dent Es crts - All prolcasionals or exports including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES

3.1 Ngj Warranty jyIdaho 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 Qpiiifyjng Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
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Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
is used and defined in IS CFR §292.207. After initial qualification, Seller will take such steps as
may he required to maintain the Facility's Qualifying Facility status during the term of this
Agreement and Seller's failure to maintain Qualifying Faeility Status will be a Mateiial Bicueti of
this Agreement. Idaho Power reserves the right to review the Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACcCE OF ENE RGY
4.1 Prior to the First Energy Dare and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller. Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 292.207.
4.1.2 Opinion of Counsel - Submit to Idaho Powerari Opinion Letter signed by an attorney
admitted to practice and in good standing in the State 01 Idaho providing an
opinion that Seller's licenses, permits and approvals as set forth in paragraph 4. I.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 understand ,, 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 he interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1 .3 - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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2/I itf2005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4 * Submit an executed Engineers Certification of Design &
Construction Adequacy and an Engineers Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.5 jinc - Submit Written proof to Idaho Power of all insurance required in Article XV.
4.1.6 Interconnection — Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4. 1.7 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall he
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 dale first written and shall continue in full force and effect for a period of twenty (20)
Contract Yimrs from tl)t,. Opnratinn Date.

5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
h) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Powers satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and sale manner and has requested an
-6-
2/) 5/2005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7
Operation Date in written form.
d)Seller has requested an Operation Date from Idaho Power in a written format.
e)Seller has received writicu cutufiriiiatiuii ituiii Idaho Powet uf the Opetatiun Date.
This confirmation will not be unreasonably withheld by Idaho Power.

5.3 Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTK'UiVI: PURCHASE AND SALE OF NET ENERGY

6.1 Delivery and tniansa..pthal.Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point 01 Delivery exceed the Maximum Capacity Amount.

6.2 kLeLhnergy Amoj - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
62.1 ioL\ car ..Mooth' Net crAossais:
Month kWh
March 3,100,625
Season I April 2,689,296
May 2,NJl,94
July 1,910,208
August 1,781,958
Season 2 November 1,884.234
Deenihar 2425,295
June 2,711,046
September 2,422,340
Season 3 October 2,621,565
January 1,923,853
February 2,559,792
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Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
6.2.2 Qpggtng Monthly Nd Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28. I, no
biter than 5:00 PM of the 5' day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 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 ll.MimgnLof Net Ener v Amount
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28.1, 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 3d month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts. (2) but by written
notice given to Idaho Power in accordance with paragraph 28. I, no later than
5:00 PM of the Ih day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
6.2.4 Idaho Power Adiustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller's Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LIC
Page 9
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 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 14.3.1 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 14.2.1 or 14.3.1
TH = Actual total hours in the current month
Resulting _formula
Adjusted
Net Energy = NEA
((X NEA ) X
( ) ) Amount
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seltcrs Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure. Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10 91o) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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2/18/2005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Net EnerPusgPtjcg - For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Cuurutisaiij Oidei 29646 with settauttal _ation factors applied:
Season I -(73.50%) Season 2 - (120.0(1 %) Season 3 - (1000) %)
Year Mills/kWh Mills/kWh Mills/kWh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
2010 41.46 67.69 56.41
2011 42.42 69.25 57.71
2012 43.39 70.05 59.04
2013 44.39 72.48 60.40
2014 45.42 74.16 61.80
2015 46.47 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.17
2018 49,76 81.24 67.70
2019 50.91 83.11 69.26
2020 5207 05.02 70.85
2021 53.28 86.99 72.49
2022 54.51 88.99 74.16
2023 55.76 91.04 75.87
2024 57.05 93.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25
7.2 Sur l porgy Price - For all Surplus Energy, Idaho Power shall PY to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.!, =
whichever is lower.
7.3 Inadvertent_Ene
7.3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 times 10,000 kW = 7,440,000 kWh. Energy
delivered in January in excess 017,440,000 kWh in this example would be tuadvertent
- 10-
211 812005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Energy.)
7.3.2 Although Seller intends to design and operate the Facility to generate no more than l()
a\'errtge MW and tlieiclute tInes lint iiiteiid to geuci ate Inadvertent Energy, Idaho Power
will accept inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy

7.4 Payment Due Date -- Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.

7.5 Continuing Jurisdiction of the Commission -This Agreement is a special contract raid, as such,
the rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power comanyvJPublic Utilities Commission anL fm[Inergy._Inc., 107 Idaho
781, 693 P.2d 427 (1984); Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122, 695 P.2d I 261 (195); Afton Energy, Inc. v. Idaho Power Compgfl, ill Idaho 925,
729 P.2d 400(1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and IS
CPR 292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES

8.1 Idaho Power waives any claim to ownership of Environmental Attributes, Environmental
Attributes include, but are not limited to. Omen Tags. Green Certificates. Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE IX: FACILITY AND INTERCONNECTION

9.1 Design ofacilit - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
- II-
2/15/2005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be iii aceonianee with Schedule 72, (he Generation lntcrconncetion
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costa incurred by Idaho Power for equipmenl costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
AR.TIGLE.X.. DISCONNECTION EOU IPM ENT
10.1 Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72. the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE Xt: M1T1R1NG AND TELEMRTRY
11.1 Metering and Telemetry -Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure. fwe,' flows to Idaho Power in accordance with Schedule 72. Generation
Interconnection Process and Appendix 13 of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Facility's Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual cost of providing this
- 2-
211812005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
Metering Equipment and services. The Metering Equipment shalt be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected,
tested or adjusted.
11 .2 Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall he
notified of the, time when any inspection or test shall take place. and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective,
it shall be adjusted, repaired or replaced, at Idaho Powers expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shalt be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the ,aytiieitts will be taocd Ott the shot tet of (1) it period equal to one-half the time fton the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
11.3 Telemetry - Idaho Power will install, operate and maintain at Seller' expense metering,
communications end telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Sellers Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Powers Designated Dispatch Facility.
ARTICLE XII - RECORDS
12.1 Maintenance of Reg - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
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Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
and maximum generation (kW) records in a form and content recommended by Idaho Power.
12.2 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 generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XflI PROTECTION
13.1 Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix 13
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process It in the reasonable opinion of
Idaho Powtr, Seller's operation of the Facility or Interconnection Facilities is unsafe or may
otherwise adversely affect Idaho Powers equipment, personnel or service to its customers, Idaho
Power may physically interrupt the 110w of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such iuteiiuption prior to its occurrence as provided in paragraph 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller's protective relays will
provide back-up protection for Idaho lowr's fihiiis. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATION
14.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
14.2 Egygcege -.
-14-
Exhibit 2108
GNR-E-11-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
14.11 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. If, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
deliveries fora period that exceeds twenty (20) days, beginning with the twenty-first day
of such interruption, curtailment or reduction. Seller will he deemed to he delivering Net
Energy at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
14.2.2 It in the reasonable opinion of Idaho Power, Sellers operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho l'ower's
equipment, personnel or service to its customers, Idaho Power may physically interrupt
the Ilow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.2,3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
1.4.3 Sell leJa Suspension of Energy Deliveries
14.3.1 It' the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy to
- 15-
2118/2W.5
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspcioitnr of Enes gy Deliveries"). The Selle 's Deelsued
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller's telephone notification as specified in paragraph 14.12 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 Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 14.3.1, 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 XXVIII that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate it Declared Suspension of Energy Deliveries. Idaho Power will
mvicw the documentation provided by the Seller to determine Idaho I'owcr' a acceptance
of the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. Idaho Power's acceptance of the Seller's
fomail outage as an acceptable forced outage will he based upon the clear documentation
provided by the Seller that the forced outage is not due do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
14.5 Voltgge Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, its which case Seller shall modify, at Idaho Power's expense, Seller's equipment as
- 16-
21)812)5)5
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
necessary to accommodate the modified nominal operating voltage level.
14.6 Generator Ram io - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or fulluwitig
reconnection to Idaho Powers electrical system. Generation ramping may be required to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
14.7 Scheduled Maintenance On or before January 31 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.
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.
14.8 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power,
ARTICLE XV: INDEMNIFICATION AND INSURANCE
15.1demnifiation - 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 construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
-17-
211512005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
this Agreement. The indemnifying Party shall, on the other Party's request, defend any suit
asserting a claim coveted by this indemnity. The indemnifying Party shall pay all costs, including
reasonable attorney rees that may be iiieuricd by the oilier I'aity ill eiifueiiig this iudeitimiity.
15.2

Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2. I 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.
15.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shalt not he canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
15.3 Seller to Provide c'ertific.e_pfj ge - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
15.4 Seller to Notify Idaho Power of Loss of Cove t ge - If the insurance coverage required by
paragraph N 2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constittite a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
16.1 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,
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such Party is unable to prevent or overcome. Force Majeurc 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, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome, 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 Pa,-ties shalt be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(1)The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majcure, give the other Party written notice describing
the particulars of the occurrence.
(2)The suspension of performance shall he 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 causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LAND RIQH
17.1 Seller to Provide Aceess -Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Powers Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights oil property of Seller. Seller warrants that. it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Powers approval and in recordable form.
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17.2 Use of Public Rights-of-Wy - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public tight-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
faeililhts and Irlaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17,4, Idaho Power shall not he required to compensate
Seller for exercising its rights under this paragraph 17.2.
17.3 Joint Use of Facilities - Subject to Idaho Power's compliance with paragraph 17.4. Idaho Power
may use and attach its distribution and/or transmission facilities to Seller's Interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17.2, attaching Seller's
Iutetcu,iiiecuoii Facilities to such newly constructed facilities. Except as required by paiagiaili
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.3.
17.4 conditions of Use - It is the intention of the Parties that the Seller he te.t't in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power's exercising its
rights under this Article XVII. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (I) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
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provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: LIABILITYJEDICATION
I 8. 1 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. No undertaking by one
Party to the other tinder any provision of this Agreement shall constitute the dedication of that
Party's system or any portion thereof to the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XIX: SEVERAL OBLIGATIONS
19.1 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 he individually and severally liable for its own obligations under this
Agreement.
ARTICLE XX: WAIVER
20.1 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 XXI: CHOICE OF LAWS AND VENUE
21.1 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.
21.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada,
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ARTICLE XXII: DISPUTES AND DEFAULT
22.1 jtites - All disputes related to or arising under this Agreeritent, including, but not limited to,
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
22.2 Notice of Default -
22.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting 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 core such default within the sixty
(60) clays after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can he cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondetaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
22.2.2 Material Breaches - The notice and cure provisions in paragraph 22.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
22.3 Securbfor Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement. Seller will provide Idaho Power with the following:
22.3.1 Insuranci - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may njy he cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
223.2Engineer's Certifications - Every three (3) years alter the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (C)
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
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Certification of Ongoing 0 & M shall be in the form specified in Appendix C. Seller's
liilure to supply the required certificate will be an event of default. Such it default
may only be cured by Seller providing the required certificate; and
22.3.3 Licenses and Permit - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Salter will update the
documentation described in Paragraph 4.1. I. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1 . I or to provide
the documentation required by this paragraph, such failure will be an event of default
and may o nly be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARtIULt XXIII: (JOVb1(NMNIAL AUtHORIZAIIUN

23.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER

24.1 This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions horoof wtlinie change or condition and declaration that all payments to he made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXV: SUCCESSORS AND ASSIGNS

25.1 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, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
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any party 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
aet, and without need of consent or approval by thc Seller, succeed to all of Idaho Powei ' iglits,
obligations and interests under this Agreement. 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 he notified by the financing entity that it is
exercising such rights or remedies.
ARIIcLEXXILJ4.ODLFI.CAflQN

26.1 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 XXVII: TAXES

27.1 Each Patty shall pay betore delinquency all taxes and Other governmental charges which, it tailed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXVJthNOflçS

28.1 All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Thousand Springs Wind Park, L.L.C.
Attn: Larry Leib
1424 Dodge Ave
Helena, MT 59601
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To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
c3yLdoument to:
Cogeneration and Small Power Production
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
ART1CLH XXIX: ADDITIONAL -T -1111 M AND CONDITIONS

29.1 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
ARTICLE XXX-. SEVERABILITY

30.1 The invalidity or nnenfomeability 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 XXXI:_COUNT1RIART

31.1 This Agreement may he 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 XXXII: ENTIRE AGREEMENT

32.1 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
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Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to he executed
in their respective mimes on the dates set forth below:
Idaho Power Coiiy TlmiqusandSaLings Wind Park LL.C.
By / ()j By
N. Vern Porter - Mgr Power Supply Operations James Carkulis
Dated Dated
3.u*y /8. 2a5 _z'L•. /(Y r
"Idaho Power" "Seller"
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APPENDIX A
A—] MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each mouth the following required documentation will he submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded On the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Name
Address Phone Number:
City Zip
IaeIllty station Station Metered
Maxintinn cenermmitt,,
Meter Number:

End of Month kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference;

Times Meter Constant: Net Generationl

kWh for the Month: - =
Metered Demand:
Breaker Opening Record Breaker Closing Record
1 Reason !MN jhle Meter
Breaker Ouenina Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility I hereby certify that the above meter readings are
3 Disturbance of IPCo System true and correct as of Midnight on the last day of the
above month and that the switching record is accurate 4 Scheduled Maintenance and complete as required by the Firm Energy Sales S Testing of Protection Systems Agreement to which I am a Party.
' Cause Unknown
7 Other (Explain)
Signature Date
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A-2 ROUTINE REPORTING
Idaho Por Contact I9fiatjon
DaijPiodui.tiuu Reuui tiug
Call daily by tO am., 1-800-356-4328 or 1-800-635-10 and leave the following
information:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Call 1-800-345-13 19 md leave the following intrmaIion
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming back online
Seller's Contact _Information
24-1-lour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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-29-
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315055
THOUSAND SPRINGS WIND PARK
B-I DESCRIPTION OF FACILITY
The Facility will consist of 7 GE Wind turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
B-2 LOCATION OF FACILITY
Near: Hagerman, Idaho
Sections: 4.5.8.9 Township: 7S Range: 13 County: Twin Falls Idaho.
Sections: 1930 Township:... Range: I 3E County:Twin rails Idaho.
13-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected December 3O05 as the estimated Scheduled First Energy Date.
Seller has selected January IS, 2006 as the estimated 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. Idaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 12 and the Generation Interconnection
Process.
13-4 MAXIMUM CAPACITY AMOUNT: This value will be 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. 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.
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B-5 POINT OF DELIVERY
'Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
B-6 LOSSES
If the Idaho Power Metering eclllipment is capable of measuring th exact energ.y deliveries by I he
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 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
he 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, eoiidueloi sites, o(L;) of all of LILO lcetiicI osluilnhlcIlt betweon 1110 Facility ajid the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining terni of the
Agreement, if at anytime 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 months kWh loss calculations.
13-7 METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility. At the minimum the Metering Equipment and Telemetry
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equipment must he able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurements required to administer this Agreement. These specifications
will include but riot be limited to eqtnpmerrt pecifieations, equipment location, Idaho Powci
provided equipment, Seller provided equipment, and all costs associated with the equipment,
design and installation of the Idaho Power provided equipment. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to 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 Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
13-7 SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will 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. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility coat will be included in the calculation of the Monthly Operation and
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Maintenance Charges specified in Schedule 72.
B-8 REACTIVE POWER
The klahu Puwei Genejetion Interconnection process Will deennijie the IeaCtfl'e power LcquirctJ
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will 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. The entire Generation Interconnection PrOCeSS, including
but not limited to the equipment specifications and requirements will become an integral part of
this Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will he in accordance with
Schedule 72 and the total reactive power cost will be included in she calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
15-9 I)1SCONNIIT10N EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will be disconnected from
Idaho Power's system in the event of (I) the Sellers delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
the Idaho Power system and equipment only. These specifications will 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 will install all Seller provided equipment, control wire
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and conduit necessary for the operation of the Disconnection Equipment. Through the
Generation Inter-connection process, Idaho Power will supply details for the disconnection panel
and will test tire equipruecu pilot to tury oper adorra ol the Ftreility, Seller will provide drrrwiirgs of
their interconnection wiring for engineering approval prior to installation. The entire Generation
Interconnection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
he maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Equipment cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
B-10 COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this Facility to interconnect to the Idaho Power system, including but not limited to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equiprnem. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
Idaho Power provided equipment and the interconnection equipment is available for use by the
Facility. The monthly operations and maintenance charge will be based upon the initial cost paid
by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will be adjusted to
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reflect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will be revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adjusted irioutirly operations and
maintenance charge within sixty (60) days of the determination of this amount.
8 Il SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement. Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72. the Generation
Interconnection Process anti/or described in this Agreement, less the cost of removal and transfer
to Idaho Powers nearest warehouse, if the interconnection Facilities will be removed. if Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) clays after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned , on behalf of himself and
- , hereinafter collectively referred to as 'Engineer,"
hereby states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as WCo 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 fora twenty (20) 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.
S. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output, efficiency and plant factor fora twenty (20)
year period.
9. that t3ngiiicer rei.ugiiizes that Idaho Powet, iii titcoidi,iice with paiaiapli 52 of the Agieciiieiit,
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
knowledge and therefore sets his hand and seal below.
By
(RE. Stamp)
Date
211 W2005
Exhibit 2108
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R. Guy: Idaho Wind Partners I, LLC
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and _____________ as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPC0 Facility No. ______________ and hereinafter referred to as the
Project'.
4.That the Project, which is commonly known as
the___________________________________________________________________________________________
Project, is located at
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
6.Thai 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. U 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 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
-38-
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 39
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 juiptustnitatium and opinions euiitaiited in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(RE. Stamp)
Date
-39-
2/1 FJ2005
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 40
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter 'Agreement',
between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the
Agreement and this Statement is identified as IPCo Facility No and is hereinafter
referred to as the "Project.
4.That the Project, which is commonly known as the
Project, is located in Section _Township
Range , Boise Meridian, County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish 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 l'roject,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
-40-
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Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 41
9.That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a (_.) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement. in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(RE. Stamp)
2/18/2(1(0
Exhibit 2108
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 42
I
Date
-41-
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
TUANi\ GULCH WIN!) PARK L.L.C.
TABLE OF CONTENTS
Article i1'rLE
Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
S Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
Environmental Attributes
9 Fad lily and Interconnection
10 Disconnect 11)11 Equipment
I Metering and Telemetry
2 Records
3 Protection
4 Operations
15 Indemnification and insurance
6 Force Majeure
17 Land Rights
IS Liability; Dedication
19 Several Obligations
20 Waiver
21 Choice of Laws and Venue
22 Disputes anti Default
23 Governmental Authorization
24 Commission Order
25 Successors and Assigns
26 Modification
27 Taxes
28 Notices
29 Additional Terms and Conditions
30 Severability
31 Counterparts
32 Entire Agreement Signatures
Appendix A
Appendix Ii
Appendix (2
21151 toss
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
FIRM ENERGY SALES AGREEMENT
(lOaMW or Less)
TUANA GULCH WIN!) PARK, L.L.C.
Procct Number: 3 1315065
THIS AGREEMENT, entered into on this— 18"' day oI_jty_. 2005 between
TUANA GULCH WINE) PARK L.L.C. (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as "Party."
wirNassEru:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
1'HEREPORI3, In consideration of tile mutual covenants and agreements hereinafter set forth, the
Patties 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 "Commission" -The Idaho Public Utilities Commission.

1.2 "_i3pjct_Xpç" -The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.

.3 "Dcsignated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
designated by Idaho Power.

.4 - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any &klitioiiitl equipment specified in Appendix B.

1.5 "ic ility" -That electric general ion flicility described iii Appendix 13 ol' this Agiceinent.
2i15'!2(I(i5
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
1.6 "First Energy Date" - The day commencingat0001 hours, Mountain Time, lollowing the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
13 "Generation Interconnection Process Idaho Power's generation tntu'eotimketIOi1 application
and engineering review I)OCCSS developed to ensure i Sate and reliable geneL'auon
ifltCi'eOflneclion in compliance with all applicable regulatory requirements, Prudent lilectrical
Practices and national safety standards.
1.8 "adverteujimg" Electric energy Seller does not intend to generate. Inadvertent energy is
mum part iiimlarly de,scriherl in paragraph 7.3 of this Agreement.
1.9 "Interconnection Facilities" - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.10 "Initial C"affile,iiyDetermhiat f'— The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Lommission
Order No. 29632.
1_I1 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
uf the ii umisium I intium i and tr isnissicimi of energy between the point where the Facility's energy is
metered and the point time Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix I) of this Agreement.
1.12 M u Iu,L F'nciC I slit y is it 's /') St ihe weightod isv of Its duly 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-Coltimbiti Index price is discontinued by the reporting agency, both
Parties will mtmtually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
1.13 "MaterittlOrsacli" - A Del)mult (paragraph 22.2.1) subject to paragraph 22.2,2.
2;iS'/2utIS
Exhibit 2109
GNR-E-11-03
R. Guy: Idaho Wind Partners I, LLC
Page 3

14 -Maximurn —The maximum capacity (MW) of the Facility will be as
specifier! in Appendix B of this Agreement.

• t 'Melerin.'tEcijQaenl" - All equipment specilied in Schedule 72, the Generation liitereoiiiiectioii
Process, this Agreement and any additional equipment specified in Appendix 13 required to
measure, record and telemeter power flows between the Sellers electric generation plant and
Idaho Power's system.

16 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the. Point of flistivery for tht-, full terin of the Agreement. Net Energy does 1101 include Inadvertent
Energy.

1.17 "Qtgigo..i~nf' - i'he day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.

1.18 "inofD.cUvciy" -The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.

1.19 "Prudent —Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
surely, delieiithah;Iy, el'fickully ond economically.

1.20 "SgjQpgrjcgjj2" -The date specified in Appendix B when Seller anticipates
achieving the Operation Date.

1.21 Schduk72 - Idaho Pow ¼ I iulI No till St h dnle Ty or m, in (g ¼',Ui '. Ii 111114 ¼ mS
approved by the Commission.

1.22 "gpij" •-. The three periods identified in paragraph 6.2.1 of this Agreement.

I .23 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B, Schedule 72 or the Generation Interconnection Process
required to salely interconnect the Seller's Facility to the Idaho Power system.

1.24 "Station Use" ... Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
/I 5/11055
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4

.25 " jtggy" - (I) Net Energy produced by the Seller's Facility and delivered to the Idaho
Power electrical systeni dUring the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding motinit 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 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.

1.26 "t'oial Cost of tho Faciliuy" - The trial cost of strictures, equipment and ilt)pttrleflaflces,
ARTICLE II: NO RELIANCE ON IDAEIO POVER

2.1 .SecJndepgndgnUycivatjpn - 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 rotted uoti
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.

2.2 - All pnutesniil oi nii.tudi is. but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE Ill: WARRANTIES

3.1 No Warranty by Jdaho Power - Any review, acceptance or failure to review Seller's design,
specifications. equipment or facilities shall not he an endorsement or a confirmation by Idaho
Power and Idaho Power makes no warranties. expressed or implied, regarding any aspect of
Seller's design, speci licationts, equipntientt or facilities, includiitg, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibility.

3.2 Quihlsin.,, F actlnly St itus Seller warrams tO lit the Facility is i "Qualifying Facility," is that term
-4-
'118d2003
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
is used and defined in 18 CFR §292.207. 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 malinalu Qualifying Facility status wi tI be it Matci at Bicitch or
this Agreement. Idaho Power reserves the right to review the Seller's Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Dale and as a condition of Idaho Power's acceptance of deliveries ol
allergy from the Seller. Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 13, 18 CFR 292.207.
4.1,2 Qpj9i9i4uaJ - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State 01 Idaho providing an
Opinion that Seller's licenses, permits antI approvals as set forth in paragraph 4. 1
above are legally and validly issued, are held in the narne of the Seller and, based on
it reooable independent review, counsel is of the opinion that Set Icr 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
ieiidriiiq (Ile opinion uni lerstanrls that Idaliri Powar 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 he interpreted in accordance with the legal opinion accord
of (lie American Bar Association Section of Business Law (1991).
4.1.3 Initial CapacitrDetermination - Submit to Idaho Power such data as Idaho Power May
reasonably require (0 perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
2/150015
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.4Etwineer's Certifications - Submit an executed Enineer Certification of Desien &
Construction Adequacy and an Engineers Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These c.rtificatei: will be
in the form specified in Appendix C but may he modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4. I .5 tn5urIuma-..' iihmit wri tan proof to Idaho Power of all insurance required in Article XV.
4.! .6 Intec_omiection— Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
4.1.7 Written Au.p mu. Request and otitaill written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a coninsercially reasonable time following the Seller's request and will
not be unreasonably withheld by Idaho Power,
ARTICLE V. TER'vl AND OPERATION DATE
Ltnt Subject to the provision.-; ol tt ,t iph 2 below, this Agreement shill become LllLetis,
on the date first written and shall continue in full force and effect fora period of twenty (20)
Contract Years troni the Operation Date-
5.2 operation mite -The Operation ])are may occur only after the Facility has achieved all of thc
following:
a)Achieved the First Energy Date,
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in it consistent, reliable and safe manner and has requested an
51151.55 iS
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7
Operation Date in written form.
(1) Seller has requested an Operation Date from Idaho Power in a written format.
C) Seller has received written eon fi rmaiton from kltiltu Power of the Opet atiun Date.
This confirmation will not be unreasonably withheld by Idaho Power.

5.3 Seller's failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
1)isic will be on event oh default.
ARTICLE VI: PURCHASE AND SALE or NET ENERGY
6. I c. qIjNetjji)r- Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the facility will also b
delivered by the Seller 10 Idaho Power it the Point of Delivery. Al no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Sefler to
the Point of Delivery exceed the Maximum Capacity Amount.

6.2 NetEnemy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2. I IOkiiLl Yctir tMolltiltv Nt DicdgyA...
Month kWh
March 3,100,625
Season I April 2,689,296
May 2.501,984
.luly 1,910,208
August 1.781,958
Season 2 November 1,884,234
Dccmber ?47S20S
June 2,711,046
Septeuiihei 2,422,340
Season 3 October 1,02 1,565
January 1,923.853
February 2,559,792
-7-
2!1513005
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
6.2.2 Oneoing Monthly Net Energy _Amounts Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end 01 mouth nine and every three months thereafter provide Idaho
Power with an additional three irrouths of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28. 1, no
later than 5:00 PM of the 5h day following the end of the previous month. If the Seller
noes not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2.1 for the next 3 months of monthly Net Energy
anrottots.
6.23 Sol ler's cn[JjtcsgyAatggpi
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power iii
accordance with paragraph 28.1, 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 3 month after the Operation Date and at the end
of every third irrontlr thereafter: (I) tire Seller m ay- r1q revise the immediate next
three months of previously provided Net Energy ,mounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28.1, no later than
5:00 PM of the h day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed airrounts will be deemed to he an election of no
change.
6.2.4 Idaho l'owerAdju.stnieri neI - If Idaho Power is excused front
accepting the Seller's Net Energy as specified in paragraph 14.2. I or if the Seller (lectures
a Suspension of Energy l)eli series as specified in paragraph 14.3. I and the Seller's
declared Suspension of Energy l)livries is accepted by Idaho Power, lire Net Energy
- 8-
211s/11)1)S
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.2.1 or 14.3.1 occurs will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
= a ) If Wallin Power is excused from accepting the Seller's Net
Energy as specified in paragraph 14.2.1 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 it Suspension 01 Energy Deliveries as
specified in paragraph 14.3- I 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 it Suspension of Energy
Deliveries.
TGU = Suns of all of the individual generator ratings of the generation
Linus at this Facility as specified in Appendix B of this
agreement.
RSH Actual hours this Facility's Net Energy deliveries were either
reduced or suspended under paragraphs 14.2.1 or 14.31.1
TH = Actual total hours in the Current month
Adjusted
Net Energy = NEA ( (x NEA ) x ( RH ) )
Amount
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused Irons accepting the Seller's Net
Energy or the Seller declared it Suspension of Energy.
6.3 Unless excused by an event of ltiice Majeure. Seller's failure to deliver Net Energy in any
contract Year In an ailtount equal to at least ten percent (10';7(:) of the sum of the initial Year Net
Energy Amounts as specified its paragraphs 6.2 shall constitute an event of default.
9-
2/ 1801115
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.!(J_ggy_Pwchase Price •- For all Net Energy, Idaho Power will pay the non-levelized energy
price in accordance with Commission Order 29646 with seasonaltzatton iacLor.s applied:
Season I - (73.50 i) Season 2 - (120.00 %) Season 3 -(100.00 %)
Year Mills/kWh Mills/kWh Mills/kWh
2005 37.00 60.41 50.34
2006 37.85 61.80 51.50
2007 38.73 63.23 52.69
2008 39.62 64.68 53.90
2009 40.53 66.17 55.14
2010 41.46 67,69 56.41
2011 42.42 69.25 57.71
2012 43.39 10.85 b9.04
2013 44.39 72.48 60.40
2014 45.42 74.16 61.80
2015 46.47 75.86 63.22
2016 47.54 77.62 64.68
2017 48.63 79.40 66.17
2018 49.76 81.24 67.70
2019 50.91 83.11 69.26
2020 52.07 05.02 70.85
2021 53.28 86.99 72.49
2022 54.51 88.99 74.16
2023 55.76 91.04 75.87
2024 57.05 03.14 77.62
2025 58.37 95.29 79.41
2026 59.72 97.50 81.25
7.2 SgpiusEiwrgyjicc - For all Surplus Energy, Idaho Power shall pay to the Seller the current
niouth's Market Energy Cost or the Net Energy Purchase Price speciFied in paragraph 7. 1.
whichever is lower.
7.3 .ijigdygp4jS.ngigy
7.3.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Powc...it the l'oint oF Delivery that exceeds 10,000 k\V
multiplied by the hour'; ill the pcei Fic month in which the energy was delivered. (For
example January contains 744 hours. 744 times 10,000 kW = 7,440.000 kWh. Energy
delivered in January in excess oF 7440, 000 kWh in this exainpk: would be Inadvertent
- In-
.01512U1)5
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Energy.)
7.3.2 Although Setter intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy

7.4 j_gvnient Due Date - Energy payirients to the Scllci will be disL,uised withiu 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
inadvertcnt. Energy actually produced by the Seller's Facility and delivered to Idaho Power as
specified in Appendix A.

7.5 çonti _wing Jurisdiction _ 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
4lm Power ntppnyy Idaho Public Utilities Co iisSion all Alton1ogsgy.Ji.ig., 107 Idaho
781, 693 P.2d 421 (1984); klaho Power Comppvv.kkthoPubhicUU01icsCpi))pujti4iQJi, 107
Idaho 1122, 695 P.2d I 261(1985); M o_.crx,io ..hihY r(gjmi, III Idaho 925,
729 P.2d 400(1986); Section 210 of the Public Utilities Regulatory Policies Art of 1979 and 1.8
CFR §292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES

8.1 Idaho Power waives any claim to ownership of Environmenlal Attributes. Envirotintenial
Attributes include, but are not limited to, Green l'ag:;, Greeii Ceitificatee, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRC5) directly associated with the
production ol' energy front the Seller's Facility.
ARTICLE IX: FACILITY AND INTERCONNECTION

9.1 Desigp[acWLy - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so its to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the lull
2/15,2150
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
term of the Agreement.

-9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule .12. the (.ieneratton Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Powet fot etluipincut Cr515, bwtatlation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
iMJtCLli X: DI~CONNEc,rIONI:-,Q-QLIIMt~'NT

10.1 Except its specifically provided for in this Agreement, the required Disconnection qtnpnnt will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix 13.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operatiituta
and monthly maintenance expenses.
i\RTICLt XL: METERiNG ANt) -rE[.FSME'l-Ry

11.1 Meted" and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
alainLain Metering Equipment to he located at a mutually agreed upon location to record and
measure power flows to Idaho Power ii aecordanee with Schedu le 72, Generation
Interconnection Process and Appendix 13 of this Agreement. The Metering Equipment will be at
the location and the type required to measure, record and report the Faci lity's Net Energy, Station
Ike. lnadvnrtenr Energy and maxiunhint energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility's energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho l'ower's actual cost'oI providing this
2-
2/15/1513.5
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
Metering Equipment and services. The Metering Equipment .hall be at the location described a
Appendix B of this Agreement- All meters used to determine the billing hereunder shall be
sealed and the seals shall he broken only by Idaho Power when tIle meters are to be inspected,
tested or adjusted.
1.2 Meter Inspection Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix 13 of
this Anreentent. Ii requested by Seller, Idaho Power shalt make it special inspection or test oft
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall he
notified of the time when any inspection or test shalt take place, and mirh Party may hvis
representatives present at the test or inspection. if it meter is found to be inaccurate or defective,
it shall he adjusted, repaired or replaced, at Idaho Powers expense tn order to provide accurate
metering. if it lacier fails to register, or if the measurement made by it meter during it test varies
by more than two percent (2 %) from the measurement made by the standard tileter used in the
test. adjustment (either upward or downward) to the payments Seller has received shall he made
to correct those payments affected by the inaccurate meter for the actual period during which
ittacctli'atC measurements were made. lithe actual period cannot he determined, corrections to
the payments will be based on the shorter 01(1) a period equal to utte-Itul I' the tulle tsoitt the date
of tile last pvious test of tile meter to the date of the test which established the inaccuracy of the
tlleter or (2) six (6) months.
1.3 TeJeigpy khttto Power will install, operate and maintain at Seller's expense metering,
comntstnications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent l:tsergy proclttcccl and
deli verpil to time Idaho Power Point oh' Delivery to Idaho l'ower's Designated Dispatch Facility.
ARTICLE XII RFiCORI)S
111 Maintenance ol'Reco - Seller shalt maintain at the Facility or such other location mutually
acceptable to tite Parties adequate total gencratiots, Net Energy, StationUse. Inadvertent Energy
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/taraMJ5
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
and maximum generation (kW) records in it form and content recommended by Idaho Power.
2.2 hispeclign Either Party, after reasonable notice to the other Party, shalt have tIme right, during
normal business hours, to inspect and audit any or all generation, Net Energy. Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
AR'FICLI. XIII - PROTECTION
13.1 Seller shall construct, operate and maintain the Facility and Seller-fimrnislied Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix Il
of this Agreement, Prudent Electrical Practices, the National t:fl.'ctrieat ('oils', the National
Electrical Safety Code ,'incl any other applicable local, state and federal codes. Seller
acknowledges receipt of the Generation Interconnection Process. 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 physically interrupt the now of energy from the Facility as specified within Schedule
72, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to Us occurrence as provided iii paragnaph 14.9. Setici shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, sonic of Seller's protective relays will
7rovidC buck no promectiomi for Idaho Power's facilities. In ihz.mi event, Id-die Power will teSt such
relays annually and Seller will pay the tctttal cost of such annual testing.
jKi1KLE.XtV----1ERtVJ'IQNS
I 4 . I Communications Idaho Power and the Seller shall maintain appropriate operating
COnhitititllcatiolis through Idaho I'owcr's l)esignatcd Dispatch Facility in accordance with
Appendix A of this Agreement.
4.2 gy.A2cgMa9gg--
- 14-
Sit 5/2012
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
14.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented Fi-ota doing so by an event OF Force Majeure, or it Idaho f'ower
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance- requirements,
C1 lcIgelicies, elecijictil system operating eonditions On its system or as otherwise required
by Prudent Electrical Practices. if, for reasons other than an event of Force Majeure,
Idaho Power requires such a curtailment, interruption or reduction of Net Energy
deliveries For ii period that exceeds twenty (20) days, beginning with the twenty-First day
of such interruption, curtailment or reduction, Seller will be deemed to be delivering Net
Energy at a rate equivalent to the pro rain daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
cattail ment or reduction is terminated.
4.2.2 It', in the reasonable opinion of Idaho Power, Seller operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Powers
equipment, personnel or service to its customers, Idaho Power may physically interrupt
the Flow 01' energy From the Facility as specified within Schedule 72 or rake such other
reasonable steps as Idaho Power deems appropriate.
4.23 Under no circumIances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds time Max i mum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
14 5etDesatertSrLslphsanfEnexgikjiye.dcs
14.3.1 If the Sellers Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Maleure or by neglect, disrepair or lack of adequate
preventative maintenance of the Sellers Facility. Seller rutty, after giving notice as
provided in paragraph 14.3.2 below, temporarily suspend all deliveries of Net Energy lo
-15-
2/18120(5
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power from the Facility or from individual generation unit(s) within the Facility
impacted by the forced outage for a period of not less than 48 hours 10 correct the forced
utase condition ("Declared Suspension of tnergy Deliveries"). The Sellers Declared
,, Pn,, Si cit h...,.. ID_AL LU ULLI/Ul LLflItJLl'IJLLL. t11c
Sellers telephone notification as specified in paragraph 143.2 and will continue for the
tituc 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 Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.3.2 If the Seller dosioss to initiate a Declared Suspension of Rnergy Delivejies its prnviikvt in
paragraph 14.3.1. the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour 01 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 Ill that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
cc Seller to initiate it Declared Suspension of Energy Deliveries. klaho Power will
review the documentation provided by the Seller to delerneute Ithilto Fuwet's acceptance
of the described forced outage as qualifying for it Declared Suspension of Energy
Deliveries as specified in paragraph 14.3.1. Idaho l'ower's acceptance of the Seller's
forced outage an in acceptable Forced outage will he ba.cet 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.
45 slligie..Lgiej.s - Seller, in accordance with Prudent Electrical Practices shall minimize voltace
I net nations and maintain voltage levels acceptable to Idaho Power. Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (ISO) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power's expense. Seller's equipment its
16-
I 512555
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
necessary to accommodate the modified nominal operating voltage level.
14.6 c;cnertorRampjqg - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power's electrical system. Generation ramping may be requited to permit
Idaho Power's voltage regulation equipment time to respond to changes in power flow.
143 S,cJlriled_Ntningece On or before January 31 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 Use proposed schedule.
The Parties determination as to the acceptability of the Seller's timetable for scheduled
ir,ai ntenance will lake into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's p:'eicrred schedule.. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
14.8Maintenance Coordination . This Seller and Idaho Power shall, to the extent practical, coortlinats
their respective line and Facility maintenance schedules such that they occur simultaneously.
14.9 (lofflact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller's Facility.
Seller understands that in the case or emergency circunistaucca, rcal tii uperaliuiis ut the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INI)EMNIFICATJON AND INSURANCE
15.1 jaiJcmodcitIon - 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, ctamnage,
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party's construction, ownership, operation or
maintenance of', or by failure of, any of such Party's works or facilities used Ui connection with
- 17-
51515)5
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
this Agreement. The indemnifying Party shall, on lie other Party's request, defend any suit
asserti rig a claim covered by this indemnity. The indemnifying Party shall pay all costs, including
reasonable attorney Fees that may be incurred by the other Party in enforcing this indemnity.
15,2

Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.2.1 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.
15.2.2 The above insurance coverage shall he placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(h) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written liOtiCC to Idaho Power.
15 Si,lki to Provide Certificate of insurance As required in paragraph iph 4 I a lu_run and annually
thereafter, Setter shalt furnish Idaho Power a certificate ut' illsuraltcc, together With the
endorsements required therein, evidencing the coverage asset Fotth above.
15.4 'elluio Notik, lthlio.f,qvg of loss of Cosug If the insurance coverage required by
t,artmgrripli 15.2 shalt lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power 01' the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute it Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJ FU- RE
16.1 As used in this Agreement. "Force Majeur&' or "an event of Force Majenre" means any cause
beyond the control of the Seller or of Idaho Power which, despite lie exercise of due diligence,
- 18-
1/i 512(5)5
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 19
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
00(1, lire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, tires, lightning, epidemics, sabotage, or changes in law or regulation occurring alter
the Operation Date, which, by the exercise of reasonable foresight such party could sot
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
uvctcuiiie. If either Party is rendered wholly or its part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall he excused from
whatever performance is affected by the event of Force Majeure, provided that:
I 't'he non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeur, give the other Party written notice describing
the particulars of the occurrence.
(2)The suspension of performance shall he 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 causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall he excused as a result of such
occurrence.
ARTICLE XVII: LAND RI0IITS
17.1Seller to Provide Acces.s Seller hereby grants to Idaho Prover for the tern) of this Agrecimmi Al
necessary rights-of-way and easements to install, operate, maintain, replace, and remove ltl:.iho
Power's Metering Equipment, Interconnection Equipment, Disconnection liqttipmcnt. Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adeqtiam
and continuing' access rights on property of Seller. Setter warrants that it has procured sufficient
casculerits and rigIlls-ol'-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
- 19-
015125(15
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20

7.2 Use of Public_Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Iherelona, subject to Idaho Power's compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Firci rucs upon, along and over any and all pirbl ic roads, strccts and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities arid Idaho Power may ctri Lii was of arch public right_of-way for such purposes at a ny
lime. Except as required by Paragraph 17.4, Idaho Power shall not he required to compensate
Seller for exercising its rights under this paragraph 17.2.

17.3 Joint .JpJFacilities Sirh1u.t to Id ilto Power's compliance with paragraph 7 4 Idaho Powur
may use and auiach its distribution and/or transmission facilities to Seller's interconnection
Facilities, may reconstruct Seller's Interconnection Facilities to accommodate Idaho Power's
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 7.2, attaching Seller's
Interconnection Facilities to such newly constructed facilbies. ttxcepi as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights tinder this
paragraph 17.3.

17.4 Cmctrrronjtiui. It izitho intention of the P'urrre (hat the Seller be left in substantially thu
condition, both financially and electrically, as Seller existed prior to Idaho FlowdCs exercising its
rights trader this Article XVII. Therefor, the Parties agree that the exercise by Idaho Power of
ally of the rights enumerated in paragraphs 17.2 and 17.3 shall: (II comply with all applicable
laws, codes and Prudent I:ilectrical Practices, (2) equitably share tIre costs of irssralliirg, owning
and operating jointly used flici Idles and riglrt-of-way. If the Parties are unable to agree on tire
method of apportioning these costs, the dispute will be subnuilted to the Commission for
resolution and tile decision of the Commission will be binding on the Parties, and (3) shall
-10-
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
provide Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVIII: L1ABlLlTY DEDICATION

18.1 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. 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 other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
AiTtCI .R

19.1 Except where specilically stated in this Agreement to be otherwise, the duties, obligations and
iabi!itics of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall over be construed to create an association, trust, partnership or joint
vCnitlie or impose it 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
Agreenient.
ARTICLE XX: \VAIVER

20.1 Any waiver at any time by either Party of its rights with respect to it 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.
ARl'ICLE XXI: CilO[CE OF LAWS AND VENUE

21,1 This Agreement shall be construed and interpreted in accordance with the laws of the Stut of
Idaho without reference to its choice of law provisions.

21.2 Venue For any litigation arising out of or related to this Agreentent will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
- 21-
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 22
ARTICLE XXII: DISPUTE'S AND DEFAULT
22.1 puts - 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 br resolution.
22.2 Notice ut Default -
22.2. Defaults. If either Party fails to perform any of the term ,,, or conditions of this
Agreement (an event of default"), the nondefau Iti ng Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which tuch
default occurred. If the dahiulting Party shall fail to cure such delSnit within the sixty
(60) days after service of such notice, 01' if the defaulting Party reasonably
demonstrates to the other Patty 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 etire, then, the nondefaulting Parry nay. at its option, terminate (his
Agreement and/or pursue its legal or equitable remedies.
22.2.2 .MIttUiicbg The notice and cute provisions in paragraph 22.2.1 do not apply
to cict'aults identified in this Agreement as Material l3retclies. Mirteriat Breaches must
be cured as expeditiously as possible following occurrence of the breach.
22.3 Security-for Perlornianca - Prior to the Operation Date and thereafter for the full ICI'iTt of this
grocn1eet, Stler will provide Idaho Power with the fotlowin:
223.1 Insurance - Evidence of compliance with the provisions of paragraph 5.2. If Seller
fails to cotoply, such failure will be a Material Breach and may only he cured by
Salter supplying evidence that the required insurance coverage has been replaced or
reinstated;
22.3.2 its Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
& M) from a Registered Professional Engineer licensed in the State of Idaho, which
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 23
Certification of Ongoing 0 & M shall he in the form specified in Appendix C. Seller's
lilitre to supply the required certificate will bean event of default. Such a default
may only be cured by Seller providing the required certificate; and
22.3.3 Lim nsejtjand Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agicemetit. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4. 1. 1, If at any tune Seller fails to maintain
compliance - with the permits and licenses described in paragraph 4. 1.1 or to provide
the documentation required by this paragraph, such failure will bean event of default
and may univ he cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
\RTICLEXXIEE:_G0VRNMENThJFU0RIZABQli

23.1 This Agreement is :.ubject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXIV: COMMISSION ORDER

24.1 This Agreement shall become finally effective upon the Commission's approval of all terms and
L'ovisiotn; 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,
IC1,EX2X3L..S.UCCESQR&AiSI(3NS

25.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inum to the
benefit ol the respective successors and assigns of the Parties hereto, except that ito assigniitcnt
hereof by either ['ally shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably wilhltekl. Notwithstanding the foregoing,
- "1-
2118/200
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 24
any party 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 Setter, succeed to all 01 Idaho tower's rights,
obligations and interests under this Agreement. This article shalt not pent a financing entity
wli recorded or secured rights from exercising all rights and remedies available to it under law
or C01111 40. tLlatiu Power Shalt hive the right to be notified by the financing entity that it is
exercising such rights or remedies.
AR'I'tCLE XXVt: MODIF[CATIOf4
26.1 No modification to this Agreement shall he valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTFCLE X& 11: 'FAXES
27.1 Each Party shalt pay belore delinquency all taxes and other governmental charges which, if failed
to he paid when due, could result in it lien upon the Facility or the Interconnection Facilities.
ARTICLIft XXVIII:_NOTLCftS
.S. I All 'vritien notices tinder this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller: Tuana (hi left Wind Park, L.L.C.
Larry Leib
424 Dodge Ave
Helena, Ml' 59601
24..
2/i S/20ri
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 25
To IdahoPower:
Ori"itial document to:
Vice President, Power Supply
Idato Power Company
PD Box 70
Boise, Idaho 33707
Copvofdocumentto:
Cogeneration and Small Power Production
Idaho Power Company
PC) Box 70
Boise, Idaho 83707
ARTICLE XXIX: ADDITEONAL TERMS AND CONDITIONS

29.1 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 Certilieadons
ARTICLES XXX: SEVERA11111D

30.1 The invalidity or uncuforceahility of any term or provision of this Agreement shalt not affect the
validity or citforceahility 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 oniitted.
ARTICLE XXXI: COUNTERPARTS

31.1 This Agreement may be executed in two or more couuitetparts, each of which shall be deemed an
original but all of which together shall constitute one and the sanic instrument.
ARi'ICLN XXX II: LNTIRE AGRI:UMbN'F

32.1 This Agreement constituteS the entire Agreement of the Parties concerning the st.tbjcct matter
hereof and supersedes all prior or contemporaneous oral or written tgreemetlls between the
- 25-
5/2 05
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 26
Part es c.oneerit ing the subject rOaRer hereof.
IN WITNESS WI-LEREOF, Ilie Parties hereto have caused this Agreement to be executed
in their respect ie iaitio uu the dates seE look below;
Idaho Power Cornt)anv LiinaGgiciL Wind Park L.LC.
By By ..-
N. \'eIii I'oitcr - .5'tr Power Supply Operations James Carkulis
Dated Dated
"Idaho Power' "Seller"
26-
2115/1010
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 27
APPENIMX
A-1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end or each month the following required documentation Will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
P0 Box 70
Boise. Idaho $3707
The Meter readings required on this report will he the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the niaxinlunh generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately admi ilister this Agreement.
-27-
'2111si)1305
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 28
Idaho PoNver Company
Cogeneration and Snialt Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project Name Project Number:
Address - Phone Number:
City State Zip
Facility Station Station Metered
nOutput aae age Maximum (mastisa
.\tater Nwnbor:
End of tMonth kWh Meter Reading: kW
Beginning of Month kWh Meter:
Difference:
Times Meter Constant: Net Generation
kWh for the Month:
Metered Demand:
Breaker Opening Record Breaker Closing Record
L.-.-.i [.. _...j... ... ... ....... ._J_------- --... ------------..__..1
ltsakm flpnina R,asn,i ( nilis
I Lack of Adequate Prime Mover
2 Forced Outage at Facility hereby certify that the above meter readings are
trite and correct as of Midnight on the last day of the 3 Omtnrl,ance at System lP( :iltie month and that the switching record is accurate
4 Scheduled Maintenance and complete as required by the Firm Energy Sales
5 Testing of Protection Systems Agreement to which fallia Party.
6 Cause Unknown
7 Other (Explain)
Signature Datv
-2$-
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 29
A-2 ROU'rlNI REPORl1NG
Idaho Power Contact Information
giyjnergy Production Reporting
Call daily by 10 an., 1-800-356-4$2 or 1-800-635-1093 and leave the following
information:
• Project Identification -Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unolanned Protect outages
Call 1 800345 1.319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approxunitte Ii me outage occurred
• Esti mated day and time of project coming back online
Sellers Contact Information
Name:
Telephone Number:
Cell Phone:
Telephone Number:
2it5120{iS
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 30
- 29-
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315065
TUANA GULCH WEND PARK
B-1 DESCRIPTION OF FACILITY
The Facility will consist of 7 013 \-Vtnd turbines model 77 SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 10.5 MW.
13-2 LOCATION OF E:AC1L ITT
Near: I tagerman. Idaho
Sections: j7i2, iS. 9 Township:. 7S Rauge:_flj_ County: Twin Falls Idaho.
Sections Township; 6SRangc--ECounty:--IyJ Idaho.
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected I cemb r.'j.1 -.-M as the estimated Scheduled First Energy Date.
Seller has selected Junuy.l5. 2006 as the estimated 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 proicct
being granted an Operation Date. klaho Power, based on the information supplied by the Seller,
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
0-4 MAXIMUM CAPACITY AMOUNT: This value will bu 10.5 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. This
value is the maximum energy (MW) that potentially could be delivered by the Seller's Facility to
the Idaho Power electrical system it any moment in limit.
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B-S POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Setters
Facility's energy is delivered to the Idaho Power electrical system. The Idaho Power UettCi'(ttiOtl
Interconnection process will determine the specific Poi fit of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will becutiic cii littegial part of this r\gieenicitt.
13-6 LOSSES
tithe Idaho Power Motoring 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 file Idaho Power Metering 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
l->ower Point of Delivery. This loss calculation will he initially set at 2% of the kWh energy,
production recorded oil the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (transformer loss
specifications. conductor sizes. etc) 01' all or the electrical equipment between the Facility antI the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime during the term of thie 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 systam. Idaho Power may adjust
the etlet lalion and retroactively adjust the previotis months kWh loss calculations.
B-I METERING AND TELldlU;TRY
The Idaho Power Generation Interconnection process will determine the specific metering and
tehenietry requireittents for this Facility. At the ntinimtiin the Metering Equipment and l'eteiactry
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eqU)ment 111(151 be able to provide and record hourly energy deliveries to the Point of Delivery
and any other energy measurement,,; required to administer this Agreement. These specifications
Will include but not be 111111ted 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. The entire Generation
lutereoiineciton process, including but not limitcd to the equipment specifications and
requirements will become an integral part of this Agreement. Seller will arrange for and make
available at Seller's cost communication circuit(s) compatible to Idaho Power's communications
equipment and dedicated to Idaho Power',; use terminating at I lie Idaho Power mci I tic': capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of t'.e Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-i SPECIAl. PACILITtFS
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not he 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
ccllUpflient. the cot ire Generation Interconnection process, including but not limited to (lie
equipment specifications and requirements will become an integral putt of this Agreement. Idaho
Power owned equipment will he maintained by Idaho Power, with total cost 01 purchase,
installation, operation, and maintenance, including adniinisteihh ye cost to he reinthured iii Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
Special Facility cost will be included in the calculation of the Monthly Operation and
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Maintenance Charges specified in Schedule 72.
B-S REAfJTLVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplted by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation [fl(ercOflflCCtIOn process will specify the equipment required on the Idaho Power
system to meet the Facility's reactive power requirements. These specifications will inctude but
not be limited to equipment specifications, equipment location, Idaho Power provided equipment,
Seller provided equipment, and at coats aissociated with the equipment, design and installation of'
the Idaho Power provided equipment. The entire Generation Interconnection process, including
bait not limited to the equipment specifications and t:jLt tt'enients Will become an integral part of
this Agreement. Idaho Power owned equipment will he maintained by Idaho Power, with total
cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total reactive power Cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
B-c) DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller's Facility will he disconnected from
Idaho Powers system in the event of ( I) the Setters delivery of energy exceeds the Maximum
Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment of energy
deliveries to Idaho Power or (3) a disturbance on either Idaho Power's system or the Seller's
F.iiliLy. 'the Idaho Power ()eneriition Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection 01
the Idaho Power system and xluiprnent only. These specifications will include but not be limited
to equipment specifications, equipment location, Idaho Power provided eqtttpment. Seller
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provided equipment, and all costs associated with the equipment, design and installation of he
Idaho Power provided equipment. Seller will install all Seller provided equipment, control wire
and conduit necessary lor the operation of the Disconnection Equipment. Through the
Generation Interconnection process, Idaho Power will supply details for the disconnection panel
and will lest the equipment prior to any operations of the Facility, Seller will provide drawings of
their interconnection wiring for engineering approval prior to installation. The entire Generation
lntercoiinection process, including but not limited to the equipment specifications and
requirements will become an integral part of this Agreement. Idaho Power owned equipment will
I- ned nia mad hy Idaho Priwar. with total cost of pnn'hnsts, imaallmion, nparaiim , and
maintenance, including administrative cost to be reimbursed to Idaho Power by the Seller.
Payment of these costs will be in accordance with Schedule 72 and the total Disconnection
Pqti i)il1Ci1l cost will he included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
13-10 COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost for
this t'aci I ity In interconnect to the Idaho Power system, including but not Ii fluted to the cost of
Metering equipment, Telemetry equipment, Special Facilities, Reactive Power. Disconnection
equipment, Protection equipment and Interconnection Equipment. As specified in the Generation
Intcccunncctioti process and in accordance with Schedule 72 and this Agreement the SctIcr will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment,
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay klili, Power the iliojulily operation and niainiensnce charge specified in Sclie,.luk 72 or
is successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following file dale which Idaho Power has completed installation of the
lilaho Power provided eqtilpinent and [lie interconnection equipment is iVai able for use by the
Facility. The monthly operat OilS and maintenance charge will be based upon the initial cost paid
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by the Seller in accordance with Schedule 72. Upon reconciliation of the actual costs, in
accordance with Schedule 72 the monthly operations and maintenance charge will he adiustecl to
rerlect the actual cost incurred by Idaho Power and previously charged monthly operation and
maintenance expense will he revised to reflect the actual cost incurred by Idaho Power. Idaho
Power will refund or Seller will remit any underpayment of the adtusted monthly operations and
toalniornutce charge within sixty (60) days of the determination of this amount.
B- I I SALVAGE
No later than Sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72, the Generation
Interconnection Process and/or described in this Agreement, less the cost ol removal and transfer
to Idaho Power's nearest warehouse. if the Interconnection Facilities will be removed. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by klzilio Power and Idaho Power shall pay such amount to Seller
Within thirty (30) days after receipt or the invoice. Seller shalt hitiVO the right tu offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersi 'ned , Oil behalf of lii maci I and
hereinafter collectively referred to as "Engineer",
hereby slates and certifies to Idaho Power as follows:
That Engineer is a Liccnscd Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter 'Agreement',
lWw'on Idaho Power as Buyer, and ... as Seller, dated
J. That the cogeneration or small power production project which is the subject of the
Agreement and this Statement is identified as ll'Co 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 '1'ownshj_,
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 it I n& n.t It t substantial experience to the design, construction and operation of
electric power plants of the ',tnie type as this Pmject
7. That Engineer has no economic itlat ionsltip to file Design Engineer of this Project and
has made the analysis of the plans and specifications ittclepcttdcnt ly.
S. 'l'hai Etigirteer has reviewed the engineering design and construction of the Project
including the civil work, electrical work, generating equipment, prime mover con vewince system. Seller
furnisher] Interconnection Facilities and oilier Project facilities and equipment.
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9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
tO. 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 it _...) year period.
II. 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 Engineers and
opinions contained in this Statement-
12, That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below
By
(P.LStamp)
Date
2/I
Exhibit 2109
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R. Guy: Idaho Wind Partners I, LLC
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I
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned ___.__.---------------.__. on behalf of himself and
, hereinafter collectively referred to as "Engineer,"
hereby states md cent fies to the Seller as follows:
1.'First Engineer ise Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed tile Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dared
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCO Facility No. and is hereinafter referred to as
ire 'Project."
4.That he Project, which is commonly known as the
Project. is located in Sectlon , Township
Range , Boise Meridian, -. County, Idaho.
S. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for n twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and Operation or electric
power plants of the same type as this Project.
7 That Engr aner has no econoitric relal ioiisltip 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 [hi', Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's prodtttg at or oear the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9.That fngineer 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
knowledge and thcrcforc sets his hand and seal bolow.
By
(PE. Stamp)
Date
Exhibit 2109
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The inidcrsi"jicd , on behalf of himself and
-- hereinafter collectively referred to its "Engineer," hereby
states and certifies to the Seller as follows:
That Engineer is a Licensed Professional Engineer in good standing in the St',its of lsl:iho.
2.That Engineer has reviewed the Energy Sales Agi'ceinent, hereinafter 'Agreeioent," 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 I PCo Facility No. and hereinafter referred to as the
Project".
4.That the Protect, which is commonly known as
Project, is located at
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power fora twenty (20) year period.
6.That I2ngi near has substantial experience in the design, euisstruetion and Operation ol' electric
power plants of the same type as this Project.
7.That littgincer has no economic relationship to the Design Engineer of this Project.
ii. That Engineer has made a physical inspection of said Project. its operations and maintenance
records since the last previous certified inspection. 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 ill reasonably good operating condition; littd that if adherence to said O&M Policy eOtutinttes, the
Project will continue producing at or near its design electrical output, efficiency and plait factor for the
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remaining years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineers represonttiiions and opinions contained in this Statement.
JO. '[hat Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
T.E. Stamp)
Date
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FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
CAMP REED WIND PARK, LLC
TABLE OF CONTENTS
Article TITLE
Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
S Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
S Environmental Attributes
9 Facility and Interconnection
10 Metering and Telemetry
It Records
12 Operations
13 Indemnification, and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
I 8 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
26 Additional Tcnns and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix !
Appendix B
Appendix C
Appendix D
Appendix F
Appendix F
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FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Camp Reed Wind Park, LLC
Project Number: 3I31_
S (
THIS AGREEMENT, entered into on this ,j,( day of J t 2009 between
CAMP REED WIND PARK, LLC (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as 'Party."
Wm13SsETn:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTJCLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:

1.1 "Calculated Net Energy Amount" -The Nameplate Capacity of the Facility multiplied by the
total hours in the applicable month minus the estimated Lost Energy Production, and minus the
estimated Station Use associated with the Lost Energy Production.

1.2 'Commission" - The Idaho Public Utilities Commission.

1.3 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.

1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5 and 5.6.

1.5 "Delay Period" - All clays last the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
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El

1.6 "Delay Price" - The current month's Mid-Colunjbja Market Energy Cost minus the current
month's All Flours Energy Price speciliecl in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will he 0.

1.7 "esigigjDisatchFacjj(" Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.

1.8 "Enemy Shortfall Price" - The current month's Mid-Columbia Market Energy Cost minus the
current month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this
calculation results in a value less than 15.00 Mills/Kwh the result shall be 15.00 Mills/Kwh.

1.9 "Facility" - That electric generation facility described in Appendix B of this Agreement.

1.10 "First gv Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.

1.11 "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, orb) 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: I)
equipment failure which was not the result of negligence or lack of preventative maintenance or
2) unplanned preventative maintenance to repair equipment that left unrepaired, would result in
failure of equipment prior to the planned maintenance period. The Parties sisall make
commercially reasonable efforts to perform this unplanned preventative maintenance during
Periods of low wind availability or 3) responding to a transmission provider curtailment order.
1.12 "Heavy Load Hours" -. The daily hours beginning at 07:00 am, ending at 11:00 pm Mountain
Time, (IS hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourth of
.Iuly, Labor Day, Thanksgiving and Christmas.

1.13 "Inadvertent linejgy" - Electric energy Seller does not intend to generate. Inadvertent Energy is
more particularly described in paragraph 7.5 of this Agreement.

1.14 "Interconnection Facilities' - All equipment specified in Idaho Power's Schedule 72.
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1.15 itialCgciiy Determination" —The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
116 "Lieht Load Flours" -'file daily hours beginning at 11:00 pm, ending at 07:00 am Mountain
Time (8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas.
1-17 "kges" -The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.18 "Lost Net Energy Production" - A monthly estimate after the fact, prepared and documented by
Seller and accepted by the Buyer, of the Seller's Facility's individual generation Unit's energy
production that was not delivered as Net Energy due to: 1) periods where the level of Sufficient
Prime Mover were outside the manufacturer's acceptable operating range for the wind turbine
generator, 2) incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. if any of the above listed events (measured on each individual occurrence and individual
generation unit) lasts for Less than 15 minutes, then no Lost Energy Production will be calculated.
Calculation of the amount of Lost Energy Production will be the verifiable duration (not less than
IS minutes) of the event multiplied by the Nameplate Capacity reduction of only the affected
generation unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have been
associated with this calculated Lost Net Energy Production. It is understood by the Parties, that a
specific generation units outage may indirectly impact other fully operational generation units, in
which ease the forced outage calculation could extend to the other impacted generation units.
Example - if a single turbine with a Nameplate Capacity rating or 2.1 MW suffers a 100% gear
box failure that was not a result of negligence or lack of preventative maintenance (Forced
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Outage) and it takes 48 hours to replace the gear box, and other generation units in the immediate
vicinity of this generation unit operated at a 30% capacity factor during this 48 hour period then
the amount of Lost Energy Production will be; 48 hours X 2.1 MW X 30% = 30.24 MWh
(30,240 kWh)
1.19 "Market Enemy Reference lce" - Eighty-live percent (85%) of the Mid-Columbia Market
Energy Cost.

1.20 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.21 "Maximum Capacity Amount".- The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.22 "Mechanical Avai1kjljty" - The percentage amount calculated by Seller within 5 days after the
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any penalty associated with falling
short of the Mechanical Availability Guarantee for each month shall be determined in accordance
with paragraph 6.4.4. -

1.23 "Mechanical Availability Guarantee" shall he as defined in paragraph 6.4.
1.24 "Metering EQuiument" - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measure, record and telemeter hi-
lirectional power flows between the Seller's Facility at the Seller's individual generation
Facilities and the Point of Delivery on the Idaho Power electrical system.
1.25 "Mid- Columbia Marke Enemy 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 Parties
will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.

1.26 "Nameplate Capacity" —The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
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breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.

1.27 "Net Enerey" - 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 terms of this Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery for the lull term of the Agreement. Net Energy does not include Inadvertent Energy
1.28 "Operation Date" -The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.29 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.

1.30 "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.

1.31 "Scheduled Oneration Date" - The date specifIed in Appendix B when Seller anticipates
achieving the Operation Date. in establishing this date it is expected that the Seller reasonably
determines this date is based upon the best known information in regards to equipment
availability and construction schedules
.32 "Schedule 72" - Idaho Power's Tan If No 101, Schedule 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay alt costs of interconnection
and integration of this 1-a I cility into the Idaho Power electrical system as specified within
Schedule 72.

1.33 "Season" —The three periods identified in paragraph 6.2.1 of this Agreement.

1.34 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72.

1.35 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
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in the Mechanical Availability calculation, the previous period's actual Station Use will be used
as a basis.

1.36 "$ufficient Prinje means wind speed that is (1) equal to or greater than the generation
unit's manufacturer-specified minimum levels required for the generation unit to produce energy
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.37 "Surjn" - All Net Energy produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.

1.3 "Total Cost of the Facility" -Tie total replacement cost of structures, equipment and
appurtenances.
1.39 "Wind Energy Production Forecast" - A forecast of energy deliveries from this Facility provided
by an Idaho Power provided wind forecasting model. The Facility shall be responsible for an
:illocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE 11: NO RELIANCE ON IDAELOPOW ER

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.
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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 is 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 Seller's Qualifying
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY

4.1 Prior to the First Enor' Date and as a condition of Idaho l'ower's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 Ct
seq. and a Qualifying Facility certificate.
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 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
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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 tbrm 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 Initial capacity Determination- Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
chanictetistics, normal and/or average operating design conditions and Station Use data.
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination Within a
reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
generation units at this Facility is less than 10 MW, the Seller shall submit
detailed, manufacturer-specific, verifiable data of the Nameplate Capacity ratings
of the actual individual generation units to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
nameplate rating of the generation units to be installed at this Facility is less than
10 MW, it will he deemed that the Seller has satisfied the Initial Capacity
Determination for this Facility.
4.1.4 Namppl tc Cao itv— Submit to Idaho Power Manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included within the entire Facility. 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.
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4.1.5 Enaineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.! .7 Interconnection - Provide written confirmation &om Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation -
4.1.8.1 Provide all data required by the Idaho Power delivery business unit to enable the
Seller's Facility to be designated as a network resource.
4.1.8.2 Receive confirmation from the Idaho Power delivery business unit that the
Seller's Facility has been designated as a network resource.
4.1.9 Reserve Accounts - Demonstrate to Idaho Power's satisfaction that the Seller has
established and funded (1) a debt service reserve account in a form and with a fund
holder which complies with paragraph 19.3.2 and (2) demonstrate to Idaho Power's
satisfaction that the Seller has established a maintenance reserve account in a form and
with a Rind holder acceptable to Idaho Power. Said maintenance reserve account shall be
structured and ftindecl as follows:
4.t.9.1 All funds will be prudently invested, in a guaranteed, insured account
and all cost of implementing and operating the maintenance reserve
account shall be paid by the Seller. All interest earned on the funds on
deposit will be retained in the maintenance reserve account. At the end
of the term of this Agreement, any balance remaining in the maintenance
reserve account shall be the property of the Seller.
4.1.9.2 Within 60 days after the completion of each contract Year, the Seller
will deposit cash in the maintenance reserve account in an amount equal
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to, or exceeding 5% of the Facility's estimated gross income for the
ensuing Contract Year, less an amount equal to the Facility's actual
maintenance, repair and replacement expenses (maintenance expenses)
incurred during the prior Contract Year. At Seller's option, the cash
required hereunder to be maintained in such reserve may be replaced by
an irrevocable standby letter of credit in the same amount.
4.1.9.3 The minimum amount of deposit retained in the maintenance reserve
account shall be 2,000,000. This minimum amount will be adjusted
either upward or downward to reflect current replacement cost of a
complete wind turbine/generator. (i.e. tower, nacel(e, generator, control
unit, associated wiring, em) This adjustment will ho made at the
beginning of each 3t contract year and the replacement value determined
by the replacement cost valuation methods as described within paragraph
13.2.6.c. In the event this adjustment results in a balance in this account
exceeding 10% of the actual replacement cost of a complete wind
turbine/generator then the Seller may request a disbursement of funds as
specified in paragraph 4.1.9.6.
4.1.9.4 At the time Seller makes the deposit described in paragraph 4.1.9.2,
Seller will provide Idaho Power with an accurate, verifiable report
showing the prior Contract Year's actual maintenance expenses,
identified by appropriate FERC maintenance account number, and the
estimate of the Facility's gross income for the ensuing Contract Year
used to compute the deposit amount, together with documentation
supporting the estimate of gross income.
4.1 .9,5 If at any time it appears that the maintenance expense for that Contract
Year will exceed 5% of the Facility's estimated gross income for that
Contract Year, the Seller may request that Idaho Power consent to the
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release of funds from the maintenance reserve account in an amount
sufficient to pay the anticipated additional maintenance expenses. The
request must include documentation supporting the Seller's projection of
excess maintenance expense, identified by appropriate FERC
maintenance account number, and such documentation shall be
submitted to Idaho Power, Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.1.9.6.
4.1.9.6 Control of the maintenance reserve account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The
only authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee. Accordingly, funds
will only be released from the maintenance reserve account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
4.1.9.7 At the end of each Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account
requirements set out in this Agreement. 'this evidence of compliance
will be provided in a manner and form acceptable to Idaho Power. The
maintenance reserve fund will be subject to the lien rights described in
paragraph 4.1.10 below.
4.1.9.8 If the Facility has established a maintenance reserve account in a form
and amount that meets or exceeds the maintenance reserve requirements
as defined below for compliance with other parties having a financial
interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's
acceptance that the financial maintenance reserve requirements meet or
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exceed the requirements within this Agreement, Idaho Power will accept
this financial maintenance reserve account as meeting these
requirements If Idaho Power accepts, this financial maintenance reserve
account, it will be required that within 60 days of. the end of each
Contract Year the Seller provide rdaho Power documentation of the
balance within the financial maintenance reserve account and the
previous year's activity within the account. Idaho Power reserves the
right to require the Seller to provide a maintenance reserve account as
specified below at any time during the term of this Agreement if Idaho
Power determines that the Seller's financial maintenance reserve account
no longer meets or exceeds these requirements.
4.1.10 Security Interests -Provide Idaho Power with acceptable security against Seller's
default under this Agreement. Acceptable security will conform to Commission
Order No. 21690 and No. 21800 and may include, but will not be limited to (1)
title insurance, security interests in the real property associated with the Facility,
xtuipment, fixtures, contracts, permits, easements, rights-of-way, land use
agreements, funds held in escrow in which Seller has an interest and that relate to
the operation of the Facility, and other reasonable security arrangements
consistent with the Facility's financing and ownership arrangements; or (2) the
seller may Post liquid security in an amount equal to at least thirty live percent
(35%) of the Accumulated Overpayment Amount specified for that year in
Appendix F.
4.1.10.1 Idaho Power's security interests will be superior and senior to all liens
other than the first mortgage lien and other security interests permitted
in accordance with paragraphs 4.1.10.2. The Seller shall be responsible
for all costs reasonably incurred by Idaho Power to review and perfect
this security interest not to exceed $15,000.
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4.1.10.2 If Setter desires to incur a first mortgage lien or other security interests
that will be superior to Idaho Power's security interests in the Facility,
at least twenty-one (21) days prior to their execution, Seller shall
provide Idaho Power with draft copies of the deeds of trust, mortgages
and other security agreements that will be used to secure such first lien.
Upon their execution Seller shall provide Idaho Power with copies of
the executed first lien documents. The executed first lien documents
shall not be assigned, amended, modified, or extended, and no
replacement or refinancing of any nature shall be undertaken, without
Idaho Power's prior written consent which consent shall not be
unreasonably withheld, in no event will the amount of any first
mortgage lien exceed $56,250,000. The total amount of all refinanced
or replaced first liens shall not exceed the unpaid principal balance of
the first mortgage liens they replace.
1.10.3 Other than the first mortgage liens permitted herein, or temporary
mechanic's, statutory or similar liens incurred in the ordinary course of
business in an amount not to exceed in aggregate $50,000, Seller will
not permit any liens or encumbrances of any nature whatsoever to be
placed on the Facility without Idaho Power's prior Written Consent,
which consent will not be unreasonably withheld. If any unpermitted
lien or encumbrance is placed on the Facility, Seller will provide Idaho
Power with a bond, insurance or other security acceptable to Idaho
Power in an amount sufticient to secure the full discharge of such
unpermitted lien or encumbrance.
4.1.10.4 During the remaining term of this Agreement, Seller shall maintain
compliance with all requirements of Idaho Power's security interests
described above in paragraph 4.1.10 of this Agreement and
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Comniissjon Order No. 21690. Seller's failure to comply with those
requirements, will be an event of default and in addition to any other
remedies available under this Agreement, Commission Order No.
21690, and the security interests, Seller will be required by Idaho
Power to post liquid security ("Performance Security") in a form as
specified in Appendix 0 in an amount equal to at least thirty five
percent (35%) of the Accumulated Overpayment Amount specified for
that year in Appendix F. Failure to maintain and provide the liquid
security required by this Agreement and Commission Order No. 21690
and No. 21800 shall be an event of default.
4, 1.11 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been futfille<L 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 - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shalt continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.

5.2 Operation Date -The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement iii a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner,
(i) Seller has requested an Operation Dale from Idaho Power in a written format.
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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 Seller shall cause the Facility to achieve the Operation Date on or before the Scheduled Operation
Date.
53.1 If the Operation Date occurs after the Scheduled Operation Date but prior to 90 days past
the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated Damages
calculated monthly as follows:
Delay Liquidated Damages are equal to ((Current month's initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the current month) multiplied by the current months Delay Period) multiplied by
the current months Delay Price.
5.3.2 If the Seller's Facility has not achieved the Operation Date within 90 days after the
Scheduled Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages
calculated as follows:
Twenty dollars (520) multiplied by the Maximum Capacity Amount with the
Maximum Capacity Amount being measured in KW.
5.4 If Seller fails to achieve the Operation Date within ninety (90) days oIler the Scheduled Operation
Date, such failure will be a Material Breach and Idaho Power may terminate this Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Liquidated Damages within seven (7) days of
when Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
Agreement and Idaho Power may draw funds from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
5,6 The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
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5.7 Within thirty (30) days of the date of a Commission Order as specified in Article XXI approving
this Agreement; Seller shall post liquid security ("Delay Security") in a form as described in
Appendix D equal to or exceeding the amount calculated in paragraph 5.7.1. Failure to post this
Delay Security in the time specified above will be a Material Breach of this Agreement and Idaho
Power may terminate this Agreement.
5.7.1 Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the Maximum
Capacity Amount being measured in W.
5.7.1.1 If the Seller provides Idaho Power with certification that a generation
interconnection agreement specifying a schedule that will enable the Facility to
achieve the Operation Date no later than the Scheduled Operation Date has (I)
been completed and the Seller has paid all required interconnection costs or (2) a
generation interconnection agreement is substantially complete and all material
costs of interconnection have been identified and agreed U0fl and (3) the Seller
is in compliance with all terms and conditions of the generation interconnection
agreement, the Delay Security calculated in accordance with paragraph 5.7.1 will
be reduced by ten percent (101/6).
5.7.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.7.1.1 and subsequently (I) at Seller's request, the generation
interconnection agreement specified in paragraph 5.7.1.1 is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller (toes not maintain compliance with the generation
interconnection agreement, the full amount of the Delay Security as calculated in
paragraph 5.7.1 will be subject to reinstatement and will be due and owing within
5 business (lays from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement.
5.7.2 Idaho Power shall release any remaining security posted hereunder after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (1) 30 days
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Lifter the Operation Date has been achieved or (2) 120 days after the termination of this
Agreement.
5.7.3 Early Termination Payment At any time after the Operation Date has been achieved,
Idaho Power terminates this Agreement due to any default by the Seller, Seller will make
a termination payment to Idaho Power. The termination payment will include but not be
limited to the Accumulated Overpayment Amount speciliecl in Appendix F of this
Agreement.
ARTiCLE VE: PURCHASE AND SALE OF NET ENERGY
6.1 jjv' and Accentance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All fliadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
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6.2.1 initial Year Monthly Net Ener M Amounts:
Month kWh
March 6,413,596
Season 1 April 6,196,081
May 5,823,197
July 3,902,847
August 4,045,786
Season 2 November 4,698,332
December 3,394,381
June 5,089,860
September 4,505,676
Season 3 October 5,164,437
January 5,611,897
February 5,307,375

6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
6.4 Mechanical Availability Guarantee - After the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechanical Availability of 85% for the Facility for each month
during the Li.ilt term of this Agreement. (the "Mechanical Availability Guarantee"). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Facility provides the Monthly Power Production and Switching
Report, (Appendix A) the Seller shall provide and certify the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of: (a)
Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on generation
output and (c) scheduled maintenance and Station Use information thai was used to
calculate the current month's Mechanical Availability
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6.4.2 The Facility shall maintain detailed documentation supporting its calculation of the
Facility's Mechanical Availability. These records will be retained for three years.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's
aggregate Nameplate Capacity of all generation units at the Facility
multiplied by the hours of the month minus the current month's measured
Losses and Station Use minus the month's actual Net Energy deliveries
multiplied by the Energy Shortfall Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
energy payment. If an unpaid balance remains after the damages are offset against the
energy payment, the Facility shall pay in fttll the remaining balance within tifteen (15)
days of the date of the invoice.
ARTICLE VII: PURCHASE PRICE AND METE-IOD OF PAYMENT
7.1 gavy Load Purchase Price - For all Net Energy received during Heavy Load Hours, Idaho
Power will pay the levelized energy price for a Facility scheduled to come on-line during
calendar year 2010, for a contract term of twenty (20) years in accordance with Commission
Order 30744, 30738 and adjusted in accordance with Commission Order 30415 for Heavy Load
Flour Energy deliveries, and adjusted in accordance with Commission Order 30488 for the wind
integration charge and with seasonalization factors applied:
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Season I - (73.50%) Season 2- (120.00%) Season 3- (100.00 %)
Mills/kWh Mills/kWh Mills/kWh

63.65 106.47 87.64
7.2 ,ight Load Purchase Price-- For all Net Energy received during Light Load Flours, Idaho Power
will pay the levelized energy price for a Facility scheduled to come on-line during calendar year
2010, for a contract term of twenty (20) years in accordance with Commission Order 30415 for
Light Load Hour Energy deliveries, and adjusted in accordance with Commission Order 30488
for the wind integration charge and with seasonalization factors applied:
* Season 1 -(73.50%) Season 2 -(120.00%) Season 3-(100.00 1/16)
Mills/kWh Mills/kwh Mills/kWh

58.73 97.73 80.36
7.3 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the levelized energy price for a Facility scheduled to come on-line
during calendar year 2010, for a contract term of twenty (20) years in accordance with
Commission Order 30744, 30738 and adjusted in accordance with Commission Order 30488 for
Elie wind integration charge and with seasonalization factors applied:
Season 1 -(73.50 %) Season 2 -(120.00 %) Season 3 - (100.00%)
Mills/kWh Mills/kWh MillsfkWth

61,47 102.58 84.40
7.4 rnjgs Enert'.Pçjce - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Flours Energy Price specified in paragraph
7.3, whichever is lower.
7.5 inadvertent Enctgy
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds
10,000 kW multiplied by the hours in the specific month in which the energy was
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delivered. (For example January contains 744 hours. 744 hours times 10,000 kW =
7,440,000 kWh. Energy delivered in January in excess of 7,440, 000 kWh in this
example would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
10 average MW and therefore does not intend to generate Inadvertent Energy, Idaho
Power will accept inadvertent Energy that does not exceed the Maximum Capacity
Amount but will not purchase or pay for Inadvertent Energy.

7.6 Payment Due Date Energy payments, less Wind Energy Production Forecasting Monthly Cost
Allocation (MCA), will be disbursed to the Seller within 30 days of the date which Idaho Power
receives and accepts the documentation of the monthly Mechanical Available Guarantee and the
Net Energy actually delivered to Idaho Power as specified in Appendix A.

7.7 Continuingjp.risdiction 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
kktho Power Company v. Idaho Public Utilities Commission and 4/ion Energ,v, Inc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Udiiik' Commission, 107
Idaho 1122, 695 P.2d 1261 (1985), iJion Energj4 Inc, v. Idaho Power Company, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and IS
CFR 292,303-308
ARTICLE VIII: ENVIRONMENTAL ATFRIBUTES

8.1 Idaho Power waives any claim to ownership of Environmental Attributes, Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RE-Cs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
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ARTICLE TX: FACILITY AND INTERcoNNECTION
9.1 Design of 1-'cilit.y - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
JiCLFi X: METERING AND TELEIVICTRY
10. I Mg(eng- Idaho Power shall, for the account of Seller, provide, install, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. The Metering
Equipment will be at the location and the type required to measure, record and report the
Facility's Net Energy, Station Use, Inadvertent Energy 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 into the Idaho Power
electrical system.
10.2 gleictry - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy Produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
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ARTICLE XI RECORDS

11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content recommended by Idaho Power.
11 .2 Insoection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
LI'ILE 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
Appendix A of this Agreement.
12.2 Energy Acceotane -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
inadvertent Energy 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 Mijeure, Forced Outage or
temporary disconnection of the Facility in accordance with Schedule 72. if, for reasons
other than an event of Force Majeure or a Forced Outage, a temporary disconnection
under Schedule 72 exceeds twenty (20) (lays, beginning with the twenty-first day of such
interruption, curtailment or reduction, Seller will be deemed to be delivering Net Energy
at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
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 Powers
equipment, personnel or service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
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within Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or fnadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Material Breach of this Agreement.
12.3 Scheduled . Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance fbr that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed 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.
12.4 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prioi urtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to interrupt the 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
the Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
&.21CLE XIII: INDEMNIFICATION AND INSURANCE
13.1 Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
ofticeis, 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 construction, ownership, operation or
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maintenance of or by failure of any of such Party's works or facilities used in connection with
this Agreement. 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 the
following insurance coverage;
13.2.1 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.
13.2.2 Alt Risk Property Insurance with minimum limits not less than eighty percent (80%) of
tile Total Cost of the Facility. The Property Insurance coverage must he written on a
RpIaccment Cost basis and will include:
(a)Standard tire policy
(b)Extended coverage endorsement; and
(c)Vandalism and malicious mischief endorsement.
(d)The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
13.2.3 Boiler and Machinery insurance with minimum limits not less than eighty percent (80%)
of the total Replacement Cost of the equipment covered in (a) below:
(a)All boiler and machinery coverage must be written on a "comprehensive
form" basis to provide coverage against the sudden and accidental breakdown
of alt boilers, machinery and electrical equipment, turbines, generators, and
switchgear.
(b)Coverage under this insurance must be written on a Replacement Cost basis:
and
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(c) The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
13.2.4 Earthquake & Flood (catastrophic perils) Insurance with limits not less than eighty
percent (801/6) of the Total Cost of the Facility. The deductible for such insurance shall be
consistent with current Insurance Industry Utility practices for similar property.
13.2.5 Business Interruption (Loss of Income) Insurance with minimum daily limits not less
than twenty percent (20%) of the Facility's estimated annual income;
(a)Coverage will include Seller's loss of earnings when business operations are
curtailed or suspended because of a loss due to an insured peril. Coverage may
be written on an actual loss sustained basis.
(b)This insurance coverage must be endorsed to both the All Risk Property
Insurance Policy and the Boiler and Machinery Insurance Policy;

c) The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
(d)The estimated annual income shall be computed on the basis of the Net Energy
Amounts contained in paragraph 6.2.
13.2.6 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(ii) An endorsement naming Idaho Power as an additional insured and toss payee as
applicable; and

(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
(c)In the case of the insurance coverages described in sub-paragraphs 13.2.1, 13.2.2,
132.3, and 13.2.4 above, the Total Cost of the Facility will include any Seller-
furnished Disconnection Equipment and/or Interconnection Facilities. The Total
Cost of the Facility and total Replacement Cost of equipment will be adjusted
either upward or downward to reflect the current replacement cost of the Facility
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or equipment. This adjustment will be based on either (I) an appraisal made by,
or for, the Seller's insurance company, or (2) use of an approved "industrial Cost
trend index" published by a national insurer (i.e., Factory Mutual Engineering
and Research Building Cost Index; Kemper Replacement Value Cost Trends -
Industrial Machinery & Equipment; Industrial Risk Insurers, U.S. Replacement
Cost Factors) (3) any other mutually agreed upon methodology of establishing
the total replacement cost. Such adjustment shall be made, at a minimum, every
fifth Contract Year during the term of this Agreement. A copy of these
computations and/or appraisals will be submitted to Idaho Power for Idaho
Power's review and approval.
13.2.7 insurance Alternatives - Comprehensive General Liability Insurance as defined
in paragraph 13.2.1 will be required at all times throughout the term of this
agreement. Alternative arrangements creating equivalent protection for Idaho
Power in lieu of the insurance reouirements specified in paragraphs 13.2.2,
13.2.3, 13.2.4 and 13.2.5 of this Agreement may be submitted to Idaho Power for
review. Only upon Idaho Power's written acceptance of these alternate
arrangements may the Seller be allowed to forgo the insurance
requirements of paragraphs 13.2.2, 13.2.3, 13.23 and 13.2.5 of this
Agreement. Any and all acceptable alternative arrangements must place Idaho
Power in an equal or better position in the event of the occurrence of an insurable
event.

13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4J.6 herein and annually
thereafter, Seller shall furnish 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 Coysrage If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller will immediately notiry Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
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taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute it Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJIiJRfi
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majcure" 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, tires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other ['arty 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 causing the
suspension of performance 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 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. No undertaking by one
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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 other Party or to 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.
ARTICLE XVII: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not he
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.
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ARTICLE
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 nonde&tulting Patty shall cause notice in
writing to be given to the defaulting Party, specit'ing 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 Patty that the default can be cured within a commercially
reasonable time but not within such sixty (60) (lay period and then fails to diligently
pursue such cure, then, the nondefaultitig Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches -The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
19.3 Security for Performance - 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 Agurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to comply, such failure will be a Material Breach and may gpy be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated.
19.3.2 Debt Service Reserve Account—The Seller will establish a debt service reserve
account. Said debt service reserve account will be separate from the maintenance
reserve account and shall be structured as follows:
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19.12.1 All funds will be prudently invested, in a guaranteed, insured account and
all cost of implementing and operating the Debt Service Reserve Account
shall be paid by the Seller. All interest earned on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall be the property of the Seller.
19.3.2.2 Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds will
only be released from the Debt Service Reserve Account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
19.3.2.3 During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Power's security interest in the
Facility as described in paragraph 4.1.10, Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
an amount equal to twenty percent (20 %) of the Facility's estimated gross
Contract Year revenue rounded to the nearest 51,000. The estimated gross
Contract Year revenue is calculated to be the sum of the monthly Net
Energy Amounts specified in paragraph 6.2 multiplied by the All Energy
Price specified in paragraph 7.3.
19.3.2.4 During the period when the Facility is security for a first mortgage lien that
is senior to Idaho Power's lieu, funds from the debt service reserve account
will only he released to the holder of the first mortgage lien. Funds from
said account shall be released only when, and only to the extent that Seller
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certifies to Idaho Power that after payment of all operating costs, the
Facility's revenues are insufficient to make full debt service and/or lease
payments on the Facility.
19.3.2.5 Upon full satisfaction of the abovereftronced first mortgage lien and when
Idaho Power's security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserve Account may he
requested by the Seller for the amount in the debt service reserve account
which exceeds five percent (5 0/6) of the Facility's estimated gross Contract
Year revenue rounded to the nearest $1,000. Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
an amount equal to five percent (5%) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000.
19.3.2.6 During the period when Idaho Power's security interest is the senior security
interest in the Facility, funds from the debt service reserve account will only
be released to pay operating costs for the Facility.
19.3.2.7 For purposes of the debt service reserve account, operating costs are limited
to those costs necessary for the operation of the Facility such as taxes,
insurance expenses, tease payments and other ordinary and necessary
operating expenses. Operating costs shall not include any disbursements
other than lease payments which would constitute a profit or return on
investment.
19.3.2.3 After any release of funds from the debt service reserve account, Seller shall
be obligated to restore the debt service reserve account to the amounts
provided for in paragraphs 19.3.2.3 or 19.3.2.5, whichever is applicable,
prior to Seller disbursing funds which would constitute a profit or return On
investment. UlItli the debt service reserve account is fully restored, Seller
will, within sixty (60) days of the completion, of each Contract Year,
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provide Idaho Power with a report prepared by Sellers outside accountants
showing that Seller has not breached its obligations under this paragraph
19.3.2.
193.2.9 if the Facility has established a debt service reserve account in a form and
amount that meets or exceeds the Debt Service Reserve Account
requirements as defined below for compliance with other parties having a
financial interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's acceptance
that the financial debt service reserve requirements meet or exceed the
requirements within this Agreement, Idaho Power will accept this financial
debt service reserve account as meeting these requirements. If Idaho Power
accepts this financial debt service reserve account it will be required that
within 60 days of the end of each Contract Year the Seller provide Idaho
Power docurnentatjoii of the balance within the financial debt service
reserve account and the previous year's activity within the account. Idaho
Power reserves the right to require the Seller to provide a Debt Service
.eserve Account as specified below at any time during the term of this
Agreement if Idaho Power determines that the Seller's financial debt
reserve account no longer meets or exceeds these requirements.
19.3.2.10 Any breach of paragraph 19.3.2 by Seller will constitute a Material Breach
of this Agreement.
19.3.3 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 0 & 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
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19.3.4 Licenses and Permits - During the inli term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every filth 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 and licenses 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.
ARTICLE X2I;QMMiSSfON ORDER
21.1 This Agreement shall become finally effective upon the Commission's apprqval of all terms and
provisions hereof without change or condition and declaration that all Payments to be made to
Seller hereunder shell ho 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, except that no assignment
hereof by either Party shall become effective without, the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party 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.
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obligations and interest's under this Agreement. 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.
fICLE 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
241 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lieu upon the Facility or the ].iiterconnection Facilities.
ARTICLE XXV: NOTICES
25.I All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, c-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Seller: Contract Manager
do Exergy Development Group of Idaho, LLC
802 W. Bannock St., 12th Floor
Boise, IT) 83702
info®exergydevelopinentgroup.com
Copy of document to:
Peter Richardson
Richardson & O'Leary Law Firm
515 N. 27th Street
Boise, ID 83702
[e-mail]
To Idaho Power:
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kieiiLaI document to:
Senior Vice President, Delivery
Idaho Power Company
P C) Box 70
Boise, Idaho 83707
Email:[e-mail]
Coov of document to:
Cogeneration and Small Power Production
rdaho Power Company
P0 Box 70
Boise, Idaho 83707
E-mail: [e-mail]
IRIKLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1

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 - Poniis of Liquid Security
Appendix E - Wind Energy Production Forecasting
Appendix F - Accumulated Overpayment Amount
ARTICLE XXVII: Sl3YEiABIUTY

27.1 The invalidity or unenforceability of arty 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

25.1 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.
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ART[(1(iX:ENFAGREBLENT
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
in their respective names on the dates set forth below:
Idaho Power Cotnpy CarnpReed Wind Park. LLC
By By________
Dan B. Minor
cnior Vice President, Delivery
Dated Dated
"Idaho Power" "Seller"
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APPENDLX
A --I MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to;
Idaho Power Company
Atm:ogeneration and Small Power Production
P 0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement
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Project Name
Address
City
Idaho Power Company
Cogeneration and Small Power Production
MONThLY POWER PRODUCTION AND SWITCHING REPORT
Month Year
Project N umber:
Phone Number:
State Zip
Facility Station
Output
Meter Number:
End of Month kWh Meter Reading;
Beginning of Month kWh Meter;
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date 'rime Nfeter Reason
* Breaker Opening Reason Codes
I Luck of Adequate Prime Mover
Station Metered
iLSM M,aimtint Gimern(rnn
kW J
= Net Generation 1
Breaker Closing Record
De Time Meter
Z Forced Outage of Facility I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the 3 Disturbance of lPCo System above mouth and that the switching record is accurate 4 Scheduled Maintenance and complete as required by the Firm Energy Sales
S Testing of Protection Systems Agreement to which I am a Party.
6 Cause Unknown
7 Other (Explain)
Signature Date
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A-2 ROUTINE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may m utually agree to modify this Routine
Reporting requirement.
Idaho Power Contact Information
Daily _FiergyProduction Re it in
Call daily by 10 a.m., 156 or jQQ635-1093 and leave the following
infoniiation:
• Project Identification -Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unplanned Proiect outates
Call 10.Q-345-1319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming back online
Seller's Contact Wort-nation
24-Hpur Projegt Oprational Contact
Name:
Telephone Number-
Coll Phone:
Project On-site Contact information
Telephone Number: _____________
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APPENDIX 13
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315050
iunp Reed Wind Park, LLC
B-I DESCRIPTION OF FACILITY
22.5 MW Installed capacity wind conversion power generation facility utilizing 14 GE Model
1 500 xlc wind turbine generators with standard reactive power range 0.95 lead (reactive power
leaving the generator) to 0.90 lagging.
13-2 LOCATION OF FACILITY
Near: Hagerman, II)
Section 35 - WI/2, 81/2NE114, NI12SE114, SWI/4SE1!4 Township: 7S Range: 12E
County: Twin Falls, ID.
Section 36 -.ALL Township: 7S—Range: 12C Twin Falls, ED.
Section 2 - ALL Township: 8S Range: I2E County: Twin Falls, ID.
Section 6— N 1/2 Township: $. Range: jE. County: Twin Falls, ID.
Description of Interconnection Location: 400 V. 5900 N, Hagerman, connecting to the
King! Bliss 138 kV line.
Nearest Idaho Power Substation: Tuana Substation
[3-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected September 30.2010 as the Scheduled First Energy Date.
Seller has selected September 30, 2010 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.
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B-4 MAXUvIUM CAPACITY AMOUNT: This value will be 22.5 MW which 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 Facility to the Idaho
Power electrical system at any moment in time.
B-S POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. Schedule 72 will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
;liI 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 (he Idaho Power Metering 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 20/. 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 Ilic 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 both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time during the teun of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
-42-
716/2009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 43
equipment between the Facility and the fclabo Power electrical system, .Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
13-7 METERING AND TELEMETRY
Schedule 72 will determine the specific metering and telemetry requirements for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will 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 will arrange for and make available at Seller's cost
communication circuit(s) compatible to 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 Facilities energy production. Idaho Power
provided equipment will be owned and maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
-43-
7f612009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 44
APPENDIX C
ENGINEERS CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement,' between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as iPCo Facility No. and is hereinafter referred to as
the "Project."
4.That the Project, which is commonly known as the - Project, is located in
Section - Township _________ Range , Boise Meridian, County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a five (5) 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.
S. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") hIr this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Protect's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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716/2009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 45
That l3ngiuecr recognizes that Idaho Power, in accordance with paragraph 52 of the Agreement,
is relying on 6ngineers representations and opinions contained in this Statement.
10. Thai Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
45-
71612009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 46
.r)Ix
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPC) 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 _______ Rme , Boise Meridian, county, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to fiwnish electrical energy
to Idaho Power for a live (5) 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 ti is in reasonably good operating condiIion and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficiency and plant fitctor for the
remaining years of the Agreement.
-46-
716t2.009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 47
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.'l'hat Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(PE. Stamp)
Date
7!i/2009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 48
-47-
APPENDJX
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
L That Engineer is a Licensed Prot.ssional Engineer in good standing in the Slate of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No and is hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section Township _________ Range _,Boise Meridian, county, Idaho.
5 That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a five (5) 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.
5. 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.
-48-
7/6/2009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 49
9.That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a twenty (20) year period.
1, 1. 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
cast of his knowledge and therefore sets his hand and seal below.
By ___________
(P.—E. Stamp)
[)ate
-49-
7/612009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 50
APPENDIX 0
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisfy the Delay Security, Performance Security and any other security requirements within this
Agreement.
For the purpose of this Appendix LI, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
Elie 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, [tic. shall be deemed to
have acceptable financial creditworthiness.
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 required security
amount(s). A single escrow account may he established for all security requirements,
however detailed accounting of the individual security requirements must he maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfy each
security requirement within the individually identified accounts. The Seller shall be
responsible for all costs associated with establishing and maintaining the escrow account(s)
2. Guarantee or Letter of Credit Security Seller shall post and maintain in an ailiOuttt equal to
the required security amount(s): (a) a guaranty from a party that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or (b) an irrevocable
-50-
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 51
Letter of Credit in a form acceptable to Idaho Power, in favor of Idaho Power. The Letter of
Credit will be issued by a financial institution acceptable to both parties. A single aggregate
Guarantee or Letter of Credit may he provided for all security requirements, however detailed
accounting of the individual security requirements must be maintained by the Seller and
Seller shall be obligated to maintain the appropriate amounts to satisfy each security
requirement within the individually identified accounts. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
- SI-
7/6f200L)
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 52
APPENDIX
WIND ENERGY PRODUCTION FORECASTING
As specified in Conimission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facility and other QF wind generation
resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting equally.
The Facility's share of Wind Energy Production Forecasting is determined as speci lied below. Sellers
share 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
Scheduled First Energy Date as specified in Appendix of this Agreement, the
Wind Energy Production Forecasting Monthly Cost Allocation (MCA) will be
due and payable by the Seller. Any Wind Energy Production Forecasting
Monthly Cost Allocations (MCA) that are not reimbursed to Idaho Power shall
be deducted from energy payments to the Seller.
As the value of the 0.1% cap of the Facilities total energy payments will not
be known until the first Contract Year is complete, at the end of the first
Contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refund will be included in equal monthly amounts over the
ensuing Contract Year. Ii' the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balance will be deducted from the ensuing Contract Year's energy payments.
b.During the first Contract Year, as the value of the 0.1% cap of the Facilities total
energy payments will not he known until the first Contract Year is complete,
-52-
?1161" 20t)9
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 53
Idaho Power will deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item b 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 wind 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 based upon the following formula:
Where: Total MW (TMW) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power
Company.
Facility KW (FM is equal to the nameplate rating of this Facility as
specified in Appendix E.
Annual Wind Energy Production Forecasting Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to provide Wind Energy
Production ForecasOng, 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 differnces between the estimated AFCost
and the actual AFCost will he included in the next years AFCost.
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA /12
e.The Wind 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
7/6/2009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 54
the monthly energy payments results in a balance being due Idaho Power, the
Facility shall pay this amount within 15 days ot'the date of the payment invoice.
-54-
W612009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 55
APPENDIX F
ACCUMULATED OVERPAYMENT AMOUNT
PROJECT NUMBER: 31315050
CAMP REED WIND PARK
The accumulated total of:
The monthly Initial Year Monthly Net Energy Amounts specified in paragraph 6.2J multiplied by the All
Hours Energy Price (Mill/kWh) specified in paragraph 7.3 less the same monthly Initial Year Monthly
Net l3nergyAniounts specified in paragraph 6.2.1 multiplied by the monthly, seasonalized, Non Levelized
rates where the seasonali7.atiorl factors are the same as identified in paragraph 7.3 and Non Levelized
rates are in accordance with IPUC order No. 30744 for all expired months of this Agreement and the next
12 months. In addition a cumulative interest Amount will be calculated on the expired month's
Accumulated Overpayment Amount and included in the Accumulated Overpayment Amount based upon
the Idaho Power overall allowed rate of return in the Idaho jurisdiction, which at the time of the signing of
this agreement is 8,U3 %.
This Accumulated Overpayment Amount will be initially calculated prior to the First Energy Date and
then recalculated annually at the end of each Contract Year.
7/6/2009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 56
APPENDIXJ
TABLE OF ACCUMULATED OVERPAYMENT ENERGY RATES AS DEFiNED IN THIS APPENDIX
PROJECT NUMBER: 31315050
CAMP REED WIND PARK
iUl'UC Order 39744 and 30738
Calendar
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Levelized Fiat Energy Prices
for a Project coming online
in 2010
Season Season Season
1 2 3
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61,47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
Non Levelized Flat Energy
Season Season Season
2 3
52.59 86.82 71.55
54.13 89.56 73.65
55.42 91.84 75.45
56.74 94.18 77.40
58.09 96.58 79.40
59.54 99.16 81.55
60.95 101.67 83.64
62.48 104.38 85.90
63.97 107.01 88.09
65.49 109.71 90.34
67.04 112.48 92.65
68.64 115.32 95.01
7028 118.22 97.44
71.96 121.21 99.92
73.68 124.26 102.47
75.87 127.99 105.57
78.22 131.82 108.77
80.65 135.78 11.2.07
83.14 139.86 115.47
85.72 144.06 118.97 I
87.80 147.47 [21.811
Accumulated Overpayment
Season Season Season
2 3
8.88 15.76 12.85
7.33 13.02 10.75
6.04 10.74 8.95
4.73 8.40 7.00
3.38 6.00 5.00
1.92 3.42 2.85
0.52 0.91 0.76
(1.01) (1.80) (1.50)
(2.50) (4.43) (3.69)
(4.02) (7.13) (5.94)
(5.58) (9.90) (8.25)
(7.18) (12.74) (10.61)
(8.81) (15.64) (13.04)
(10.50) (18.63) (15.52)
(12.22) (21.68) (18.07)
(14.40) (25.41) (21.17)
(16.75) (29.24) (24.37)
(19.18) (33.20) (27.67)
(21.67) (37.28) (31.07)
(24.25) (41.48) (34.57)
(26.33) (44.89) (37,41)
-56-
71612009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 57
APPENDIX F
EXAMPLE, OF ACCUMULATED OVERPAYMENT CALCULATION
The calculation below is for example purposes only to calculate the Accumulated Overpayment Amounts for this
Agreement it will be required that the actual values from the agreement are used in this calculation.
Example Assumptions:
Project becomes Operational as of Jan 1, 2010.
Project terminates Agreement as of July 1, 2010.
Expired Months:
Estimated Mwh
(per article 6.2.1 of
the Agreement)
Accumulated
Overpayment
Energy Rate
Calculated
Overpayment
Interest applied
to expired
Months
Total Accumulated
Overpayment including
interest
8.18%
Jan-10 15.000 12.85 $192,750 $1,313.91 $194,064
Feb-10 20,000 12.85 $257,000 $1,322.87 $452,387
Mar-10 16,000 8.88 8142,080 83,083.71 $597,551
A2r-10 21,000 8,88 8186,480 84,073.30 $788,t04
May-10 13,000 8.88 $115,440 $5,372.24 $908,916
Jun-10 14,000 12.85 8179,900 $6,195.78 $1,095,012
Plus Next 12 Months:
Jul-10 14,000 15.76 $220,640 $1,315,652
Aug-10 15,000 15.76 $236,400 $1,552,052
Sep-10 18,000 12.85 $231,300 $1,783,352
Oct-10 13,000 12.85 8167,050 $,950,402
Nov-10 15,000 15.76 8236,400 $2,186,802
Dec-10 14,000 15.76 $220,640 82,407,442
Jan-11 15,000 10.75 $161,250 $2,568,692 -
Feb-il 20,000 10.75 $215,000 $2,783,692__
Mar-il 16,000 7.33 S117,280 82,900,972
Apr-11 21,000 7.33 $153,930 $3,054,902
May-! 1 13,000 7.33 895,290 $3,150,192
Jun-it j 14,000 10.75 $150,500 $3,300,692
Based on this example - if this example Project were to terminate this 'levelized" agreement in July
2011. The calculated accumulated Overpayment Amount would be 93.300,692 which would be payable
to Idaho Power in addition to any other damages due Idaho Power.
-57-
7/612009
Exhibit 2110
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 58
FIRIv1 ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
PAYNE'S FERRY WIND PARK, LLC
TABLE OF CONTENTS
Article TITLE
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 and 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
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
Appendix 13
Appendix F
Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: payne's Ferry Wind Park, LLC
Project Number: 31315060
THIS AGREEMENT, entered into on thisday of / 2009 between
PAYNE'S FERRY WIND PARK, LLC (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(Idaho Power), hereinafter Sometimes referred to collectively as "Parties" or individually as "Party."
WITNESS)3TH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's 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 "Calculated Net Enciy Amount" - The Nameplate Capacity of the Facility multiplied by the
total hours in the applicable month minus the estimated Lost Energy Production, and minus the
estimated Station Use associated with the Lost Energy Production.

.2 "gission" - The Idaho Public Utilities Commission.

1.3 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.

1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5 and 5.6.

1.5 "Delay Period" -All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
7/6/2009
Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
1.6 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.

1.7 "Deignated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.

1.8 "Energy Shortfall Price" - The current month's Mid-Columbia Market Energy Cost minus the
current month's All Flours Energy Price specified in paragraph 7.3 of this Agreement. If this
calculation results in a value less than 15.00 Mills/Kwh the result shall be 15.00 Mills/Kwh.

1.9 "Facijy" - That electric generation facility described in Appendix B of this Agreement.
1.10 "First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.

1.11 "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, orb) 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. I)
equipment failure which was not the result of negligence or lack of preventative maintenance or
2) unplanned preventative maintenance to repair equipment that left unrepaired, would result in
failure of equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative maintenance during
periods of low wind availability or 3) responding to a transmission provider curtailment order.
1.12 "Heavy Load Hours".- The daily hours beginning at 07:00 am, ending at 11 :00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas.

1.13 "Inadvertent Energy" .- Electric energy Seller does not intend to generate. Inadvertent Energy is
more particularly described in paragraph 7.5 of this Agreement.

1.14 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
-2-
7/6/2009
Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3
.15 "Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.16 "Light Load Hours'- The daily hours beginning at 11:00 pm, ending at 07:00 am Mountain
Time (8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas.
1.17 "" -The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.18 "Lost Net Energy Production . - A monthly estimate after the fact, prepared and documented by
Seller and accepted by the Buyer, of the Seller's Facility's individual generation unit's energy
production that was not delivered as Net Energy due to: 1) periods where the level of Sufficient
Prime Mover were outside the manufacturer's acceptable operating range for the wind turbine
generator, 2) incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence and individual
generation unit) lasts for less than iS minutes, then no Lost Energy Production will be calculated.
Calculation of the amount of Lost Energy Production will be the verifiable duration (not less than
15 minutes) of the event multiplied by the Nameplate Capacity reduction of only the affected
generation unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have been
associated with this calculated Lost Net Energy Production. It is understood by the Parties, that a
specific generation unit's outage may indirectly impact other fully operational generation units, in
which case the forced outage calculation could extend to the other impacted generation units.
Example - if a single turbine with a Nameplate Capacity rating or 2.1 MW suffers a 100% gear
box failure that was not a result of negligence or lack of preventative maintenance (Forced
-3-
7/6/2009
Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
Outage) and it takes 48 hours to replace the gear box, and other generation units in the immediate
vicinity of this generation unit operated at a 30% capacity factor during this 48 hour period then
the amount of Lost Energy Production will be; 48 hours X 11 MW X 30% = 30.24 MWh
(30,240 kWh)
1.19 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.20 "Material Breach"-. A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.21 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.22 "Mechanical Availability" -The percentage amount calculated by Seller within 5 days after the
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any penalty associated with falling
short of the Mechanical Availability Guarantee for each month shall be determined in accordance
with paragraph 6.4.4.
1.23 "Mechanical Availability Guarantee" shall be as defined in paragraph 6.4.
1.24 "Meteijng Eguinment" - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measure, record and telemeter bi-
directional power flows between the Seller's Facility at the Seller's individual generation
Facilities and the Point of Delivery on the Idaho Power electrical system.
1.25 "Mid- Columbia Market EIgy.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 Parties
will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
1.26 "Namej,Jte Capacity" —The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and Circuit
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breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.27 "Net h - :ger" - 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 terms of this Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.28 "Operation Date" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.29 'Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.30 '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.
1.31 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. In establishing this date it is expected that the Seller reasonably
determines this date is based upon the best known information in regards to equipment
availability and construction schedules.
1.32 "Schedule 72" Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facility into the Idaho Power electrical system as specified within
Schedule 72.

1.33 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement,

1.34 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72.
1.35 "Station Use'- Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
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in the Mechanical Availability calculation, the previous period's actual Station Use will be used
as a basis.
1.36 "Sufficient Prime Mover" means wind speed that is (1) equal to or greater than the generation
unit's manufacturer-specified minimum levels required for the generation unit to produce energy
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.37 "plus Energy" - All Net Energy produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.35 "Total Cost of the Facility" - The total replacement cost of structures, equipment and
appurtenances.
1.39 "Wind Energy Production Foreca '-A forecast of energy deliveries from this Facility provided
by an Idaho Power provided wind forecasting model. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE 11 NO RELLNCE ON IDAHO POWER

2.1 Seller Independent Investhtation - 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, engineen,
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.
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ARTICLE ill: 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 Qi-m-1-ify-ing Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR 292.201 at 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 Seller's Qualifying
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY

4.1 Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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 FR 292.201 et
seq. and a Qualifying Facility certificate.
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 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
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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 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
generation units at this Facility is less than 10 MW, the Seller shall submit
detailed, manufacturer-specific, verifiable data of the Nameplate Capacity ratings
of the actual individual generation units to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
nameplate rating oldie generation units to be installed at this Facility is less than
10 MW, it will be deemed that the Seller has satisfied the Initial Capacity
Determination for this Facility.
4.1.4epQCapciy— Submit to Idaho Power Manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included within the entire Facility. 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.
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4.1.5 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.13 Interconnection— Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation -
4.1.8.1 Provide all data required by the Idaho Power delivery business unit to enable the
Seller's Facility to be designated as a network resource.
4.1.8.2 Receive confirmation from the Idaho Power delivery business unit that the
Seller's Facility has been designated as a network resource.
4.1.9 Reserve Accounts - Demonstrate to Idaho Power's satisfaction that the Seller has
established and funded (1) a debt service reserve account in a form and with a fund
holder which complies with paragraph 19.3.2 and (2) demonstrate to Idaho Power's
satisfaction that the Seller has established a maintenance reserve account in a form and
with a fund holder acceptable to Idaho Power. Said maintenance reserve account shall be
structured and funded as follows:
4.1.9.1 All funds will be prudently invested, in a guaranteed, insured account
and all cost of implementing and operating the maintenance reserve
account shall be paid by the Seller. All interest earned on the funds on
deposit will be retained in the maintenance reserve account. At the end
of the term of this Agreement, any balance remaining in the maintenance
reserve account shall be the property of the Seller.
4.1.9.2 Within 60 days after the completion of each Contract Year, the Seller
will deposit cash in the maintenance reserve account in an amount equal
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to, or exceeding 5% of the Facility's estimated gross income for the
ensuing Contract Year, less an amount equal to the Facility's actual
maintenance, repair and replacement expenses (maintenance expenses)
incurred during the prior Contract Year. At Seller's option, the cash
required hereunder to be maintained in such reserve may be replaced by
an irrevocable standby letter of credit in the same amount.
4.1,9.3 The minimum amount of deposit retained in the maintenance reserve
account shall he $2,000,000- This minimum amount will be adjusted
either upward or downward to reflect current replacement cost of a
complete wind turbine/generator. (i.e. tower, nacelle, generator, control
unit, associated wiring, etc) This adjustment will be made at the
beginning of each 3' contract year and the replacement value determined
by the replacement cost valuation methods as described within paragraph
13.2.6.c. in the event this adjustment results in a balance in this account
exceeding 10% of the actual replacement cost of a complete wind
turbine/generator then the Seller may request a disbursement of finds as
specified in paragraph 4.1.9.6.
4.1.9.4 At the time Seller makes the deposit described in paragraph 4.1.9.2,
Seller will provide Idaho Power with an accurate, verifiable report
showing the prior Contract Year's actual maintenance expenses,
identified by appropriate FERC maintenance account number, and the
estimate of the Facility's gross income for the ensuing Contract Year
used to compute the deposit amount, together with documentation
supporting the estimate of gross income.
4.1.9.5 If at any time it appears that the maintenance expense for that Contract
Year will exceed 5% of the Facility's estimated gross income for that
Contract Year, the Seller may request that Idaho Power consent to the
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release of funds from the maintenance reserve account in an amount
sufficient to pay the anticipated additional maintenance expenses. The
request must include documentation supporting the Seller's projection of
excess maintenance expense, identified by appropriate FERC
maintenance account number, and such documentation shall be
submitted to Idaho Power. Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.1.9.6.
4.1.9.6 Control of the maintenance reserve account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The
only authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds
will only be released from the maintenance reserve account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
4.1.9.7 At the end of each Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account
requirements set out in this Agreement. This evidence of compliance
will be provided in a manner and form acceptable to Idaho Power. The
maintenance reserve fund will be subject to the lien rights described in
paragraph 4.1.10 below.
4.1.9.8 If the Facility has established a maintenance reserve account in a form
and amount that meets or exceeds the maintenance reserve requirements
as defined below for compliance with other parties having a financial
interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's
acceptance that the financial maintenance reserve rcquirements meet or
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exceed the requirements within this Agreement, Idaho Power will accept
this financial maintenance reserve account as meeting these
requirements. If Idaho Power accepts, this financial maintenance reserve
account, it will be required that within 60 days of the end of each
Contract Year the Seller provide Idaho Power documentation of the
balance within the financial maintenance reserve account and the
previous year's activity within the account. Idaho Power reserves the
right to require the Seller to provide a maintenance reserve account as
specified below at any time during the term of this Agreement if Idaho
Power determines that the Seller's financial maintenance reserve account
no longer meets or exceeds these requirements.
4.1.10 Security Interests -Provide Idaho Power with acceptable security against Seller's
default under this Agreement. Acceptable security will conform to Commission
Order No. 21690 and No. 21800 and may include, but will not be limited to (1)
title insurance, security interests in the real property associated with the Facility,
equipment, fixtures, contracts, permits, easements, rights-of-way, land use
agreements, funds held in escrow in which Seller has an interest and that relate to
the operation of the Facility, and other reasonable security arrangements
consistent with the Facility's financing and ownership arrangements; or (2) the
seller may post liquid security in an amount equal to at least thirty five percent
(35%) of the Accumulated Overpayment Amount specified for that year in
Appendix F.
4.1.10.1 Idaho Powers security interests will be superior and senior to all liens
other than the first mortgage lien and other security interests permitted
in accordance with paragraphs 4.1.10.2. The Seller shall be
responsible for all costs reasonably incurred by Idaho Power to review
and perfect this security interest not to exceed $15,000.
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4.1.10.2 If Seller desires to incur a first mortgage lien or other security interests
that will be superior to Idaho Power's security interests in the Facility,
at least twenty-one (21) days prior to their execution, Seller shall
provide Idaho Power with draft copies of the deeds of trust, mortgages
and other security agreements that will be used to secure such first lien.
Upon their execution Seller shall provide Idaho Power with copies of
the executed first lien documents. The executed first lien documents
shall not be assigned, amended, modified, or extended, and no
replacement or refinancing of any nature shall be undertaken, without
Idaho Power's prior written consent which consent shall not be
unreasonably withheld. In no event will the amount of any first
mortgage lien exceed $56,250,000. The total amount of all refinanced
or replaced first liens shall not exceed the unpaid principal balance of
the first mortgage Liens they replace.
4.1,10.3 Other than the first mortgage liens permitted herein, or temporary
mechanic's, statutory or similar liens incurred in the ordinary course of
business in an amount not to exceed in aggregate $50,000, Seller will
not permit any liens or encumbrances of any nature whatsoever to be
placed on the Facility without Idaho Power's prior written consent,
which consent will not be unreasonably withheld. If any unpermitted
lien or encumbrance is placed on the Facility, Seller will provide Idaho
Power with a bond, insurance or other security acceptable to Idaho
Power in an amount sufficient to secure the lull discharge of such
unpermitted lien or encumbrance.
4.1.10.4 During the remaining term of this Agreement, Seller shall maintain
compliance with all requirements of Idaho Power's security interests
described above in paragraph 4.1.10 of this Agreement and
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Commission Order No. 21690. Seller's failure to comply with those
requirements, will be an event of default and in addition to any other
remedies available under this Agreement, Commission Order No.
21690, and the security interests, Seller will be required by Idaho
Power to post liquid security ('Performance Security") in a form as
specified in Appendix D in an amount equal to at least thirty five
percent (35%) of the Accumulated Overpayment Amount specified for
that year in Appendix F. Failure to maintain and provide the liquid
security required by this Agreement and Commission Order No. 21690
and No. 21800 shall be an event of default.
4.1.11 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 fpn - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in [lull force and effect for a period of twenty (20)
Contract Years from the Operation Date.
5.2 Operation Da -The Operation Date may occur only after the Facility has achieved all of the
flullowing:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
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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 Seller shall cause the Facility to achieve the Operation Date on or before the Scheduled Operation
Date.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but prior to 90 days past
the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated Damages
calculated monthly as follows:
Delay Liquidated Damages are equal to ((Current month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the current month) multiplied by the current months Delay Period) multiplied by
the current months Delay Price.
5.3.2 If the Seller's Facility has not achieved the Operation Date within 90 days after the
Scheduled Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages
calculated as follows:
Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the
Maximum Capacity Amount being measured in KW.
5.4 if Seller tiils to achieve the Operation Date within ninety (90) days after the Scheduled Operation
Date, such failure will be a Material Breach and Idaho Power may terminate (his Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Liquidated Damages within seven (7) days of
when Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
Agreement and Idaho Power may draw fluids from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
5.6 The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
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5.7 Within thirty (30) days of the date of a Commission Order as specified in Article XXI approving
this Agreement; Seller shall post liquid security "Delay Security") in a form as described in
Appendix D equal to or exceeding the amount calculated in paragraph 5.7.1. Failure to post this
Delay Security in the time specified above will be a Material Breach of this Agreement and Idaho
Power may terminate this Agreement.
5.7.1 Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the Maximum
Capacity Amount being measured in W.
5.7.1.1 If the Seller provides Idaho Power with certification that a generation
interconnection agreement specifying a schedule that will enable the Facility to
achieve the Operation Date no later than the Scheduled Operation Date has (I)
been completed and the Seller has paid all required interconnection costs or (2) a
generation interconnection agreement is substantially complete and all material
costs of interconnection have been identified and agreed upon and (3) the Seller
is in compliance with all terms and conditions of the generation interconnection
agreement, the Delay Security calculated in accordance with paragraph 5.7.1 will
be reduced by ten percent (10%).
5.7.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.7.1.1 and subsequently (1) at Seller's request, the generation
interconnection agreement specified in paragraph 5.7.1.1 is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller does not maintain compliance with the generation
interconnection agreement, the hill amount of the Delay Security as calculated in
paragraph 5.7.1 will be subject to reinstatement and will be due and owing within
5 business days from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement.
5.7.2 Idaho Power shall release any remaining security posted hereunder after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (i) 30 days
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after the Operation Date has been achieved or (2) 120 days after the termination of this
Agreement.
5.7.3 Early Termination Payment - At any time after the Operation Date has been achieved,
Idaho Power terminates this Agreement due to any default by the Seller, Seller will make
a termination payment to Idaho Power. The termination payment will include but not be
limited to the Accumulated Overpayment Amount specified in Appendix F of this
Agreement.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Delivervand Accer>tanco of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
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6.2.1 initial Year Monthly Net Energy Amounts:
Month kWh
March 5,837,644
Season 1 April 5,639,662
May 5,300,264
July 3,552,365
August 3,682,467
Season 2 November 4,276,414
December 4,909,957
June 4,632,782
September 4,101,058
Season 3 October 4,700,661
January 5,107,939
February 4,830,764
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10 0/0) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
6.4 Mechanical Ava ilability Guarantee - After the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechanical Availability of 85% for the Facility for eaclunonth
during the full term of this Agreement (the "Mechanical Availability Guarantee"). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Facility provides the Monthly Power Production and Switching
Report, (Appendix A) the Seller shall provide and certify the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of- (a)
Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on generation
output and (c) scheduled maintenance and Station Use information that was used to
calculate the current month's Mechanical Availability
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6.4.2 The Facility shall maintain detailed documentation supporting its calculation of the
Facility's Mechanical Availability. These records will be retained for three years.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's
aggregate Nameplate Capacity of all generation units at the Facility
multiplied by the hours of the month minus the current month's measured
Losses and Station Use minus the month's actual Net Energy deliveries
multiplied by the Energy Shortfall Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
energy payment. If an unpaid balance remains after the damages are offset against the
energy payment, the Facility shall pay in full the remaining balance within fifteen (15)
days of the date of the invoice.
ARTICLE VJjJtJRCHASE PRICE AND METHOD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Net Energy received during Heavy Load Hours, Idaho
Power will pay the levelized energy price for a Facility scheduled to come on-line during
calendar year 2010, for a contract term of twenty (20) years in accordance with Commission
Order 30744, 30738 and adjusted in accordance with commission Order 30415 for Heavy Load
Hour Energy deliveries, and adjusted in accordance with Commission Order 30488 for the wind
integration charge and with seasonalization factors applied:
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Season 1 -(7150%) Season 2-(120.00 %) Season 3 -(100.00%)
Mills/kWh Mills/kWh Mills/kWh

63.65 106.47 87.64

7.2 Light Load Purchase Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the levelized energy price for a Facility scheduled to come on-line during calendar year
2010, for a contract term of twenty (20) years in accordance with Commission Order 30415 for
Light Load Hour Energy deliveries, and adjusted in accordance with Commission Order 30488
for the wind integration charge and with seasonalization factors applied:
Season 1 -(73.50%) Season 2- (120.00 %) Season 3 -(100.00 %)
Mills/kWh Mfli/kWh Mills/kWh

58.73 97.73 80.36

7.3 All Flours Energy Price -. The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the levelized energy price for a Facility scheduled to come on-line
during calendar year 2010, for a contract term of twenty (20) years in accordance with
Commission Order 30744, 30738 and adjusted in accordance with Commission Order 30488 for
the wind integration charge and with seasonalization factors applied:
Season 1 -(73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 %)
Mills/kWh Mills/kWh Mills/kWh

61.47 102.58 84.40

7.4 Surplus.Energyiice - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Hours Energy Price specified in paragraph
7.3, whichever is lower.

7.5 Inadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds
10,000 kW multiplied by the hours in the specific month in which the energy was
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delivered. (For example January contains 744 hours. 744 hours times 10,000 kW =
7,440,000 kWh. Energy delivered in January in excess of 7,440, 000 kWh in this
example would be Inadvertent Energy.)
75.2 Although Seller intends to design and operate the Facility to generate no more than
10 average MW and therefore does not intend to generate Inadvertent Energy, Idaho
Power will accept Inadvertent Energy that does not exceed the Maximum Capacity
Amount but will not purchase or pay for Inadvertent Energy.

7.6 Payment Due Date - Energy payments, less Wind Energy Production Forecasting Monthly Cost
Allocation (MCA), will be disbursed to the Seller within 30 days of the date which Idaho Power
receives and accepts the documentation of the monthly Mechanical Available Guarantee and the
Net Energy actually delivered to Idaho Power as specified in Appendix A.

7.7 Qptiauing 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 Afion Energy. Inc, 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power company v. Idaho Public Utilities Conwiission, 107
Idaho 1122, 695 P.2d 1 261 (1985), Afton Ene', Inc. v. Idaho Power Company, ill Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR §292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES

8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates TRCs) directly associated with the
production of energy from the Seller's Facility.
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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 and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement.
9.2 pterconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: METERING AND TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, install, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. The Metering
Equipment will be at the location and the type required to measure, record and report the
Facility's Net Energy, Station Use, Inadvertent Energy 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 into the Idaho Power
electrical system.
10.2 iet - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
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AKflCLE XI- RECORDS

11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation (kW) records in a -form and content recommended by Idaho Power.
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 generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XTh OPERATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
12.2 1gygcpance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Majeure, Forced Outage or
temporary disconnection of the Facility in accordance with Schedule 72. if, for reasons
other than an event of Force Majeure or a Forced Outage, a temporary disconnection
under Schedule 72 exceeds twenty (20) days, beginning with the twenty-first day of such
interruption, curtailment or reduction, Seller will be deemed to be delivering Net Energy
at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
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 trartsmission/distribution system as specified
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within Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Material Breach of this Agreement.
12.3 Scheduled Maintenance— On or before January 31 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.
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.
12.4 Maintenance Coordination -The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to interrupt the 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
he Seller Drier 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 construction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. 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 the
following insurance coverage:
13.2.1 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.
13.2.2 All Risk Property Insurance with minimum limits not less than eighty percent (80 1/1 o) of
the Total Cost of the Facility. The Property Insurance coverage must be written on a
Replacement Cost basis and will include:
(a)Standard fire policy
(b)Extended coverage endorsement; and
(c)Vandalism and malicious mischief endorsement.
(d)The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
13.2.3 Boiler and Machinery insurance with inininiuni limits not less than eighty percent (80%)
of the total Replacement Cost of the equipment covered in (a) below:
(a)All boiler and machinery coverage must be written on a "comprehensive
form" basis to provide coverage against the sudden and accidental breakdown
of all boilers, machinery and electrical equipment, turbines, generators, and
switchgear.
(b)Coverage under this insurance must be written on a Replacement Cost basis;
and
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(c) The deductible for such insurance shall be consistent with current insurance
Industry Utility practices for similar property.
13.2.4 Earthquake & Flood (catastrophic perils) Insurance with limits not less than eighty
percent (80%) of the Total Cost of the Facility. The deductible for such insurance shall be
consistent with current Insurance Industry Utility practices for similar property.
13.2.5 Business Interruption (Loss of Income) Insurance with minimum daily limits not less
than twenty percent (20%) of the Facility's estimated annual income;
(a)Coverage will include Seller's loss of earnings when business operations are
curtailed or suspended because of a loss due to an insured peril. Coverage may
be written on an actual loss sustained basis.
(b)This insurance coverage must be endorsed to both the All Risk Property
Insurance Policy and the Boiler and Machinery Insurance Policy;
(c)The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
(d)The estimated annual income shall be computed on the basis of the Net Energy
Amounts contained in paragraph 6.2.
13.2.6 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shalt include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
c) in the case of the insurance coverages described in sub-paragraphs 13.2.1, 13,2.2,
13.2.3, and 13.2.4 above, the Total Cost of the Facility will include any Seller-
furnished Disconnection Equipment and/or Interconnection Facilities. The Total
Cost of the Facility and total Replacement Cost of equipment will be adjusted
either upward or downward to reftect the current replacement cost of the Facility
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or equipment. This adjustment will be based on either (1) an appraisal made by,
or for, the Seller's insurance company, or (2) use of an approved "Industrial cost
trend index" published by a national insurer (i.e., Factory Mutual Engineering
and Research Building Cost Index; Keinper Replacement Value Cost Trends -
Industrial Machinery & Equipment; Industrial Risk Insurers, U.S. Replacement
Cost Factors) (3) any other mutually agreed upon methodology of establishing
the total replacement cost. Such adjustment shall be made, at a minimum, every
fifth Contract Year during the term of this Agreement. A copy of these
computations and/or appraisals will be submitted to Idaho Power for Idaho
Power's review and approval.
13.2.7 Insurance Alternatives - Comprehensive General Liability Insurance as defined
in paragraph 13.2.1 will be required at all times throughout the term of this
agreement. Alternative arrangements creating equivalent protection for Idaho
Power in lieu of the insurance requirements specified in paragraphs 13.2.2,
13.2.3, 13.2.4 and 13.2.5 of this Agreement may be submitted to Idaho Power for
review. Only upon Idaho Power's written acceptance of these alternate
arrangements may the Seller be allowed to forgo the insurance
requirements of paragraphs 13.2.2, 13.2.3, 13.2.3 and 13.2.5 of this
Agreement. Any and all acceptable alternative arrangements must place Idaho
tower in an eoual or better oosition in the event of the occurrence of an insurable
event.

13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and annually
thereafter, Seller shall furnish 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 Coveraze - If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
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taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
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 pi -event or overcome. Force Majeure includes, but is not limited to, acts of
God, tire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(I) The nonperfonuing 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 causing the
suspension of performance and which could and should have been filly
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XV: LIABILITY: DEDICATION
15.1 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- No undertaking by one
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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 other Party or to 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.
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 VILJ
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 He in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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ARI1CLE XIX: DISPjflS ANDJEEAULT
19.1 Disputes - All disputes related to or arising wider 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 nondefaulting 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 nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Brca - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
19.3 Security for Performance -Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
eller supplying evidence that the required insurance coverage has been replaced or
reinstated.
19.3.2 Debt Service Reserve Account -The Seller will establish a debt service reserve
account. Said debt service reserve account will be separate from the maintenance
reserve account and shall be structured as follows:
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19.3.2.1 All funds will be prudently invested, in a guaranteed, insured account and
all cost of implementing and operating the Debt Service Reserve Account
shall be paid by the Seller. All interest earned on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall be the property of the Seller.
19.3.2.2 Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the Chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds will
only be released from the Debt Service Reserve Account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
19.3.2.3 During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Power's security interest in the
Facility as described in paragraph 4.1.10, Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
an amount equal to twenty percent (20 %) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000. The estimated gross
Contract Year revenue is calculated to be the sum of the monthly Net
Energy Amounts specified in paragraph 6.2 multiplied by the All Energy
Price specified in paragraph 7.3.
19.3.2.4 During the period when the Facility is security for a first mortgage lien that
is senior to Idaho Power's lien, funds from the debt service reserve account
will only be released to the holder of the first mortgage lien. Funds from
said account shall be released only when, and only to the extent that Seller
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certifies to Idaho Power that after payment of all operating costs, the
Facility's revenues are insufficient to make fill debt service and/or lease
payments on the Facility.
19.3.2.5 Upon full satisfaction of the above-referenced first mortgage lien and when
Idaho Power's security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserve Account may be
requested by the Seller for the amount in the debt service reserve account
which exceeds five percent (5%) of the Facility's estimated gross Contract
Year revenue rounded to the nearest $1,000. Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
an amount equal to five percent (5%) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000.
19.3.2.6 During the period when Idaho Power's security interest is the senior security
interest in the Facility, funds from the debt service reserve account will only
be released to pay operating costs for the Facility.
19.3.2.7 For purposes of the debt service reserve account, operating costs are limited
to those costs necessary for the operation of the Facility such as taxes,
insurance expenses, lease payments and other ordinary and necessary
operating expenses. Operating costs shall not include any disbursements
other than lease payments which would constitute a profit or return on
iivestment.
19.3.2.8 After any release of funds from the debt service reserve account, Seller shall
be obligated to restore the debt service reserve account to the amounts
provided for in paragraphs 19.3.2.3 or 19.3.2.5, whichever is applicable,
prior to Seller disbursing finds which would constitute a profit or return on
investment. Until the debt service reserve account is fully restored, Seller -
will, within sixty (60) days of the completion of each Contract Year,
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provide Idaho Power with a report prepared by Seller's outside accountants
showing that Seller has not breathed its obligations under this paragraph
19.3.2.
19.3.2.9 if the Facility has established a debt service reserve account in a form and
amount that meets or exceeds the Debt Service Reserve Account requirements
as defined below for compliance with other parties having a financial interest
in this Facility, the Seller shall provide Idaho Power with documentation of
those requirements and upon Idaho Power's acceptance that the financial debt
service reserve requirements meet or exceed the requirements within this
Agreement, Idaho Power will accept this financial debt service reserve account
as meeting these requirements. if Idaho Power accepts this financial debt
service reserve account it will be required that within 60 days of the end of
each Contract Year the Seller provide Idaho Power documentation of the
balance within the financial debt service reserve account and the previous
year's activity within the account. Idaho Power reserves the right to require
the Seller to provide a Debt Service Reserve Account as specified below at
any time during the term of this Agreement if Idaho Power determines that the
Seller's financial debt reserve account no longer meets or exceeds these
requirements.
19.3.2.10 Any breach of paragraph 19.3.2 by Seller will constitute a Material
Breach of this Agreement.
19.3.3Engineer'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 Imginccr iicensed in the State of Idaho, which
Certification of Ongoing 0 & 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
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193.4 Licenses and Permits During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses 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
'ither Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER

21.1 This Agreement shall 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, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party 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,
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obligations and interests under this Agreement. 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 XXI1I: 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.
ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be directed as fbllows and shall be
considered delivered when faxed, c-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Seller: Contract Manager
do Exergy Development Group of Idaho, LLC
802 W. Bannock St., l2th Floor
Boise, 1D 83702
[e-mail]
opvof document to:
Peter Richardson
Richardson & O'Leary Law Firm
15 N. 27'' Street
Boise, ID 83702
[e-mail]
To Idaho Power:
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Original document to:
Senior Vice President, Delivery
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
Email:[e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
E-mail: [e-mail]
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 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 - Wind Energy Production Forecasting
Appendix F - Accumulated Overpayment Amount
ARTICLE XXVII: SEVERABILiTY
27] 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.
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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
in their respective names on the dates set forth below:
Idaho Power company Payne's Ferry Wind Park, LLC
By By
Dan Minor
Senior Vice President, Delivery
Dated 1 Dated

"Idaho Power" "Seller"
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APPENDIX A
A —I MONTHLY POWER PRODUCI'ION 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 7O
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
Other required energy measurements to adequately administer this Agreement.
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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
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Facility Station Station Metered
Output jjggg Usage Maximum Genera(km
kW
Net Generation
Breaker Opening Record Breaker Closing Record
Date je Meter Reason Date Thue 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 required by the Firm Energy Sales
Agreement to which I am a Party.
Signature Date
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 40
* Breaker Openine Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility
3 Disturbance of IPCo System
4 Scheduled Maintenance
5 Testing of Protection Systems
6 Cause Unknown
7 Other (Explain)
A-2 ROUTINE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may mutually agree to modify this Routine
Reporting requirement.
Idaho Power Contact hifonnatjq
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-3564328 or 1-800-635-1093 and leave the following
information:
• Project Identification - Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unplanned Pqject outages
Call 1-800-3451319 and leave the following information:
• Project Identification -Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Eject On-site Contact information
Telephone Number: -
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 41
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315060
Payne's Ferry Wind Park, LLC
B-I DESCRIPTION OF FACILITY
21.0 MW Installed capacity wind conversion power generation facility utilizing 14 GE Model
1500 xle wind turbine generators with standard reactive power range 0.95 lead (reactive power
leaving the generator) to 0.90 lagging.
B-2 LOCATION OF FACILITY
Near: Hagerman, ID
Section 35 - WI12, Sl/2NE1/4, N1/2SEI/4, SWII4SEI/4 Township: 7S Range: 12 E
County: Twin Falls. ID.
Section 36-ALL Township: 7S Range: 12E County: Twin Falls, ID,
Section 2 - ALL Township: 8S Range: 12E County: Twin Falls, ID.
Section 6— N1/2 Township: 85 Range: j.2County: Twin Fails, ID.
Description of Interconnection Location: 400 W. 5900 N. Hagerman, connecting to the
King/ Bliss 138 kV line.
Nearest Idaho Power Substation: jpa Substation
13-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected September 30. 2010 as the Scheduled First Energy Date.
Seller has selected September 30. 2010 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.
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 42
B-4 MAXIMUM CAPACITY AMOUNT: This value will be 21. MW which 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 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 Sellers
Facility's energy is delivered to the Idaho Power electrical system. Schedule 72 will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
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 Powerelectrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering 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 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
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Exhibit 2111
GF'JR-E=1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 43
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
B-i METERING AND TELEMETRY
Schedule 72 will determine the specific metering and telemetry requirements for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will 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 will arrange for and make available at Seller's cost
communication circuit(s) compatible to 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 Facilities energy production. Idaho Power
provided equipment will be owned and maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 44
APPENDC
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as lPCo Facility No. and is hereinafter referred to as
:he "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 five (5) 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.
S. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 45
That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineers 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
knowledge and therefore sets his hand and seal below.
By
(P.R Stamp)
Date
-45-
7/6/2009
Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 46
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo 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 five (5) year period.
6.That Engineer has substantial experience in the design, construction and operation of electric
:)ower plants of the same type as this Project.
7.That Engineer has no economic relationship to the Design Engineer of this Project.
8.That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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.
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 47
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
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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7/6/2009
Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 48
APPENDIX C
ENGINEERS CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
* hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Finn Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as JPCo 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 five (5) 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.
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 49
Date Date
49- -49-
9.That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a twenty (20) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 51 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 knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
7/6/2009
Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 50
JNDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other
Forms of liquid financial security that would provide readily available cash to Idaho Power to
satisfy the Delay Security, Performance Security 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. shall be deemed to
have acceptable financial creditworthiness.
I. 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 required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfy each
security requirement within the individually identified accounts. The Seller shall be
responsible for all costs associated with establishing and maintaining the escrow account(s).
2. Guarantee or Letter of Credit Security -Seller shall post and maintain in an amount equal to
the required security amount(s): (a) a guaranty from a party that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or (b) an irrevocable
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 51
Letter of Credit in a form acceptable to Idaho Power, in favor of Idaho Power, The Letter of
Credit will be issued by a financial institution acceptable to both parties. A single aggregate
Guarantee or Letter of Credit may be provided for all security requirements, however detailed
accounting of the individual security requirements must be maintained by the Seller and
Seller shall be obligated to maintain the appropriate amounts to satisfy each security
requirement within the individually identified accounts. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
-51-
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 52
APPENDIX E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facility and otherQF wind generation
resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting equally.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
share will not be greater than 0.1% of the total energy payments made to Seller by Idaho Power during the
previous ContTact Year.
a.For every month of this Agreement beginning with the first fill month after the
Scheduled First Energy Date as specified in Appendix of this Agreement, the
Wind Energy Production Forecasting Monthly Cost Allocation (MCA) will be
due and payable by the Seller. Any Wind Energy Production Forecasting
Monthly Cost Allocations (MCA) that are not reimbursed to Idaho Power shall
be deducted from energy payments to the Seller.
• As the value of the 0.1% cap of the Facilities total energy payments will not
be known until the first Contract Year is complete, at the end of the first
contract Year any prior allocations that exceeded the 0.1% cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refund will be included in equal monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balance will be deducted from the ensuing Contract Year's energy payments.
b.During the first Contract Year, as the value of the 0.1% cap of the Facilities total
energy payments will not be known until the first Contract Year is complete,
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 53
Idaho Power will deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item b 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 wind 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 based upon the thllowing formula:
Where: Total MW (TMW) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power
Company.
Facility MW (FMW) is equal to the nameplate rating of this Facility as
specified in Appendix B.
Annual Wind Energy Production Forecasting Cost (AF Cost) is equal
to the total annual cost Idaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power will estimate the AFCoat 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 APCost
and the actual AFCost will be included in the next years AFCost.
Annual Cost Allocation (ACA) = AFCost X (F'MW I TMW)
And
Monthly Cost Allocation (MCA) = ACA I 12
The Wind 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
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 54
the monthly energy payments results in a balance being due Idaho Power, the
Facilityshall pay this amount within 15 days of the date of the payment invoice.
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 55
APPENDIX F
ACCUMULATED OVERPAYMENT AMOUNT
PROJECT NUMBER flI
PAYNE'S FERRY WIND PARK
The accumulated total of:
The monthly Initial Year Monthly Net Energy Amounts specified in paragraph 6.2.1 multiplied by the All
Hours Energy Price (Mill/kWh) specified in paragraph 7.3 less the same monthly Initial Year Monthly
Net Energy Amounts specified in paragraph 6.2.1 multiplied by the monthly, seasonalized, Non Levelized
rates where the seasonalization factors are the same as identified in paragraph 7.3 and Non Levelized
rates are in accordance with IPUC order No. 30744 for all expired months of this Agreement and the next
12 months. In addition a cumulative interest Amount will be calculated on the expired month's
Accumulated Overpayment Amount and included in the Accumulated Overpayment Amount based upon
the Idaho Power overall allowed rate of return in the Idaho jurisdiction, which at the time of the signing of
this agreement is 8.18 %.
This Accumulated Overpayment Amount will be initially calculated prior to the First Energy Date and
then recalculated annually at the end of each Contract Year.
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Exhibit 2111
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 56
TABLE OF ACCUMULATED OVERPAYMENT ENERGY RATES AS DEFINED IN THIS APPENDIX
PROJECT NUMBER: 31315060
PAYNE'S FERRY WIND PARK
Per IPUC Order 30744 and 30738.
Levelized Flat Energy Prices
for a Project coming online
in 2010
Season Season Season
1 2 3
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
Non Levelized Flat Energy
Prices
Season Season Season
1 2 3
52.59 86.82 71.55
54.13 89.56 73.65
55.42 91.84 75.45
56.74 94.18 77.40
58.09 96.58 79.40
59.54 99.16 81.55
60.95 101.67 83.64
62.48 104.38 85.90
63.97 107.01 88.09
65.49 10931 90.34
67.04 112.48 92.65
68.64 115.32 95.01
70.28 118.22 97.44
71.96 12121 99.92
73.68 124.26 102.47
75.87 127.99 105.57
78.22 131.82 108.77
80.65 135.78 112.07
83.14 139.86 115.47
85.72 144.06 118.97
87.80 147.47 121.81
Accumulated Overpayment
8.88 15.76 12.85
7.33 13.02 10.75
6.04 10.74 8.95
4.73 8.40 7.00
3.38 6.00 5.00
1.92 3.42 2.85
0.52 0.91 0.76
(1.01) (1.80) (1.50)
(2.50) (4.43) (3.69)
(4.02) (7.13) (5.94)
(5.58) (9.90) (8.25)
(7.18) (12.74) (10.61)
(8.81) (15.64) (13.04)
(10.50) (18.63) (15.52)
(12.22) (21.68) (18.07)
(14.40) (25.41) (21.17)
(16.75) (29.24) (24.37)
(19.18) (33.20) (27.67)
(21.67) (37.28) (31.07)
(24.25) (41.48) (34.57)
Calendar
• Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
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Exhibit 2111
GNR-E-1 1 -03
R. Guy: Idaho Wind Partners I, LLC
Page 57
APPENDIX F
EXAMPLE OF ACCUMULATED OVERPAYMENT CALCULATION
The calculation below is for example purposes only- to calculate the Accumulated Overpayment Amounts for this
Agreement it will be required that the actual values from the agreement are used in this calculation.
Example Assumptions:
Project becomes Operational as of Jan 1, 2010.
Project terminates Agreement as of July 1, 2010.
Expired Months:
Estimated Mwh
(per article 6.2.1 of
the Agreement)
Accumulated
Overpayment
Energy Rate
Calculated
Overpayment
Interest applied
to expired
Months
Total Accumulated
Overpayment including
interest
8.18%
Jan-10 15,000 12.85 $192,750 $1,313.91 $194,064
Feb-10 20,000 12.85 $257,000 $1,322.87 $452,387
Mar-10 16,000 8.88 $142,080 $3,083.77 $597,551
Apr-10 21,000 8.88 $186,480 $4,073.30 $788,104
May-10 13,000 8.88 -- $115,440 $5,372.24 $908,916
Jun-10 14,000 12.85 $179,900 $6,195.78 $1,095,012
PlusNext12 Months:
Jul-10 14,000 15.76 $220,640 $1,315,652
Aug-10 15,000 15.76 $236,400 $1,552,052
Sep-10 18,000 12.85 $231,300 $1,783,352
Oct-10 13,000 12.85 $167,050 $1,950,402
Nov-10 15,000 15.76 $236,400 $2,186,802
Dec-10 14,000 15.76 $220,640 $2,407,442
Jail- 11 15,000 10.75 $161,250 $2,568,692
Feb-11 20,000 10.75 $215,000 $2,783,692
Mar-11 16,000 7.33 $117,280 $2,900,972
Apr-11 21,000 7.33 $153,930 $3,054,902
May-Il 13,000 7.33 $95,290 $3,150,192
Jun-il 14,000 10.75 $150,500 $3,300,692
Basedonthis example - if this example Project were to terminate this "levelized' agreement in July
2011. The calculated accumulated Overpayment Amount would be S3,300,692 which would be payable
to Idaho Power in addition to any other damages due Idaho Power.
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 58
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
YAHOO CREEK WIND PARK, LLC
TABLE OF CONTENTS
MiLe TITLE
Definitions
9 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
S Environmental Attributes
9 Facility and Interconnection
10 Metering and Telemetry
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
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix A
Appendix 13
Appendix C
Appendix D
Appendix B
Appendix F
Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Yahoo Creek Wind Park, LL
Project Number: 31315070
THIS AGREEMENT, entered into on this .day of It Iy 2009 between
YAHOO CREEK WIND PARK, LLC (Seller), and IDAHO POWER COMPANY, an Idaho corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as Ibllows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:

1.1 "Calculated Net Energy Amount" - The Nameplate Capacity of the Facility multiplied by the
total hours in the applicable month minus the estimated Lost Energy Production, and minus the
estimated Station Use associated with the Lost Energy Production.

1.2 "commission" - The Idaho Public Utilities Commission.

1.3 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.

1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4, 5.5 and 5.6.

1.5 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
-1-
* )I £JU7
Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2

.6 "Dejy Price"- The current month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation will be 0.

1.7 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.

1.3 "Enrgv_Sjiortfall Price" -The current month's Mid-Columbia Market Energy Cost minus the
current month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this
calculation results in a value less than 1.00 Mills/Kwh the result shall be 15.00 Mills/Kwh.

1.9 "Facility" - That electric generation facility described in Appendix B of this Agreement.
1.10 "Ffrst Energy Date" -Me day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.

1.11 "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, orb) 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) unplanned preventative maintenance to repair equipment that left unrepaired, would result in
failure of equipment prior to the planned maintenance period. The Parties shall make
commercially reasonable efforts to perform this unplanned preventative maintenance during
periods of low wind availability or 3) responding to a transmission provider curtailment order.
1.12 "ll3 Load .jHours" - The daily hours beginning at 07:00 am, ending at 11:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas.
.13 "inadvertent Ener '-Electric energy Seller does not intend to generate. Inadvertent Energy is
more particularly described in paragraph 7.5 of this Agreement.

1.14 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
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1.15 "Initial Capacity Determination" -Tie process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.16 "Light Load —The daily hours beginning at 11:00 pm, ending at 07:00 am Mountain
Time (8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, Labor Day, Thanksgiving and Christmas.
.17 "jgrs" -The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
1.18 "Lost Net Energy Production" - A monthly estimate after the fact, prepared and documented by
Seller and accepted by the Buyer, of the Seller's Facility's individual generation unit's energy
production that was not delivered as Net Energy due to: 1) periods where the level of Sufficient
Prime Mover were outside the manufacturer's acceptable operating range for the wind turbine
generator, 2) incidents of Force Majeure, 3) scheduled maintenance, or 4) incidents of Forced
Outage. If any of the above listed events (measured on each individual occurrence and individual
generation unit) lasts for less than 15 minutes, then no Last Energy Production will be calculated.
Calculation of the amount of Last Energy Production will be the verifiable duration (not less than
15 minutes) of the event multiplied by the Nameplate Capacity reduction of only the affected
generation unit(s) occurring as a result of the event multiplied by the expected capacity factor
which would have occurred during this time period less any Losses that would have been
associated with this calculated Lost Net Energy Production. It is understood by the Parties, that a
specific generation unit's outage may indirectly impact other fully operational generation units, in
which case the forced outage calculation could extend to the other impacted generation units.
Example - if a single turbine with a Nameplate Capacity rating or 2.1 MW suffers a 100% gear
box failure that was not a result of negligence or lack of preventative maintenance (Forced
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Exhibit 2112
GNR-E-11-03
R. Guy: Idaho Wind Partners I, LLC
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Outage) and it takes 48 hours to replace the gear box, and other generation units in the immediate
vicinity of this generation unit operated at a 30% capacity factor during this 48 hour period then
the amount of Lost Energy Production will be; 48 hours X 2.1 MW X 30% = 30.24 MWh
(30,240 kWh)
1.19 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.20 "Material Breachh" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.21 "Magm Capcjty Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.22 "Mechanical Availability" -The percentage amount calculated by Seller within 5 days after the
end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated 1'.Tet Energy Amount for the applicable month. Any penalty associated with failing
short of the Mechanical Availability Guarantee for each month shall be determined in accordance
with paragraph 6.4.4.
1.23 "Mechanical Availability Guarantee" shall be as defined in paragraph 6.4.
1.24 "Metering Euipment" - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measure, record and telemeter bi-
directional power flows between the Seller's Facility at the Seller's individual generation
Facilities and the Point of Delivery on the Idaho Power electrical system.
1.25 "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 Parties
will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
1.26 "Nameplate Capacity" —The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
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R. Guy: Idaho Wind Partners I, LLC
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breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.27 "NLra( -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 terms of this Agreement, Seller commits to deliver all Net Energy In Idaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.28 "Oneration Date"— The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.29 "Point of Delivery" —The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected.
1.30 "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.
1.31 "Scheduled Operation Date'- The date specified in Appendix B when Seller anticipates
achieving the Operation Date. In establishing this date it is expected that the Seller reasonably
determines this date is based upon the best known information in regards to equipment
availability and construction schedules.
1.32 - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as ,hcdule 72"
approved by the commission. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facility into the Idaho Power electrical system as specified within
Schedule 72.
1.33 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement,

1.34 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72,

1.35 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. To calculate the Station Use value for use
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R. Guy: Idaho Wind Partners I, LLC
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in the Mechanical Availability calculation, the previous period's actual Station Use will be used
a. a basis.
1.36 "Sufficient Prime Mover" means wind speed that is (1) equal to or greater than the generation
unit's manufacturer-specified minimum levels required for the generation unit to produce energy
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.37 "Surplus Energy" - All Net Energy produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.38 "Total Cost of the Facility" - The total replacement cost of structures, equipment and
appurtenances.
1.39 "Wind Energyroduction Forecast" A forecast of energy deliveries from this Facility provided
by an Idaho Power provided wind forecasting model. The Facility shall be responsible icr ar
allocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE IL NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigatjg - 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 perfonning 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.
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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 is 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 Seller's Qualifying
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permits 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. and a Qualifying Facility certificate.
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 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
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GNR-E-1 1-03
R. Guy; Idaho Wind Partners I, LLC
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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 he unreasonably wititheld. 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 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Detennination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacturer's Nameplate Capacity rating of the individual
generation units at this Facility is less than 10 MW, the Seller shall submit
detailed, manufacturer-specific, verifiable data of the Nameplate Capacity ratings
of the actual individual generation units to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
nameplate rating of the generation units to be installed at this Facility is less than
10 MW, it will be deemed that the Seller has satisfied the Initial Capacity
Determination for this Facility.
4.1.4 Namenlate Capacity.- Submit to Idaho Power Manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included within the entire Facility. 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.
-S.
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Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
4.1 .5 Engineer's- Certifications - Submit an executed Engineers Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Comn,ission Order No. 21690. These certificates will be
in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.7 Interconnection -Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation -
4.1.8.1 Provide all data required by the Idaho Power delivery business unit to enable the
Seller's Facility to be designated as a network resource.
4.1.8.2 Receive confirmation from the Idaho Power delivery business unit that the
Seller's Facility has been designated as a network resource.
4J.9 Reserve Accounts - Demonstrate to Idaho Power's satisfaction that the Seller has
established and funded (1) a debt service reserve account in a form and with a find
holder which complies with paragraph 19.3.2 and (2) demonstrate to Idaho Power's
satisfaction that the Seller has established a maintenance reserve account in a form and
with a fund holder acceptable to Idaho Power. Said maintenance reserve account shall be
structured and funded as follows:
4.1.9.1 All funds will be prudently invested, in a guaranteed, insured account
and all cost of implementing and operating the maintenance reserve
account shall be paid by the Seller. All interest earned on the funds on
deposit will be retained in the maintenance reserve account. At the end
of the term of this Agreement, any balance remaining in the maintenance
reserve account shall be the property of the Seller.
4.1.9.2 Within 60 days after the completion of each Contract Year, the Seller
will deposit cash in the maintenance reserve account in an amount equal
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Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
to, or exceeding 5% of the Facility's estimated gross income for the
ensuing Contract Year, less an amount equal to the Facility's actual
maintenance, repair and replacement expenses (maintenance expenses)
incurred during the prior Contract Year. At Seller's option, the cash
required hereunder to be maintained in such reserve may be replaced by
an irrevocable standby letter of credit in the same amount.
4.1.9.3 The minimum amount of deposit retained in the maintenance reserve
account shall be $2,000,000. This minimum amount will be adjusted
either upward or downward to reflect current replacement cost of a
complete wind turbine/generator. (i.e. tower, nacelle, generator, control
unit, associated wiring, etc) This adjustment will be made at the
beginning of each 3' contract year and the replacement value determined
by the replacement cost valuation methods as described within paragraph
13.2.6.c. In the event this adjustment results in a balance in this account
exceeding 10% of the cost of the actual replacement cost of a complete
wind turbine/generator then the Seller may request a disbursement of
funds as specified in paragraph 4.1.9.6.
4.1.9.4 At the time Seller makes the deposit described in paragraph 4.1.9.2,
Seller will provide Idaho Power with an accurate, verifiable report
showing the prior Contract Year's actual maintenance expenses,
identified by appropriate FERC maintenance account number, and the
estimate of the Facility's gross income for the ensuing Contract Year
used to compute the deposit amount, together with documentation
supporting the estimate of gross income.
4.1.9.5 If at any time it appears that the maintenance expense for that Contract
Year will exceed 5% of the Facility's estimated gross income for that
Contract Year, the Seller may request that Idaho Power consent to the
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GNR-E-1 1-03
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release of funds from the maintenance reserve account in an amount
sufficient to pay the anticipated additional maintenance expenses. The
request must include documentation supporting the Seller's projection of
excess maintenance expense, identified by appropriate PERC
maintenance account number, and such documentation shall he
submitted to Idaho Power. Upon approval by Idaho Power, the required
funds will be released to Seller in accordance with Paragraph 4.1.9.6.
4.1.9.6 Control of the maintenance reserve account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The
only authorized signers will be the chief Operating Officer and the chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds
will only be released from the maintenance reserve account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
4.1.9.7 At the end of each Contract Year, Seller will provide Idaho Power with
evidence of compliance with the maintenance reserve account
requirements set out in this Agreement. This evidence of compliance
will be provided in a manner and form acceptable to Idaho Power. The
maintenance reserve fund will be subject to the lien rights described in
paragraph 4. ].10 below.
4.1.9.8 If the Facility has established a maintenance reserve account in a form
and amount that meets or exceeds the maintenance reserve requirements
as defined below for compliance with other parties having a financial
interest in this Facility, the Setter shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's
acceptance that the financial maintenance reserve requirements meet or
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,I,P1AA('
Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
exceed the requirements within this Agreement, Idaho Power will accept
this financial maintenance reserve account as meeting these
requirements. if Idaho Power accepts, this financial maintenance reserve
account, it will be required that within 60 days of the end of each
Contract Year the Seller provide Idaho Power documentation of the
balance within the financial maintenance reserve account and the
previous year's activity within the account. Idaho Power reserves the
right to require the Seller to provide a maintenance reserve account as
specified below at any time during the term of this Agreement if Idaho
Power determines that the Seller's financial maintenance reserve account
no longer meets or exceeds these requirements.
4.1.10ps[y..InEerests -Provide Idaho Power with acceptable security against Sellers
default under this Agreement. Acceptable security will conform to Commission
Order No. 21690 and No. 21800 and may include, but will not be limited to (1)
title insurance, security interests in the real property associated with the Facility,
equipment, fixtures, contracts, permits, easements, rights-of-way, land use
agreements, funds held in escrow in which Seller has an interest and that relate to
the operation of the Facility, and other reasonable security arrangements
consistent with the Facility's financing and ownership arrangements; or (2) the
seller may post liquid security in an amount equal to at least thirty five percent
(35%) of the Accumulated Overpayment Amount specified for that year in
Appendix F.
4.1.10.1 Idaho Power's security interests will be superior and senior to all liens
other than the first mortgage lien and other security interests permitted
in accordance with paragraphs 4.1.102. The Seller shall be
responsible for all costs reasonably incurred by Idaho Power to review
and perfect this security interest not to exceed $15,000.
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Exhibit 2112
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4.1.10.2 If Seller desires to incur a first mortgage lien or other security interests
that will be superior to Idaho Power's security interests in the Facility,
at least twenty-one (21) days prior to their execution, Seller shall
provide Idaho Power with draft copies of the deeds of trust, mortgages
and other security agreements that will be used to secure such first lICO.
Upon their execution Seller shall provide Idaho Power with copies of
the executed first lien documents. The executed first lien documents
shall not be assigned, amended, modified, or extended, and no
replacement or refinancing of any nature shall be undertaken, without
Idaho Power's prior written consent which consent shall not be
unreasonably withheld. In no event will the amount of any first
mortgage lien exceed $56,250,000. The total amount of all refinanced
or replaced first liens shall not exceed the unpaid principal balance of
the first mortgage liens they replace.
4.1.10.3 Other than the first mortgage liens permitted herein, or temporary
mechanic's, statutory or similar liens incurred in the ordinary course of
business in an amount not to exceed in aggregate $50,000, Seller will
not permit any liens or encumbrances of any nature whatsoever to be
placed on the Facility without Idaho Power's prior written consent,
which consent will not be unreasonably withheld. If any unpermitted
lien or encumbrance is placed on the Facility, Seller will provide Idaho
Power with a bond, insurance or other security acceptable to Idaho
Power in an amount sufficient to secure the full discharge of such
unpermitted lien or encumbrance.
4.1.10.4 During the remaining term of this Agreement, Seller shall maintain
compliance with all requirements of Idaho Power's security interests
described above in paragraph 4.1.10 of this Agreement and
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R. Guy: Idaho Wind Partners I, LLC
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commission Order No. 21690. Seller's failure to comply with those
requirements, will be an event of default and in addition to any other
remedies available under this Agreement, Coimnission Order No.
21690, and the security interests, Seller will be required by Idaho
Power to post liquid security ("Performance Security") in a form as
specified in Appendix D in an amount equal to at least thirty five
percent (35 01a) of the Accumulated Overpayment Amount specified for
that year in Appendix F. Failure to maintain and provide the liquid
security required by this Agreement and Commission Order No. 21690
and No. 21800 shall be an event of default.
4.1.11 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.
AWFJCLE 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 twenty (20)
Contract Years from the Operation Date.
5.2 Operation Date.. The Operation Date may occur only after the Facility has achieved all of the
following:
a)Achieved the First Energy Date.
b)Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c)Seller has demonstrated to Idaho Powers satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner.
d)Seller has requested an Operation Date from Idaho Power in a written format.
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R. Guy: Idaho Wind Partners I, LLC
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e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
53 Seller shall cause the Facility to achieve the Operation Date on or before the Scheduled Operation
Date..
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but prior to 90 clays past
the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated Damages
calculated monthly as follows:
Delay Liquidated Damages are equal to ((Current month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the current month) multiplied by the current months Delay Period) multiplied by
the current months Delay Price.
5.3.2 If the Seller's Facility has not achieved the Operation Date within 90 days after the
Scheduled Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages
calculated as follows:
Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the
Maximum Capacity Amount being measured in KW.
5.4 If Seller fails to achieve the Operation Date within ninety (90) days after the Scheduled Operation
Date, such failure will be a Material Breach and Idaho Power may terminate this Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Liquidated Damages within seven (7) days of
when Idaho Power calculates and presents any Delay Liquidated Damages billings to the Seller.
Seller's failure to pay these damages within the specified time will be a Material Breach of this
Agreement and Idaho Power may draw funds from the Delay Security provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
5.6 The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
Exhibit 2112
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5.7 Within thirty (30) days of the date of a Commission Order as specified in Article XXI approving
this Agreement; Seller shall post liquid security ("Delay Security") in a form as described in
Appendix D equal to or exceeding the amount calculated in paragraph 5.7.1. Failure to post this
Delay Security in the time specified above will be a Material Breach of this Agreement and Idaho
Power may terminate this Agreement.
5.7.1 Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the Maximum
Capacity Amount being measured in kW.
5.7-1 -1 if the Seller provides Idaho Power with certification that a generation
interconnection agreement specifying a schedule that will enable the Facility to
achieve the Operation Date no later than the Scheduled Operation Date has (1)
been completed and the Seller has paid all required interconnection costs or (2) a
generation interconnection agreement is substantially complete and all material
costs of interconnection have been identified and agreed upon and (3) the Seller
is in compliance with all terms and conditions of the generation interconnection
agreement, the Delay Security calculated in accordance with paragraph 5.7.1 will
be reduced by ten percent (10%).
5.7.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 5.7.1.1 and subsequently (I) at Seller's request, the generation
interconnection agreement specified in paragraph 5.7.1.1 is revised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller does not maintain compliance with the generation
interconnection agreement the full amount of the Delay Security as calculated in
paragraph 5.7.1 will be subject to reinstatement and will be due and owing within
5 business days from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Security will be a Material Breach of this Agreement,
5.7.2 Idaho Power shall release any remaining security posted hereunder after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (1) 30 days
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Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
after the Operation Date has been achieved or (2) 120 days after the termination of this
Agreement.
5.7.3 Early Termination Payment - At any time after the Operation Date has been achieved,
Idaho Power terminates this Agreement due to any default by the Seller, Seller will make
a termination payment to Idaho Power. The termination payment will include but not be
limited to the Accwnulated Overpayment Amount specified in Appendix F of this
Agreement.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Delivery and Acceotance of Net Energy - Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will, sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be
delivered by the Setter to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
6.2.1 jatijal Year Monthly Net Energy Amounts:
Month kwh
March 5,735,994
Season 1 April 5,541,459
May 5,207,971
Jullyvember
ugust
Season 2
December
June
September
Season 3 October
January
February
3,490,508
3,618,345
4,201,949
4,824,460
4,552,111
4,029,647
4,618,809
5,018,995
4,746,646
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
6.4 Mechanical. Availability Guarantee - Alter the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechanical Availability of 85% for the Facility for each month
during the full term of this Agreement (the "Mechanical Availability Guarantee"). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Facility provides the Monthly Power Production and Switching
Report, (Appendix A) the Seller shall provide and certify the calculation of the Facility's
current month's Mechanical Availability. The Seller shall include a summary of: (a)
Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact on generation
output and (c) scheduled maintenance and Station Use information that was used to
calculate the current month's Mechanical Availability
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6.4.2 The Facility shall maintain detailed documentation supporting its calculation of the
Facility's Mechanical Availability. These records will be retained for three years.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availability
Guarantee, damages will be calculated as:
The Mechanical Availability Guarantee multiplied by the Facility's
aggregate Nameplate Capacity of all generation imits at the Facility
multiplied by the hours of the month minus the current month's measured
Losses and Station Use minus the month's actual Net Energy deliveries
multiplied by the Energy Shortfall Price.
6.4.5 Any damages calculated in paragraph 6.4.4 will be offset against the current month's
energy payment. If an unpaid balance remains after the damages are offset against the
energy payment, the Facility shall pay in full the remaining balance within fifteen (15)
days of the date of the invoice.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Net Energy received during Heavy Load Hours, Idaho
Power will pay the [evelized energy price for a Facility scheduled to come on-line during
calendar year 2010, for a contract term of twenty (20) years in accordance with Commission
Order 30744, 30738 and adjusted in accordance with Commission Order 30415 for Heavy Load
Hour Energy deliveries, and adjusted in accordance with Commission Order 30488 for the wind
integration charge and with seasonalization factors applied:
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Season 1 -(73.50 %) Season 2- (120.00 %) Season 3 - (100.00%)
Mills/kWh Mills/kWh Mills/kWh

63.65 206.47 87.64
7.2 Light Load Purchase Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the lcvelized energy price for a Facility scheduled to come on-line during calendar year
2010, for a contract term of twenty (20) years in accordance with Commission Order 30415 for
Light Load 1-Jour Energy deliveries, and adjusted in accordance with commission Order 30488
for the wind integration charge and with seasonalization factors applied:
Season 1 -(73.50 %) Season 2- (120.00 %) Season 3 -(100.00 %
MiiçWj Mills/kWh Mills/kWh

58.73 97.73 80.36

7.3 All flours EnergiPrice - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the levelized energy price for a Facility scheduled to come on-line
during calendar year 2010, for a contract term of twenty (20) years in accordance with
commission Order 30744, 30738 and adjusted in accordance with Commission Order 30488 for
the wind integration charge and with seasonalization factors applied:
Season 1 - (73.50 %) Season 2 -(120.00 %) Season 3 -(100.00%)

Mills/kWh Mills/kWh Mills/kWh
61.47 102.58 84.40

7.4 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the All flours Energy Price specified in paragraph
7.3, whichever is lower.

7.5 inadvertent Energy --
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds
10,000 kW multiplied by the hours in the specific month in which the energy was
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delivered. (For example January contains 744 hours. 744 hours times 10,000 kW
7,440,000 kWh. Energy delivered in January in excess of 7,440, 000 kWh ii) this
example would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
10 average MW and therefore does not intend in generate Inadvertent Energy, Idaho
Power will accept Inadvertent Energy that does not exceed the Maximum Capacity
Amount but will not purchase or pay for Inadvertent Energy.

7.6 Payment Due Date - Energy payments, less Wind Energy Production Forecasting Monthly Cost
Allocation (MCA), will be disbursed to the Seller within 30 days of the date which Idaho Power
receives and accepts the documentation of the monthly Mechanical Available Guarantee and the
Net 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 Energ', Inc, v. Idaho Power company, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR 292.303-308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES

8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (]'Rcs) directly associated with the
production of energy from the Seller's Facility.
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ARTICLE IX; FACILITY AND INTERCONNECTION
9.1 Pign.oFacility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: METERING AND TELEMETRY
10.1 Metering- Idaho Power shall, for the account of Seller, provide, install, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. The Metering
Equipment will be at the location and the type required to measure, record and report the
Facility's Net Energy, Station Use, Inadvertent Energy 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 into the Idaho Power
electrical system.
10.2 I.eneI1y - Idaho Power will install, operate and maintain at Seller's expense metering,
communications and telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
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ARTICLE Xl- REcORDg
11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content recommended by Idaho Power.
11.2 Inspection - Either Party, after reasonable notice to (he other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility,
ARTICLE XII: OPERATIONS
12.1 Q9mmunications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
12.2 Energy Accetanee -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy 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 Majeure, Forced Outage or
temporary disconnection of the Facility in accordance with Schedule 72. If, for reasons
other than an event of Force Majeure or a Forced Outage, a temporary disconnection
under Schedule 72 exceeds twenty (20) days, beginning with the twenty-first day of such
interruption, curtailment or reduction, Seller will be deemed to be delivering Net Energy
at a rate equivalent to the pro rata daily average of the amounts specified for the
applicable month in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated.
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 =
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within Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limit deliveries to the
Maximum Capacity Amount will be a Material Breach of this Agreement.
12.3 Scheduled Maintenance - On or before January 31 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.
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.
12.4 Maintenance Coordination -The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to CQuitailment - Idaho Power will make a reasonable attempt to contact the Seller
Prior to exercising its rights to interrupt the 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
the Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
RICLE 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 construction, ownership, operation or
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maintenance of, or by failure of, any of such Party's works or fitcilities used in connection with
this Agreement. 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 the
following insurance coverage:
13.2. t 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.
13.2.2 All Risk Property Insurance with minimum limits not less than eighty percent (80%) of
the Total Cost of the Facility. The Property Insurance coverage must be written on a
Replacement Cost basis and will include -
(a)Standard fire policy
(b)Extended coverage endorsement; and
(c)Vandalism and malicious mischief endorsement.
(d)The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
13.2.3 Boiler and Machinery insurance with minimum limits not less than eighty percent (80%)
of the total Replacement Cost of the equipment covered in (a) below:
(a)All boiler and machinery coverage must be written on a "comprehensive
form" basis to provide coverage against the sudden and accidental breakdown
of all boilers, machinery and electrical equipment, turbines, generators, and
switchgear.
(b)Coverage under this insurance must be written on a Replacement Cost basis;
and
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(e) The deductible for such insurance shall be consistent with current Insurance
Industry Utility practices for similar property.
13.2.4 Earthquake & Flood (catastrophic perils) Insurance with limits not less than eighty
percent (80%) of the Total Cost of the Facility. The deductible for such insurance shall be
consistent with current Insurance Industry Utility practices for similar property.
13.2.5 Business Interruption (Loss of Income) Insurance with minimum daily limits not less
than twenty percent (20 0/6) of the Facility's estimated annual income;
(a)Coverage will include Seller's loss of earnings when business operations are
curtailed or suspended because of a loss due to an insured peril, Coverage may
be written on an actual loss sustained basis.
(b)This insurance coverage must be endorsed to both the All Risk 1roperr
Insurance Policy and the Boiler and Machinery Insurance Policy;
(c)The deductible for such insurance shall be consistent with current insurance
Industry Utility practices for similar property.
(d)The estimated annual income shall be computed on the basis of the Net Energy
Amounts contained in paragraph 6.2.
13.2.6 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
(c)in the case of the insurance coverages described in sub-paragraphs 13.2.1, 13.12,
13.2.3, and 13.2.4 above, the Total Cost of the Facility will include any Seller-
furnished Disconnection Equipment and/or Interconnection Facilities. The Total
Cost of the Facility and total Replacement Cost of equipment will be adjusted
either upward or downward to reflect the current replacement cost of the Facility
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or equipment. This adjustment will be based on either (I) an appraisal made by,
or for, the Seller's insurance company, or (2) use of an approved "industrial cost
trend index" published by a national insurer (i.e., Factory Mutual Engineering
and Research Building Cost Index; Kemper Replacement Value Cost Trends -
Industrial Machinery & Equipment; Industrial Risk insurers, U.S. Replacement
Cost Factors) (3) any other mutually agreed upon methodology of establishing
the total replacement cost. Such adjustment shall be made, at a minimum, every
fifth Contract Year during the term of this Agreement. A copy of these
computations and/or appraisals will be submitted to Idaho Power for Idaho
Power's review and approval.
13.2.7 Insurance Alternatives - Comprehensive General Liability Insurance as defined
in paragraph 13.2.1 will be required at all Limes throughout the term of this
agreement. Alternative arrangements creating equivalent protection for Idaho
Power in lieu of the insurance requirements specified in paragraphs 13.2.2,
13.2.3, 112.4 and 13.2.5 of this Agreement may be submitted to Idaho Power for
review. Only upon Idaho Power's written acceptance of these alternate
arrangements may the Seller be allowed to forgo the insurance
requirements of paragraphs 13.2.2, 13.2.3, 13.2.3 and 13.2.5 of this
Agreement. Any and all acceptable alternative arrangements must place Idaho
Power in an equal or better position in the event of the occurrence of an insurable
event.

13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and annually
thereafter, Seller shall furnish 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
paragraph 13.2 shall lapse for any reason, Seller will immediately notil' Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
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taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJEU
14.1 As used in this Agreement, "Force Maj cure" 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, or changes in law Or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(I) 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 causing the
suspension of performance 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
1 5.1 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. No undertaking by one
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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 other Party or to 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.
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 OP 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.
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A1kTIçL111XLPJPUTES AND DEFAULT
19.1 Dispu - 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 nondefaulting 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 nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafter for the fbll term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insuranee - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to comply, such failure will be a Material Breach and may paly be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated.
19.3.2 Debt Service Reserve Account - The Seller will establish a debt service reserve
account. Said debt service reserve account will be separate from the maintenance
reserve account and shall be structured as follows:
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19.32.1 All funds will be prudently invested, in a guaranteed, insured account and
all cost of implementing and operating the Debt Service Reserve Account
shall be paid by the Seller. All interest earned on the funds on deposit will
be retained in the Debt Service Reserve Account. At the end of the term of
this Agreement, any balance remaining in the Debt Service Reserve
Account shall be the property of the Seller.
19.3.2.2 Control of the Debt Service Reserve Account will be maintained by Idaho
Power through the requirement of dual signatures on the account. The only
authorized signers will be the chief Operating Officer and the Chief
Financial Officer of Idaho Power (or their respective designees) and the
Treasurer of Seller (or his/her respective designee). Accordingly, funds will
only be released from the Debt Service Reserve Account upon the
signatures of both Idaho Power authorized signers or one Idaho Power
authorized signer and Seller's authorized signer.
19.3.2.3 During the period of time in which the Facility acts as security for a first
mortgage lien which is senior to Idaho Powers security interest in the
Facility as described in paragraph 4.1.10, Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
an amount equal to twenty percent (20 %) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1,000. The estimated gross
Contract Year revenue is calculated to be the sum of the monthly Net
Energy Amounts specified in paragraph 6.2 multiplied by the All Energy
Price specified in paragraph 7.3.
19.3.2.4 During the period when the Facility is security for a first mortgage lien that
is senior to Idaho Power's lien, funds from the debt service reserve account
will only be released to the holder of the first mortgage lien. Funds from
said account shall be released only when, and only to the extent that Seller
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certifies to Idaho Power that after payment of all operating costs, the
Facility's revenues are insufficient to make full debt service and/or lease
payments on the Facility.
19.3.2.5 Upon full satisfaction of the above-referenced first mortgage lien and when
Idaho Power's security interest becomes the senior security interest in the
Facility, a withdrawal from the Debt Service Reserve Account may be
requested by the Seller for the amount in the debt service reserve account
which exceeds five percent (51/o) of the Facility's estimated gross Contract
Year revenue rounded to the nearest $1,000. Seller shall maintain a debt
service reserve account in cash or an irrevocable standby letter of credit in
an amount equal to five percent (5%) of the Facility's estimated gross
Contract Year revenue rounded to the nearest $1 ,000.
193.2.6 During the period when Idaho Power's security interest is the senior security
interest in the Facility, funds from the debt service reserve account will only
be released to pay operating costs for the Facility.
19.3.2.7 For purposes of the debt service reserve account, operating costs are limited
to those costs necessary for the operation of the Facility such as taxes,
insurance expenses, lease payments and other ordinary and necessary
operating expenses. Operating costs shall not include any disbursements
other than lease payments which would constitute a profit or return on
investment.
19.3.2.8 After any release of funds from the debt service reserve account, Seller shall
he obligated to restore the debt service reserve account to the amounts
provided for in paragraphs 19.3.2.3 or 19.3.2.5, whichever is applicable,
prior to Seller disbursing funds which would constitute a profit or return on
investment. Until the debt service reserve account is fully restored, Seller
will, within sixty (60) days of the completion of each Contract Year,
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provide Idaho Power with a report prepared by Sellers outside accountants
showing that Seller has not breached its obligations under this paragraph
19.3.2.
19.3.2.9 If the Facility has established a debt service reserve account in a form and
amount that meets or exceeds the Debt Service Reserve Account
requirements as defined below for compliance with other parties having a
financial interest in this Facility, the Seller shall provide Idaho Power with
documentation of those requirements and upon Idaho Power's acceptance
that the financial debt service reserve requirements meet or exceed the
requirements within this Agreement, Idaho Power will accept this fInancial
debt service reserve account as meeting these requirements. If Idaho Power
accepts this financial debt service reserve account it will be required that
within 60 days of the end of each Contract Year the Seller provide Idaho
Power documentation of the balance within the financial debt service
reserve account and the previous year's activity within the account. Idaho
Power reserves the right to require the Seller to provide a Debt Service
Reserve Account as specified below at any time during the term of this
Agreement if Idaho Power determines that the Seller's financial debt
reserve account no longer meets or exceeds these requirements.
19.3.2.10 Any breach of paragraph 19.3.2 by Seller will constitute a Material Breach
of this Agreement.
19.3.3 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 0 & 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
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1 9.3.4 Licenses and Permit - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. 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 and licenses 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 201y 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
ei Elier Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shall 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 XXI1: 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, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party 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,
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obligations and interests under this Agreement. 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: MODIFICATI.QN
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.
ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, c-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Seller: Contract Manager
do Exergy Development Group of Idaho, LLC
802 W. Bannock sL,, le Floor
Boise, ID 83702
info©exergydevelopmentgroup.com
Cccv of document to:
Peter Richardson
Richardson & O'Leary Law Finn
515 N. 27h1 Street
Boise, ID 83702
[e-mail]
To Idaho Power:
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R. Guy: Idaho Wind Partners I, LLC
Page 36
Original document to:
Senior Vice President, Delivery
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
Eniail:DMüioridahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
E-mail: railphin®idahopower.com
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 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 B - Wind Energy Production Forecasting
Appendix F - Accumulated Overpayment Amount
ARTICLE XIl: 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.
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ARTJCLE XXJXNTIRE 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
in their respective names on the dates set forth below:
Idaho Power company Yahoo Creek Wind Park, LLC
By

By______
Dan B. Minor
Senior Vice President, Delivery
Dated I Dated
O7 2's
"Idaho Power" "Seller"
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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
P 0 Box 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility's total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 39
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 Station Metered
Out0lIt ilssm Usage MaaimueLcenerao%
Meter Number:
End of Month kWh Miter Reading:

kW
Beginning of Month kWh Meter:
Difference:
Times Meter Constant: Net Generation
kWh for the Mouth:
Metered Demand:
Breaker Opening Record Breaker Closing Record
Pate Time Meter 1 I I Reason I r Date Time Meter
* Breaker O pening Reason Codes
I Lack of Adequate Prime Mover
2 Forced Outage of Facility I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the 3 Disturbance of IPC0 System above month and that the switching record is accurate 4 Scheduled Maintenance and complete as required by the Firm Energy Sales
5 Testing of Protection Systems Agreement to which I am a Party.
6 Cause Unknown
7 Other (Explain)
Signature Date
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A-2 ROUTINE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may m utually agree to modify this Routine
Reporting requirement.
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-80Q-635-1093 and leave the following
information:
• Project Identification -Project Name and Project Number
• Current Meter Reading
• Estimated Generation for the current day
• Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
• Project Identification - Project Name and Project Number
• Approximate time outage occurred
• Estimated day and time of project coming back online
Seller's Contact Information
24-1-lour Proicct Opetional Contact
Name:
Telephone Number:
Cell Phone:
jgjcctOi-site Contact information
Telephone Number:
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Page 41
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315070
Yahoo Creek Wind Park. LLC
B-I DESCRIPTION OF FACILITY
21.0 MW Installed capacity wind conversion power generation facility utilizing 14 GE Mode]
1500 xle wind turbine generators with standard reactive power range 0.95 lead (reactive power
leaving the generator) to 0.90 lagging.
B-2 LOCATION OF FACILITY
Near: Hagerman, ID
Section 35 - W1/2, Sl/2NEI/4, N1/2SEI/4, SWI/45E1/4 Township: 7 S Range: JZE
County: Twin Falls, ID.
Section 36- ALL Township: IS Range: 12 County: Twin Falls, U).
Section 2 - ALL Township: 83 Range: 12 County: Twin Falls, ID.
Section 6— NI/2 Township: 8S Range: 125 County: Twin Falls, ID.
Description of Interconnection Location: 400 W. 5900 N. Hageaman, connecting to the
j.jng / Bliss 138 kV line.
Nearest Idaho Power Substation: Tuana Substation
B.-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected Setcmber 30, 2010 as the Scheduled First Energy Date.
Seller has selected September 30, 201 Oas 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.
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B-4 MAXIMUM CAPACITY AMOUNT: This value will be 21.0 MW which 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 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 Sellers
Facility's energy is delivered to the Idaho Power electrical system. Schedule 72 will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72
will become an integral part of this Agreement.
13-6 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 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 1/0 of the kWh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrica l 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 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
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Exhibit 2112
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R. Guy: Idaho Wind Partners I, LLC
Page 43
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
B-7 METERING AND TELEMETRY
Schedule 72 will determine the specific metering and telemetry requirements for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications will 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 will arrange for and make available at Seller's cost
communication circuit(s) compatible to Idaho Power's communications equipment and dedicated
to Idaho Power's use terminating at the Idaho Power facilities capable of providing Who Power
with continuous instantaneous information on the Facilities energy production. Idaho Power
provided equipment will be owned and maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the total
metering cost will be included in the calculation of the Monthly Operation and Maintenance
Charges specified in Schedule 72.
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 44
APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter 'Agreement,' between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafter referred to as
the "Project."
4.That the Project, which is commonly known as the _Project, is located in
Section Township ________ Range ________,Boise Meridian, County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a five (5) 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.
S. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
Projects producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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R. Guy: Idaho Wind Partners I, LLC
Page 45
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
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 46
APPENDIX C
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned - , on behalf of himself and
_________ hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
I. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as JPCo 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 five (5) 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 made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. 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 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.
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R. Guy: Idaho Wind Partners I, LLC
Page 47
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
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
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Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 48
,PPENDJC
ENGINEER'S CERT1FICA7I1ON
or
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1.That rmginanr is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facility No and is hereinafter
referred to as the "Project',
4.That the Project, which is commonly known as the Project, is located in
Section - Township ________ Range Boise Meridian, County, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a five (5) 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.
S. 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.
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Date Date
49- -49-
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10, That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a twenty (20) year period.
ii. 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 knowledge and therefore sets his hand and seal below.
(P.R Stamp)
71612009
Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 50
APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other
forms ofliquid financial security that would provide readily available cash to Idaho Power to
satisfy the Delay Security, Performance Security 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. shall be deemed to
have acceptable financial creditworthiness.
I. Cash Escrow Security - Seller shall deposit finds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
alnount(s. A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfy each
security requirement within the individually identified accounts. The Seller shall be
responsible for all costs associated with establishing and maintaining the escrow account(s).
2. Guarantee or Letter of Credit Security Seller shall post and maintain in an amount equal to
the required security amount(s): (a) a guaranty from a party that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or (b) an irrevocable
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R. Guy: Idaho Wind Partners I, LLC
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Letter of Credit in a form acceptable to Idaho Power, in favor of Idaho Power. The Letter of
Credit will be issued by a financial institution acceptable to both parties. A single aggregate
Guarantee or Letter of Credit may be provided for all security requirements, however detailed
accounting of the individual security requirements must be maintained by the Seller and
Seller shall be obligated to maintain the appropriate amounts to satisfy each security
requirement within the individually identified accounts. The Seller shall be responsible for all
costs associated with establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
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Page 52
APPENDIX E
WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facility and other QF wind generation
resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting equally.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
share 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 fisH month after the
Scheduled First Energy Date as specified in Appendix of this Agreement, the
Wind Energy Production Forecasting Monthly Cost Allocation (MCA) will be
due and payable by the Seller. Any Wind Energy Production Forecasting
Monthly Cost Allocations (MCA) that are not reimbursed to Idaho Power shall
be deducted from energy payments to the Seller.
• As the value of the 0.1% cap of the Facilities total energy payments will not
be known until the first Contract Year is complete, at the end of the first
Contract Year any prior allocations that exceeded the 0.1 % cap shall be
adjusted to reflect the 0.1% cap and if the Facility has paid the monthly
allocations a refund will be included in equal monthly amounts over the
ensuing Contract Year. lithe Facility has not paid the monthly allocations
the amount due Idaho Power will be adjusted accordingly and the unpaid
balance will be deducted from the ensuing Contract Year's energy payments.
h. During the first Contract Year, as the value of the 0.1% cap of the Facilities total
energy payments iI1 not be known until the first Contract Year is complete,
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Idaho Power will deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item b 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 wind 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 based upon the following formula:
Where: Total MW (TNW) is equal to the total nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power
Company.
Facility MW (MAD is equal to the nameplate rating of this Facility as
specifIed in Appendix B.
Annual Wind Energy Production Forecasting Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power will estimate the AECost 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 years AFCosI.
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Allocation (MCA) = ACA / 12
e.The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
clue 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
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R. Guy: Idaho Wind Partners I, LLC
Page 54
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.
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 55
APPENDIX F
ACCUMULATED OVERPAYMENT AMOUNT
PROJECT NUMBER: 31315070
YAHOO CREEK WIND PARK
The accumulated total of:
The monthly Initial Year Monthly Net Energy Amounts specified in paragraph 6.2.1 multiplied by the All
[-lours Energy Price (Mill/kWh) specified in paragraph 7.3 less the same monthly Initial Year Monthly
Net Energy Amounts specified in paragraph 6.2.1 multiplied by the monthly, seasonalized, Non Levelized
rates where the seasonalization factors are the same as identified in paragraph 7.3 and Non Levelized
rates are in accordance with IPUC order No. 30744 for all expired months of this Agreement and the next
12 months. In addition a cumulative interest Amount will be calculated on the expired month's
Accumulated Overpayment Amount and included in the Accumulated Overpayment Amount based upon
the Idaho Power overall allowed rate of return in the Idaho jurisdiction, which at the time of the signing of
this agreement is 8.18%.
This Accumulated Overpayment Amount will be initially calculated prior to the First Energy Date and
then recalculated annually at the end of each Contract Year.
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GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 56
APPENDIX.
TABLE OF ACCUMULATED OVERPAYMENT ENERGY RATES AS DEFINE)) IN TI-ITS APPENDIX
PROJECT NUM1ER: 31315070
YAHOO CREEK WIND PARK
Per IPUC Order 30744 and 30738
Calendar
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
Level ized Flat Energy Prices
for a Project coming online
in 2010
Season Season Season
2 3
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
61.47 102.58 84.40
Non Levelized Flat Energy
Prices
Season Season Season
1 2 3
52.59 86.82 71.55
54.13 29.56 73.65
55.42 91.84 75.45
56.74 94.18 77.40
58.09 96.58 79.40
59.54 99.16 81.55
60.95 101.67 83.64
62.48 104.38 85.90
63.97 107.01 88.09
65.49 109.71 90.34
67.04 112.48 92.65
68.64 115.32 95.01
70.28 118.22 97.44
71.96 121.21 99.92
7168 124.26 102.47
75.87 127.99 105.57
78.22 131.82 108.77
80.65 135.78 112.07
83.14 139.86 115.47
85.72 144.06 118.97
87.80 147.47 121.81
Accumulated Overpayment
EnersvRate
Season Seaôn Season
1 2 3

8.88 15.76 12.85

7.33 13.02 10.75

6.04 10.74 8.95

4.73 8.40 7.00

3.38 6.00 5.00

1.92 3.42 2.85

0.52 0.91 0.76

(1.01) (1.80) (1.50)

(2.50) (4.43) (369)

(4.02) (7.13) (5.94)

(5.58) (9.90) (8.25)

(7.18) (12.74) (10.61)

.(8.81) (15.64) (13.04)

(10.50) (18.63) (15.52)
(12.22) (21.68) (18.07)
(14.40) (25.41) (21.17)
(16.75) (29.24) (24.37)
(19.18) (33.20) (27.67)
(21.67) (37.28) (31.07)
(24.25) (41.48) (34.57)
(26.33) (44.89) (37.41)
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R. Guy: Idaho Wind Partners I, LLC
Page 57
APPENDIX F
EXAMPLE OF ACCUMULATED OVERPAYMENT CALCULATION
The calculation below is for example purposes only - to calculate the Accumulated Overpayment Amounts for this
Agreement it will be required that the actual values from the agreement are used in this calculation.
Example Assumptions:
Project becomes Operational as of Jan 1, 2010.
Project terminates Agreement as of July 1, 2010.
Expired Months:
Estimated Ad wh
(per article 6.2.1 of
the Agreement)
Accumulated
Overpayment
Energy Rate
Calculated
Overpayment
Interest applied
to expired
Months
Total Accumulated
Overpayment including
interest
8.18%
Jan-10 15,000 12.85 $192,750 $1,313.91 $194,064
Feb-10 20,000 12.85 $257,000 $1,322.87 $452,387
Mar-10 16,000 8.88 $142.080 $3,083.77 $597,551
Apr-10 21,000 8.88 $186,480 $4,073.30 $788,104
May-10 13,000 8.88 $115,440 $5,372.24 $908,916
Jun-10 14,000 12.85 $179,900 $6,195.78 $1,095,012
Plus Next 12 Months:
Jul-10 14,000 15.76 $220,640 $1,315,652
Aug-10 15,000 15.76 $236,400 $1,552,052
Sep-10 18,000 12.85 $231,300 $1,783,352
Oct-10 13,000 12.85 $167,050 $1,950,402
Nov-10 15,000 15.76 $236,400 $2,186,802
Dec-10 14,000 15.76 $220,640 $2,407,442
Jan-11 15,000 10.75 $161,250 $2,568,692
Feb- 11 20,000 10.75 $215,000 $2,783,692
Mar- 11 16,000 7.33 $117,280 $2,900,972
Apr-11 21,000 7.33 $153,930 $3,054,902
May-11 13,000 7.33 $95,290 $3,150,192
Jun-11 14,000 10.75 $150,500 $3,300,692
Based on this example - if this example Project were to terminate this 'levelized" agreement in July
2010, The calculated accumulated Overpayment Amount would be $3,300,692 which would be payable
to Idaho Power in addition to any other damages due Idaho Power.
-57-
7/6/2009
Exhibit 2112
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 58
Idaho Power Company Generator Interconnection Agreement #105 & 301
LP.U.C. No. 29, Tariff No. 101
GENERATOR INTERCONNECTION AGREEMENT
Schedule 72
Burley Butte Wind Park
(including Expansion)
Projects #105 & 301
21.3 MW
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
Idaho Power Company Generator Interconnection Agreement # 105 & 301
LP.U.C. No. 29, Tariff No. 101 Page 1 of 1
TABLE OF CONTENTS
RECITALS..............................................................................................................................................
AGREEMENTS...................................................................................................................................... 1
I. Ca0efized Terms ................................................................................................................. I
2.Terms and.Conditions .............................................. .......... ..................................................
3.This Agreement; lanaI anagreementto purchase. Selle,søower.........................................1
4.Attachments- ......................................................... . ................... . ............ .. ............................. 1
5.Effective Date. Term; Termination and:Disconnectiori..........................................................
5.1 TermofAöj-eemant..............................................................................................................2
5.2 Termination . ......................................................................................................... ........ ........ 2
5.3 Temporary Disconnection ............................................................................................. ........ 2
6.Assignment. Liability, Indemnity. Force maleure. Conseauential Damages and Default. ...... 5
7.Insurance. .......................................................................... .................................................. 7
8.Miscellaneous...... ................................................................................................................ 7
9.Notices. ...................... ... .............................. ......................................................................... S
10.Signatures ............................................................................................................................ 9
Attachment1 ..........................................................................................................................................1
Attachment2..........................................................................................................................................1
Attachment3..........................................................................................................................................I
Attachment4..........................................................................................................................................1
AttachmentS ...........................................................................................................................................1
Attachment 6..........................................................................................................................................1
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
Idaho Power Company Generator Interconnection Agreement # 105 & 301
LP.U.C. No. 29, Tariff No. 101 Page 1 of 9
This Generator Interconnection Agreement ("Agreement) under Idaho Power Company's
Schedule 72 is effective as of the day of September, 2010 between Idaho Power Company -
Delivery ("Company" or "Transmission Owner') and Burley Butte Wind Park, LLC, an Idaho Limited
Liability Company, ("Seller" or "interconnection Customer").
RECITALS
A.Seller will own or operate Generation Facilities that qualify for service under Idaho
Power's Commission-approved Schedule 72 and any successor schedule.
B.The Generation Facilities covered by this Agreement are more particularly described in
Attachment t
AGREEMENTS
1.Capitalized Terms
Capitalized terms used herein shall have the same meanings as defined in Schedule 72 or in the body
of this Agreement.
2.Terms and Conditions
This Agreement and Schedule 72 provide the rates, charges, terms and conditions under which the
Seller's Generation Facilities will interconnect, with, and operate in parallel with, the Company's
transmission/distribution system. Terms defined in Schedule 72 will have the same defined meaning in
this Agreement. If there is any conflict between the terms of this Agreement and Schedule 72,
Schedule 72 shall prevail.
3.This Agreement is not an agreement to purchase Seller's power.
Purchase of Seller's power and other services that Seller may require will be covered under separate
agreements. Nothing in this Agreement is intended to affect any other agreement between the
Company and Seller.
4 Attachments
Attached-to this A'greemanhand included by -reference are the following:
Atfaohmept I - Description: and- Costs- of the Generation Facilities, Interconnection
Facilities, and -MeteringEquipment
Attachment 2— One-line Diagram Depicting the Generation Facilities, Interconnection
Facilities, Metering.Equipment;and -Upgrades
Attachment3.•— Milestones For interconnecting the Generation Facilities.
Attachment- * - Additional. Operating Requirements for the Company's Transmission
System Needed to Support the Seller's Generation Facilities.
Attachment-&— ReactivePower:
Attachment 6— Description of Upgrades required to integrate the Generation Facilities
and Best Estimate of Upgrade Costs.
5. Effective Date. Term, Termination and Disconnection.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3
Idaho Power Company Generator Interconnection Agreement # 105 & 301
LP.U.C. No. 29, Tariff No. 101 Page 2 019
5.1 Term of Agreement. Unless terminated earlier in accordance with the provisions
of this Agreement, this Agreement shall become effective on the date specified above and
remain effective as long as Seller's Generation Facilities are eligible for service under Schedule
72.
5.2 Termination.
5.2.1 Seller may voluntarily terminate this Agreement upon expiration or
termination of an agreement to sell power to the Company.
5.2.2 After a Default, either Party may terminate this Agreement pursuant to
Section 6.5.
5.2.3 Upon termination or expiration of this Agreement, the Seller's Generation
Facilities will be disconnected from the Company's transmission/distribution system.
The termination or expiration of this Agreement shall not relieve either Party of its
liabilities and obligations, owed or continuing at the time of the termination. The
provisions of this Section shall survive termination or expiration of this Agreement.
5.3 Temporary Disconnection. Temporary disconnection shall continue only for so
long as reasonably necessary under "Good Utility Practice." Good Utility Practice means any of
the practices, methods and acts engaged in or approved by a significant portion of the electric
industry during the relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the decision was made,
could have been expected to accomplish the desired result at a reasonable cost consistent with
good business practices, reliability, safety and expedition. Good Utility Practice is not intended
to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to
be acceptable practices, methods, or acts generally accepted in the region. Good Utility
Practice includes compliance with WECC or NERC requirements. Payment of lost revenue
resulting from temporary disconnection shall be governed by the power purchase agreement.
5. a i Emerqency Conditions. "Emergency Condition" means a condition or
situation: (1) thatin the judgment of the Party making the claim is imminently ilkely to
endanger life or property; or (2) that, in the case of the Company, is imminently likely (as
determined in a non-discriminatory manner) to cause a material adverse effect on the
security of, or damage to the Company's transmission/distribution system, the
Company's Interconnection Facilities or the equipment of the Company's customers; or
(3) that, in the case of the Seller, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the reliability and. security
of; or damage to, the Generation Facilities or the Seller's Interconnection Facilities.
Under Emergency Conditions either the Company or the- Seller may immediately.
suspend interconnection service and temporarily disconnect: the Generation. Facilities.
The Company shall notify the Seller promptly when it becomes aware of an Emergency
Condition that may reasonably be expected to affect. the Seller's operation of the.
Generation Facilities. The Seller shall notify the Company promptly when it: becomes
aware of an Emergency Condition. that may. reasonably be expected: to affect the.
Company's equipment.: or service to the company's customers To the extent
information is known, the notification shall describe the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of both Parties'
facilities and operations, its anticipated duration, and the necessary corrective action.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
Idaho Power Company Generator Interconnection Agreement #105 & 301
LP.U.C. No. 29, Tariff No. 101 Page 3 of 9
5.3.2 Routine Maintenance, Construction, and Repair. The Company may
interrupt interconnection service or curtail the output of the Seller's Generation Facilities
and temporarily disconnect the Generation Facilities from the Company's
transmission/distribution system when necessary for routine maintenance, construction,
and repairs on the Company's transmission/distribution system. The Company will
make a reasonable attempt to contact the Seller prior to exercising its fights to interrupt'
interconnection or curtail deliveries from the Seller'sFacility, Seller understands- that in
the case of emergency circumstances, real time; operations, of the elecfrlcaf systems
and/or unplanned events, the Company may-not be-able-to provide notice to: the Seller
Prior to interruption, curtailment- or reduction of electrical energy deliveries to the
Company. The Company shall- use reasonable efforts to coordinate such reduction or
temporary disconnection with the Seller.
5.3.3 Scheduled Maintenance. On or before January 31 of each calendar year,
Seller shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and the Company and Seller shall mutually agree as
to the acceptability of the proposed schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Good Utility Practices, Idaho Power system requirements and the Seller's
preferred schedule. Neither Party shall unreasonably withhold acceptance of the
proposed maintenance schedule.
5.3.4. Maintenance Coordination. The Seller and the Company shall, to the
extent practical, coordinate their respective transmission/distribution system and
Generation Facility maintenance schedules such that they occur simultaneously. Seller
shall provide and maintain adequate protective equipment sufficient to prevent damage
to the Generation Facilities and Seller-furnished Interconnection Facilities. In some
cases, some of Seller's protective relays will provide back-up protection for Idaho
Power's facilities. In that event, Idaho Power will test such relays annually and Seller will
pay the actual cost of such annual testing.
5.3.5 Forced Outages. During any forced outage, the Company may suspend
interconnection service to effect immediate. repairs on the Company's
transmission/distribution system. The Company shall use reasonable efforts to -provide
the Seller with prior notice. If prior notice is not given, the Company shall, upon request,
provide the Seller written documentation after the- fact- explaining- the circumstances of
the disconnection,
5.3.6 Adverse Operating Effects. The -Company shall notify the Seller as soon -
as practicable if, based on Good Utility Practice, operation of the Seller's Generation
Facilities- may cause disruption - or deterioration - of- service to other customers- served
from the same- electric system; or if. operating- the Generation Facilities could. cause
damage to the;- Company's transmission/distribution - system or other affected: systems
Supporting documentation-used to reach- the decision-to disconnect- shall be provided: to
the -Seller upon requesf If; after notice, the Seller fails to--remedy the adverse operating
effect within a reasonable time, the Company--may disconnect, the Generatlon-Facilities.
The Company shall' provide, the Seller with- reasonable notion: of'such; disconnection;
unless the provisions of Article.531'apply.
5.3.7 MOdification of the Generation Facilities. The Seller must receive- written
authorization from the Company before making any change to the Generation Facilities
that may have a material impact on the safety or reliability of the Company's
transmission/distribution system. Such authorization shall not be unreasonably withheld.
Modifications shall be done in accordance with Good Utility Practice, If the Seller makes
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
Idaho Power Company Generator Interconnection Agreement #105 & 301
LP.U.C. No. 29. Tariff No. 101 Pane 4 of 9
such modification without the Company's prior written authorization, the latter shall have
the right to temporarily disconnect the Generation Facilities.
5.3.8 Reconnection. The Parties shall cooperate with each other to restore the
Generation Facilities, Interconnection Facilities, and the Company's
transmission/distribution system to their normal operating stale as soon as reasonably
practicable following a temporary disconnection.
5.3.9 Voltacie-Levels. Seller, in accordance with Good Utility Practices, shall
minimize voltage fluctuations and maintain voltage levels acceptable to Idaho Power.
Idaho Power may, in accordance with Good Utility Practices, upon one hundred eighty
(180) days' notice to the Seller, change its nominal operating voltage level by more than
ten percent (10%) at the Interconnection Point, in which case Seller shall modify, at
Idaho Power's expense, Seller's equipment as necessary to accommodate the modified
nominal operating voltage level.
5.4 Land Rights.
5.4.1 Seller to Provide Access. Seller hereby grants to Idaho Power for the
term of this Agreement all necessary rights-of-way and easements to install, operate,
maintain, replace, and remove Idaho Power's Metering Equipment; Interconnection
Equipment, Disconnection Equipment, Protection Equipment and other Special Facilities
necessary or useful to this Agreement, including adequate and continuing access rights
on property of Seller. Seller wan-ants that it has procured sufficient easements and
rights-of-way from third parties so as to provide Idaho Power with the access described
above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
5.4.2 Use of Public Rights-of-Way. The Parties agree that it is necessary to
avoid the adverse environmental and operating impacts that. would occur as a result of
duplicate electric lines being constructed in close proximity. Therefore, subject to Idaho
Power's compliance with Paragraph 5.4.4, Seller agrees that should Seller seek and
receive from any local, state or federal governmental body the right to erect, construct
and maintain Seller-fumishedlnterconnectlon Facilities upon, along -and over any and all
public roads, streets and highways, then the use by Seller of such public right-of-way
shall be subordinate to any future use by Idaho - Power of such public right.ofway for
construction and/or maintenance of electric distribution and: transmission facilities and
Idaho Power may claim use of such public right-of-way for such purposes at any time
Except as required by Paragraph £4;4, Who Power shall not be required to
compensate Seller for exercising its rights under this Paragraph 5.4:2.
5:43 Joint.bise.of'Faeilitles. Subject. to - Idaho. Power's- compliance with.
Paragraph 15.4:4, IdahoPbwermay-use. andattachitsdistributionand/or transmission
facilities to Seller's Interconnection. Facilities,. mayreconstruct-Se(Ier's Interconnection.
Facilities to -accommodate. Idaho Power's-usage. or Idbho Power may construct is own
distribution: or, transmissioii facilities along over and abovez any public rigl7t.of way
acquired from Selier pursuant to Paragraph 542 attaching Seller's Interconnection
Facilities tot such: newly as netrueted' facilities. Excepti as- requirer.i'- by, Paragraph. 5.4.4,
Idaho Power shall not be required to compensate Seller for exercising its rights under
this Paragraph 5.4.3.
5.4.4 Conditions of Use. if is the intention of the Parties that the Seller be left in
substantially the same condition, both financially and electrically, as Seller existed prior
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
Idaho Power Company Generator Interconnection Agreement # 105 & 301
I.P.LLC. No. 29, Tariff No. 101 -Pace 5 of 9
to Idaho Power's exercising its rights under this Paragraph 5.4. Therefore, the Parties
agree that the exercise by Idaho Power of any of the rights enumerated in Paragraphs
5.4.2 and 5.4.3 shall: (1) comply with all applicable laws, codes and Good Utility
Practices (2) equitably share the costs of installing owning and operating jointly used
facilities and rights-of-way,- if the Parties are unable to agree on the method of
apportioning these. costs, the dispute will be submitted to the Commission for resolution
and the decision of the Commission will-be binding on- the .Parties, and (3) shalt provide
Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Paragraph 5.4;
6 Assignment, Liability, (ndemnfty Force majeure, Consequential Damages and Default.
6.1 Assignment This Agreement may be assigned by either Party upon twenty-one
(21) calendar days prior written notice and opportunity to object by the other Party; provided
that:
6.1.1 Either Party may assign this Agreement without the consent of the other
Party to any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this Agreement.
61.2 The Seller shall have the right to contingentl$' assign this Agreement,
without the consent- of the Company, for collateral -security purposes to aid in providing
financing for the Generation Facility, provided that the Seller will promptly notify the
Company of any such contingent assignment.
6.1.3 Any attempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Patty of its obligations, nor shall a Party's obligations be
enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting
the same financial, credit, and insurance obligations as the Seller. Where required,
consent to assignment will not be unreasonably withheld, conditioned or delayed.
6.2 Limitation of Liability. Each Party's liability to the other Party for any loss, cost
claim injury liability or expense including reasonable attorneys fees relating to or arising from
any actor omission in its performance of this Agreement; shall be limited to the amount of direct
damage- actually incurred; In no event shall'either Party be liable to the other Party for any
indirect, special, consequential, or punitive :damages ; except: as authorized by this Agreement.
6.3 Indemnity,
8.3.1 This provision protects each Party from liability incurred to third parties as
a result ofoarrying out-the provisions-of this Agreement Liability under this-provision is
exempt from the, general-limitations on liability found in Article 62
6.32 The Parties shall at aIltimes-indemnify, defend; and. hold the other Patty
harmless from, any and all damages, losses, claims, including: claims and actions
relating to injury to or death- of any person- or damage to property; demand, suits 1
recoveries, costs -and expenses, court costs, attorney fees, and- all , other obligations by
or to third-parties, arising, out of or resulting , from the other Party's- action or, failure to
meet its obligations under this Agreement on behalf of the indemnifying Party, except in
cases of gross negligence or intentional wrongdoing by the indemnified Party.
6.33 If an indemnified person is entitled to indemnification under this article as
a result of a claim by a third party, and the indemnifying Party falls, after notice and
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7

Idaho Power Company Generator Interconnection Agreement # 105 & 301

LP.U.C. No. 29, Tariff No. 101 Page 6019
reasonable opportunity to proceed under this article, to assume the defense of such
claim, such indemnified person may at the expense of the indemnifying Party contest,
settle or consent to the entry of any judgment with respect to, or pay in full, such claim.
Failure to defend is a Material Breach.
6.3.4 if an indemnifying party is obligated to indemnify and hold any
indemnified person harmless under this article, the amount owing to the indemnified
person shall be the amount of such indemnified person's actual loss, net of any
insurance or other recovery.
6,3.5 Promptly after receipt by an indemnified person of any claim or notice of
the commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the indemnified person
shall notify the indemnifying party of such fact. Any failure of or delay in such notification
shall be a Material Breach and shall not affect a Party's indemnification obligation unless
such failure or delay is materially prejudicial to the indemnifying party.
8.4 Force Maieure. As used in this Agreement, Force Majeure" or an event of
Force Majeure" means any cause beyond the control of the Seller or of the Company 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, or
changes in law or regulation occurring after the Operation Date, which, by the exercise of
reasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. If either Party is rendered wholly or in
part unable to perform its obligations under this Agreement because of an event of Force
Ma/euro, both Parties shall be excused from whatever performance is affected by the event of
Force Majeure, provided 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 shell be of no greater scope and of no
longer duration than is required by the event ofForce Majeure.
(3)No obligations of either Party which arose before- the occurrence causing
the suspension of performance and which could and should have been fully performed
before such occurrence shall be excused as a result of such occurrence.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
Idaho Power Company Generator Interconnection Agreement #105 & 301
LP.U.C. No. 29, Tariff No. 101 Page 7 of 9
8.5 Default and Material Breaches.
6.5.1 Defaults. If either Party fails to perform any of the terms or conditions of
this Agreement (a "Default" or an "Event of Default"), the nondef.aulting 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 lithe 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 nondefaultingPartymay, at its option, terminate this Agreement and/or pursue
its legal or equitable remedies.
6.52 Material Breaches. The notice and cure provisions in Paragraph 6.6 .1 do
not apply to Defaults identiflod in this Agreement as Material Breaches. Material
Breaches must, be cured as expeditiously as possible following occurrence of the
breach.
Insurance.
During the term of this Agreement, Seller shall secure and continuously carry the following
insurance coverage:
7.1 Comprehensive General Liability Insurance for both bodily infamy 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.
7.2 The above insurance coverage shalt be placed with an insurance company with
an A. M. Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss
payee as applicable; and
(b)A provision stating That such policy shall not be canceled or the limits of
liability reduced without 'sixty (60) days prior written notice to Idaho Power.
7.3. Seller fo.Proyjde.Certifjcate.of Insurance.. As required inParagraph. 7 herein-and
annually thereafter, Seller shall furnish the Company a.certiflcate.ofinsurance, together with the
endorsements required.therein, evidencing the coverage as set forth above,
7.4: Seller to Notify Idaho Power of Loss of'Covere;- lf'the insurance coverage
requiredby Paragraph 7.1. shall lapse for any reason, Seller will-immediately notify Idaho Power
in writing. The notice will advise .Idaho, Power .of. the. specific. reason: for the. lapse and. the steps
Seller is taking to reinstate, the coverage. Failure to' provide. this. notice: and to.- expeditiously
reinstate or replace the coverage will' constitute grounds. for a temporary disconnection under
Section 5.3 and will be ,a Material Breach.
Miscellaneous;
8.1 Governing Law. The validity, interpretation and enforcement of this Agreement
and each of its provisions shall be governed by the laws of the state of Idaho without regard to
its conflicts of law principles.
8.2 Salvage. No later than sixty (60) days alter the termination or expiration of this
Agreement, Idaho Power will prepare and forward to Seller an estimate of the remaining value
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
Idaho Power Company Generator Interconnection Agreement # 105 & 301
LP.U.C. No. 29, Tariff No. 101 Page 8019
of those Idaho Power furnished Interconnection Facilities as required under Schedule 72 and/or
described in this Agreement, less the cost of removal and transfer to Idaho Power's nearest
warehouse, if the Interconnection Facilities will be removed. If Seller elects not to obtain
ownership of the Interconnection Facilities but instead wishes that Idaho Power reimburse the
Seller for said Facilities the Seller may invoice Idaho Power for the net salvage value as
estimated by Idaho Power and Idaho Power shall pay such amount to Seller within thirty (30)
days after receipt of the invoice. Seller shall have the right to offset the invoice amount against
any present or future payments due Idaho Power.
Notices.
9.1 GeneraL tin/ass otherwise provided in this Agreement, any written notice,
demand, or request required or authorized in connection with this Agreement (Notice") shall be
deemed properly given if delivered in person, delivered by recognized national courier service,
or sent by first class mail, postage prepaid, to the person specified below:
If to the Seller:
Interconnection Customer: Idaho Wind Partners 1, LLC
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: steve.eisenbergreunionpowercorn
If to the Company:
Company: Idaho Power Company - Delivery
Attention: Operations Manager
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone] Fax: [phone]
9.2 Bi/(jngancj.Payment. Billings and payments shall be sent to the addresses set
out below:
Ifta the Seller
Idaho .Wind Partners 1, LLC
Attention: RP Wind 11) LLC, Managing.Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: steveeisenbergreunionpower.com .
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
Idaho Power Company Generator interconnection Agreement # 105 & 301
LP.U.C. No. 29, Tariff No. 101 Page 9of9
If to the Company:
Idaho Power Company - Delivery
Attention: Corporate Cashier
P.O. Box 447
Salt Lake City, Utah 84110-0447
Phone: [phone]
Email: [e-mail]
9.3 Designated Operating F?epresentative. The Parties may also designate
operating representatives to conduct the communications which may be necessary or
convenient for the administration of this Agreement. This person will also serve as the point of
contact with respect to operations and maintenance of the Party's facilities.
Seller's Operating Representative:
Idaho Wind Partners 1, LLC
ole RP Operations Company, LLC
Attention: General Manager
Address: Alan Drive
Jerome, ID 83338
Phone: Fax:__________________
Company's Operating Representative:
Idaho Power Company - Delivery
Attention: Regional Outage Coordinator- Regional Dispatch
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone], or 388-5175 during regular business hours
(after hours Southern Region 208-388-5190).
9.5 Changes to the Notice information. Either Party may change this information by
giving five (6) Business Days written notice prior to the effective date of the change.
10. Signatures.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
For. the S&Ier, Buieyutp;4/ind Park LLC
Name -- - - -
Title:;
Date: "I
For.
Name:
Title: Managr, Grid Operations - Idaho Power Company, Delivery
Date: 9/?3/7cVO
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29, Tariff No. 101 Page 1 of 2
Attachment I
Description and Costs of the Generation Facility, Interconnection Facilities and Metering
Equipment
In this attachment the Generation Facility and interconnection Facilities, including Special
Facilities and upgrades, are itemized and identified as being owned by the Seller or the Company. As
provided in Schedule 72, Payment For Interconnection. Facilities, the Company will provide a best
estimate itemized cost, of its Interconnection Facilities, including Special Facilities, upgrades and
Metering Equipment.
General Facility Description
The proposed project will consist of Idaho Power's standard overhead generation interconnection
package including a recloser, metering package, local service transformer, disconnect switches, and a
relay/control box. Upgrades to approximately seven miles of existing feeder are also necessary prior to
interconnecting the new project The project is located in Cassia County, Idaho and connects to the
34.5 kV system out of Idaho Power Company's Milner Substation. The total project output is 21.3 MW.
Interconnection Point
The Interconnection Point for the Burley Butte Wind Project will be on the customer side of Idaho Power's
X-222 disconnect switch. The project's location is Cassia County, Idaho. A drawing identifyingthe Point
of Interconnection is included as Attachment 2.
Seller's Interconnection Facilities
The Seller will install generators, disconnect switches, distribution collector system, transformers,
appropriate grounding measures, and associated auxiliary equipment, Seller will build facilities to the
Interconnection Point for the generator facility including the cable placed-inside-the provided polo riser.
All interconnection equipment electrically located on the generator side of the Interconnection Point
shall be owned and maintained by the Seller.
Other Facilities Provided by Seller
Telecommunications
The Seller will provide two communication circuits between the interconnection site and -3 location j or
locations, specified by Idaho Power Company. One of the circuits will be a dedicated 4-wire teased
analog, circuit connected to the SEL 311 C relay and the other will be a POTS dial-up circuit to the
revenue meter. The Seller, is responsible for supplying and coordinating the installation of the phone
lines and paying the monthly service charges. The communication circuits will need to be installed and
operational prior to generating into the Idaho Power system.
Idaho Power Company's. Interconnection Facilities
Idaho Power, will install a. standard generation interconnection package on the existing distribution
feeder (Milner 041) at 240.8 660 W in Burley, ID. Included in the interconnection package will be a
pole riser for the Generator' to install cables to make interconnection to the Idaho Pôwersystem.
The new interconnection package will include four distribution poles- to mount a local' service
transformer, solidi blade disconnects, primary metering package, recloser, relays, fuses: and: riser ,
necessary for the package.. The interconnection will be controlled:bya.SEL-31IC. protection relay. The
relay will be located in a pole mounted enclosure and-wig also contain a test switch(TS4), SLSS, dialup.
modem, 202 modem, isolation interface, power supply, DC converter, control switch and surge
protector
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29, Tariff No. 101 Page 2of2
All interconnection equipment electrically located on the utility side of the Interconnection Point shall be
owned, operated, and maintained by Idaho Power.
Estimated Cost &
Generation Facilities:
Provided by the customer Customer N/A
TOTAL N/A
Interconnection Facilities:
Overhead distribution Interconnection Package IPC $200,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29, Tariff No. 101 Page 1 of I
Attachment 3
Milestones:
7/30110 Construction Fundr Received by IPC
11/12110 Interconnection Facility Commissioning Complete for Reduced Generation:
Output of up to 7.5MW
414/11 ;ZPCO Construction Complete
4/18/11 IPCO Gommi.rsioningomplete
Agreed to by:
For the Interconnection Date____________
For the Transmission Provider Date______
Idaho Power Company, Delivery
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
Idaho Power Company Generator Interconnection Agreement #105 & #301
l.P.tJ.C. No. 29, T ariff No. 101 Paqe I of 2
Attachment 4
Additional Operating Requirements for the Company's Transmission System and Affected
Systems Needed to Support the Seller's Needs
The Company shall also provide requirements that must be met by the Seller prior to initiating
parallel operation with the Company's Transmission System.
Operating Requirements
The project is required to comply with the applicable Voltage and Current Distortion Limits found in
IEEE Standard 519-1992 IEEE Recommended Practices and Requirements for Harmonic Control in
Electrical Power Systems or any subsequent standards as they may be updated from time to time.
Seller will be able to modify power plant facilities on the generator side of the interconnection point with
no impact upon the operation of the transmission system whenever the generation facilities are
electrically isolated from the transmission system via the X-222 disconnect switch and a terminal
clearance is issued by Idaho Power Company's Grid Operator.
Voltage flicker at startup and during operation will be limited to less than 5% as measured at the
Interconnection Point. 11 is preferable to bring each generating unit online separately to minimize
voltage flicker on the distribution system.
Low Voltage Ride Through
The project shall remain interconnected upon the occurrence of a three phase or single phase to
ground fault down to a voltage of zero at locations on Idaho Power's system as close to the
interconnection customer's facilities as Idaho Power Company's Milner Substation prior to the fault
being cleared for the minimum times stated below before tripping off-line:
• Three phase fault: Normal clearing that takes up to 9 cycles.
• Single phase to ground fault: Delayed clearing that takes up to 50 cycles.
Ground Fault Equipment
The Seller will install Wye-Grounded transformer configurations and will limit the contribution of ground
fault .current to 20 amps or less.
Commercial Operation Requirements
The Seller will be granted a requested Commercial Operation Date only when all requirements have
been met under this GIA and Idaho Power Company's Power Sales Agreement. A transmission
service request (iSR') for this generation has been submitted to Idaho Power Company's Grid
Operations group under TSR 72734375(10.5MW) & 73965262 (10.8MW).
Generator Output Limit. ConfrolrRe-dispatch" or "GOLCY
The Burley Butte Wind Project will be allowed to deliver the net output of 10.5 MW at. the
Interconnection Point subject to reductions directed by Idaho Power. Company Grid Operations during
transmission system contingencies until the Generator Output Limit Control ('GOLC) is tested and in
operation. The Seller has elected to be subject to GOLC under. Idaho Public Utility. Commission
("IPU.C").Order No. lPCE-06.21, Once the Buriey: Butte •Wind Project , is in operation, it will beable.to
generate up to. rated net. output of 10.5 MW subject to the provisions of IPUC Order No. IPC-E-06-21
and Exhibit C below referenced by that Order. The following Exhibit C is included herein from the
Company's Joint Motion to Approve Stipulation and to Dismiss Complaint dated June 13, 2007 in IPUC
Case No. IPC-E-06-21.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
Idaho Power Company Generator Interconnection Agreement #105 & #301
I.P.U.C. No. 29. Tariff No. 101 Paie2ot2
Exhibit C
The following Idaho Power Network transmission facilities have been identified to be affected by the
addition of the Requesting Projects in the Twin Falls area. An outage of any of these facilities may
result in overloads on the remaining facilities. Such outages may require the initiation of Cassia
Redispatch (also Generation Output Limit. Control).
Boise Bench - Midpoint 230 Ky transmission line
Boise Bench - Rattle Snake 230 KV transmission line
Rattle Snake— Midpoint 230 KV transmission line
Dram - Midpoint. 230 KV transmission line
Hubbard - Danskin 230 KV transmission line
King 138/230 KV transformer
Danskin - Mountain Home Junction 138 Ky transmission line
Upper Salmon - Mountain Home Junction 138 K transmission line
Lower Malad - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 KV line reactor
Lower Malad - Mountain Home Junction 138 KV line reactor
Lucky Peak - Mountain Home Junction 138 KV line reactor
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29, Tariff No. 101 Page 1 of 1
Attachment 5
Reactive Power RegWrements
Idaho Power will determine the reactive power required to be supplied by the Company to the
Seller, based upon information provided by the Seller. The Company will specify the equipment
required on the Company's system. to meet the Facility's reactive power requirement& These
specifications will include but. not be limited to equipment specifications, equipment location, Company-
provided equipment, Seller provided equipment; and all costs associated with the equipment, design
and installation of the Company-provided equipment. The equipment-specifications and requirements
will become an integral part of this Agreement: The Company-owned equipment will be maintained by
the Company, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to the Company by the Seller. Payment of these costs will be in
accordance with Schedule 72 and the total reactive power cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Schedule 72.
The project must be controlled to operate at unity power factor. Voltage flicker at startup and during
operation will be limited to less than 5% as measured at the Interconnection Point. It is preferable to
bring each generating unit online separately to minimize voltage flicker on the distribution system.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29, Tariff No. 101 Page 1 of 4
Attachment 6
Company's Description of Special Facilities and Upqrades Required to Integrate the Generation
Facility and Best Estimate of Costs
As provided in Schedule 72 this Attachment describes Upgrades, Special Facilities, including
Network Upgrades, and provides an itemized best estimate of the cost of the Upgrades.
Distribution Upgrades
Idaho Power will upgrade approximately 7 miles of the existing distribution feeder, 1.5 miles of which is
ur,derbuild on the transmission system, to accommodate the Burley Butte Wind Park and Expansion
generation. The existing conductor will be upgraded to 336 AAC conductor. The associated support
structures will be rebuilt as necessary to accommodate the larger conductor. The feeder will be rebuilt
from the Milner substation to the interconnection site.
Upgrades to Distribution: .
Line reconductorto336AL 'IPC $975,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Transmission Network Upgrades
Network Upgrades for this project were detailed in a separate Facility Study Report for the Joint Study
Group identified in the March 14, 2008 System Impact Study Report (SISR) for up to 353 MW of New
Generation on the 138kV Transmission System in the Twin Falls Area.
1) Regulatory Requirements:
A.A number of generation projects seeking Network Resource Interconnection Service, (as
that term is defined in FERC Order 2003 and the Company's FERC approved Open Access
Transmission Tariff ("OATT")) including the Generation Facility, propose to interconnect to the portion
of the Company's transmission system is located in the Twin Falls, Idaho geographic area, and have
submitted interconnection requests to the Company during the period January 1, 2005 through
October 1, 2007 (collectively, the "Requests or "Requesting Projects").
B.In accordance with FERC Order 2003, the Company's OATT, Commission Order- No.
30414 and in the interest of maintaining comparability and economic efficiency in responding to the
Requests, the Company has established "Joint Study Group One (1)" for-the Requesting Projects,
C Seller is ready and willing, to start immediate construction of the Generation Facility.
One or more Requesting Projects which precede or follow Seller in the Joint- Study Group One are not
yet prepared 'for immediate construction or may notl be constructed at alt-
2) Generation OutPut Limit Control: The Generator Facility is a PURPA OF, Seller wilt
at its sole expense, install, operate and' maintain the equipment- and communications facilities.
necessary-to enable- the Generation Facility to reduce its Maximum Hourly Output-to a not-to-exceed
set point; within ten (10) minutes- of- when the Company calls- for the reduction. The Company will
specify the. set. point. when it. notifies. Séllbr of the need- to. initiate Generation. Output Limit- Control
Generation- Output: Limit: Control cannot' be used to - increase the Generation Facility's output above
such-Maximum Hourly -Output'fos then existing-turbine and--wind conditions. Seller-will normally, subject
to those conditions, seek to maximize the energy output of the Generation Facility, but Generation
Output Limit Control will limit the output of the Generation Facility whenever the Maximum Hourly
Output level would otherwise exceed the required set point in any scheduling hour. Seller has elected
to be subject to Generation Output Limit Control.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29, Tariff No. 101 Pane 2 of 4
3)Cost Risk for Network Upgrades: Network Upgrade costs will be allocated to each
Requesting Project, including the Generation Facility, based on: a) their election of whether to be
subject to Generation Output Limit Control, b) their order in the Joint Study Group One, and c) based
on the megawatt interconnection capacity of each Requesting Project, their prorata share ofthe cost for
the Network Upgrade required to interconnect one or more Requesting Project and the added
interconnection capacity of that particular Network Upgrade. The Seller will pay non-reimbursed
amounts of no more than 25% of the actual as-constructed cost of the Generator Facilities currently-
allocated share of the Network Upgrades required to interconnect, the Generation Facility without
Generation Output Limit Control (see paragraph below - Sharing of Network Upgrade Costs.
4)Generation Output Limit Control. Rights: The Company may issue a set- point or limit
and initiate Generation Output Limit Control to respond to transmission system emergencies, or
respond to circumstances whore the transmission line(s) identified in Commission Order No. 30414 are
out of service and for which Generation Output Limit Control was determined necessary and did lower
the amount of Network Upgrade cost obligation to the Generation Facility. In most circumstances,
Generation Output Limit Control will not be required when all the lines specified in Commission Order
No. 30414 are in service. Any use of Generation Output Limit Control to establish a set point below the
Generation Facility's capacity shall be pro-rata with other Requesting Projects subject to Generation
Output Limit Control. The Company will not purchase or pay for energy which would have been
produced by the Generation Facility, but for operation of Generation Output Limit Control.
5)Responsibility for Network Upgrade Costs: In addition to funding all costs of directly
Interconnecting the Generation Facility to the Company's system, the Seller will pay its pro-rata share
of the Network Upgrade costs actually incurred by the Company to provide firm Network Resource
Interconnection Service to the Generation Facility but the Generation Facility shall not be obligated to
share the on-going operation and maintenance costs of such Network Upgrades.
Seller recognizes that the final cost of its share of the Network Upgrades will not be known until
construction is completed. The Seller also recognizes that its share of the final Network Upgrade cost
will increase or decrease, subject to the provisions of paragraph 6, depending on whether other
Requesting Projects, both earlier and later in the Joint Study Group One are constructed.
5) Sharing of Network Upgrade Costs:
A. The Seller and the Company will share the five phases of Network Upgrade costs
attributable to the Generation Facility as follows:
1.Phase 1: the Company will assume 100% cost responsibility for Phase I and include
this cost in its rate base.
2.Phases 2, 3, 4 and 5:
(a)25% of the costs will be provided by the Generation Facility as a non-refundable
contribution in aid of construction (ClAC").
(b)25% of the costs will be funded by the Company and included in the Company's
rate base
(c)50% of the costs will be funded by Generation Facility as an advance in aid of
construction (AlAC") subject to refund as provided in paragraph 7 below. As refunds are made,
the refunded amounts will be included in rate base using standard regulatory accounting
principles.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 19
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29. Tariff No. 101 Pane 3 of 4
B. As projects in the Joint Study Group One are interconnected, the Company will
reallocate the CIAC. and AIAC portions of the costs of Phases 2 through & For example, when
additional projects in the Joint Study Group One are constructed after the Generation Facility is
constructed, the Company will collect monies from those subsequent projects and refund monies to
Seller. It is the Company's intent that each OF Project in the Joint Study Group One will pay its
respective pro-rate share, based on nameplate generation capacity, of each phase of the Network
Upgrade they utilize. Tables- B-7, 8, 9 and- 10 in the Settlement' Stipulation adopted in Commission
Order No. 30414 illustrate how this re-allocation would occur on a hypothetical basis.
7)Refund Provisions: The Seller will be entitled to a cash repayment in monthly, equal
installments, for the total AIAC amount the Seller advances to the Company for Network Upgrades,
including any tax gross-up or other tax related payments associated with the AIAC for Network
Upgrades. Repayment will be made in accordance with Article 11.4 of the Large Generator
Interconnection Agreement ("LGlA) included in the Company's OA1T and occur over a term not to
exceed ten (10) years after the date the Generation Facility achieves commercial operation. Monthly
repayments will be contingent on the FESA's being in good standing (no uncured defaults) and upon
the Generation Facility achieving a mechanical availability in that month in excess of 50%, defined as
100% multiplied by the ratio of (1) the sum of the capacity available to generate in each hour, over all
hours of the month, divided by (2) the installed capacity multiplied by the number of hours in the month.
In computing the mechanical availability, the capacity available in each hour will not be reduced from
the installed capacity, if the reason for the reduction is an event of force majeure, (as that term is
defined in the FESA) or a reduction in generation due to Generation Output Limit Control required by
the Company as described in paragraphs 2 and 4.
8)interest on Refunds; Monthly refund payments on AIAC amounts shall include interest
calculated in accordance with the methodology set forth in FERC regulations at 18 C.F.R.
35.19a(aX2)(iii) from the date of any payment for Network Upgrades through the date on which Seller
receives final repayment.
9)SecurIty, for Payment: Until it is finally determined which of the Projects in the Joint
Study Group One will be constructed and interconnected and the final cost of those interconnections is
determined, upon execution of this Interconnection Agreement- Seller will provide and maintain a cash
escrow or a letter of credit to the Company in a form and by an issuer satisfactory to the Company as
security for payment, initially in the amount ofthe Generator Facility's allocation of Network Upgrade
costs as provided herein and adjusted from time to time pursuant to the status of the Requests. The
total security amount- at- any time will not exceed the amount thatwould be owed. if the Requests then.
remaining in the Joint Study. Group One that are scheduled for construction later than the Generation
Facility is not constructed. Other-OF participants in the Joint.Study Group One will be held to a.similar.
requirement;
10)Generation. Outt,ut: Limit Controli Protocols: This- interconnection Agreement'
addresses. interconnection -oftheGeneration Facility, to the.Companyfransmission system with.Netvvoilc-.
Resource Interconnection Service. However i. Seller, acknowledges that, until' sufficient' Network
Upgrades are installed z to allow, the- Generation Facility to qualify for Network' Resource Interconnection
Service, the Generation Facility will be subject to Generation Output Limit Control as described in
paragraphs 2and-4:
11)Network' Uparade; Cost Determlnatlonv Network Upgrade- costs i allocated to the
Generation Facility for initial funding, will be determined in a comparable manner and with the same
criteria used by the Company when studying the interconnection of other generation, whose output can
be changed within ten (10) minutes, at other locations on its transmission system. Upon request by the
Generation Facility, the Company will provide a written explanation of the methods and assumptions
leading to any such allocation of Network Upgrade cost obligation to the Generation Facility.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20
Idaho Power Company Generator Interconnection Agreement #105 & #301
LP.U.C. No. 29. Tariff No. 101 Page 4 of 4
12)Request Uncertainty: The Company will follow good utility practice, the LGIP and
SGIP, and all Commission orders in processing the Joint Study Group One within Idaho Power
Company's Generator Interconnection Queue. Any Requests that fail to meet those requirements to
remain in the Joint Study Group One, or fail to proceed to construct their interconnection or fail to
initially fund or secure their allocated share of the Network Upgrade costs will forfeit their position in the
Idaho Power Company Generator Interconnection Queue and their rights to the interconnection and
transmission system capacity associated with their Request.
13)GenerationFacility Responsibilityfor Network Up-grade Costs: The Company will
initially and throughoutthe life of-the Generation Facility, consistent-with good utility practice, determine
the least cost solution, given the current status of the Requests in the Joint Study Group One, that will
result in the lowest reasonable allocation of initial funding responsibility for Network Upgrades to the
Generation Facility. The Company will apply the same criteria to all Projects in the Joint Study Group
One.
14)Seller Construction Responsibility
Transmission Network Upgrades (described in Section C below):
Description C1wnrhin Ftrmi,d (ni
JPhase I transmission network upgrades under the Joint System Impact-
Study Report to be paid for by Idaho Power Company ]PC N/AJ
Total
I ne nnaI cosr ww be anocatea to tIie participants remaining in Joint Study Group One upon completion
of the project.
C. Allocation of Transmission Network Upgrade Costs
Seller and Idaho Power will share the actual Network Upgrade costs attributable to the project as
follows:
1.25% of the costs will be provided by Seller as a non-refundable contribution in aid of
construction (CIAC").
2.25% of the costs will be funded by Idaho Power and Included in Idaho Power's rate base.
3.50% of the costs will be funded by Seller as an advance in aid of construction ('AIAC") subject
to refund. As refunds are made the relundedamounts will be included in rate base using
standard:regulatory accounting principles.
Exhibit 2113
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
Idaho Power Company Generator Interconnection Agreement# 116
I.P.LJ.C. No. 29, Tariff No. 101
GENERATOR INTERCONNECTION AGREEMENT
Schedule 72
Pilgrim Stage Wind Park
Project# 116
10.5 MW
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
Idaho Power Company Generator Interconnection Agreement # 116
I.P.U.C. No. 29, Tariff No. 101 Pace I of 'I
TABLE OF CONTENTS
RECITALS............................................................................................................................................. I
AGREEMENTS.....................................................................................................................................1
1.Capitalized Terms ................................................................................................................1
2.To rms and Conditions................................................................. ......................................... 1
3.This Aøreementis not an.aareenient to pwvhase $elIers power .............. . .................... ......I
4.Attachments ......................................... ................................................................................ 1
5.Effective Date, Term, Termination and Disconnection. ......................................................... 1
5.1 Term of Apreement . .............................................................................................................. 2
5.2 Termination . ......................................................................................................................... 2
5.3 Temporary Disconnection ..................................................................................................... 2
6.Assignment, Liability. Indemnity. Force majouro, Consequential Damages and Default. ...... 5
7.Insurance . ............................................................................................................................ 7
8.Miscellaneous .. ................................................................................................................ .....7
9.Notices. ................................................................................................................................ 8
10.Signatures . ........................................................................................................................... 9
Attachment I .........................................................................................................................................I
Attachment2 .........................................................................................................................................1
Attachment3 .........................................................................................................................................I
Attachment .........................................................................................................................................1
Attachment5 .........................................................................................................................................I
Attachment 6 .........................................................................................................................................I
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
Idaho Power Company Generator Interconnection Agreement #116
LP.U.C. No. 29, Tariff No. 101 Paae I of 9
This Generator Interconnection Agreement ("Agreementy under Idaho Power Company's
Schedule 72 is effective as of the - day of September, 2010 between Idaho Power Company -
Delivery ("Company" or "Transmission Owner") and Pilgrim Stage Wind Park, LLC an Idaho Limited
Liability Company, ("Seller" or "Interconnection Customer").
RECITALS
A.Seller will own or operate Generation Facilities that qualify for service under Idaho
Power's Commission-approved Schedule 72 and any successor schedule.
B.The Generation Facilities covered by this Agreement are more particularly described in
Attachment 1.
AGREEMENTS
1.CapitalIzed Terms
Capitalized terms used herein shall have the same meanings as defined in Schedule 72 or in the body
of this Agreement.
2.Terms and Conditions
This Agreement and Schedule 72 provide the rates, charges, terms and conditions under which the
Sellers Generation Facilities will interconnect with and operate in parallel with, the Company's
transmission/distribution system. Terms defined in Schedule 72 will have the same defined meaning in
this Agreement. If there is any conflict between the terms of this Agreement and Schedule 72,
Schedule 72 shall prevail.
3.This Agreement is not an aareementto ijurchase Seller's power.
Purchase of Seller's power and other services that Seller may require will be covered under separate
agreements. Nothing in this Agreement is intended to affect any other agreement between the
Company and Seller.
4 Attachments:
Attached to this Agreement and included by reference are the following;
Attachment 1. - Description and Costs of the Generation Facilities, Interconnection
Facilities, and Metering Equipment.
Attachment 2.— One-line Diagram DepictIng the. Generation Facilities, Interconnection
Facilities, Metering. Equipment-and Upgrades.
Attachment 3— MitesfonesFor Interconnecting the GenerationFàcilities;
Attachment 4— Additional Operating Requirements for the Company's. Transmission
System Needed to S upport the Seller's Generation Facilities.
Attachment?5!— Reactive Power;
Attachment 6— Description of Upgrades required to integrate the Generation Facilities
and Best Estimate of Upgrade Costs.
5. Effective Date, Term, Termination and Disconnection.
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3
Idaho Power Company Generator interconnection Agreement # 116
LP.U.C. No, 29, Tariff No. 101 Page 2 of 9
5.1 Term of AgreemenL Unless tenninated earlier in accordance with the provisions
of this Agreement, this Agreement shall become effective on the date specified above and
remain effective as long as Seller's Generation Facilities are eligible for service under Schedule
72.
5.2 Termination,
5.2.1 Seller may voluntarily terminate this Agreement upon expiration or
termination of an agreement to sell power to the Company.
5.2.2 After a Default, either Party may terminate this Agreement pursuant to
Section 6.5.
5.2.3 Upon termination or expiration of this Agreement, the Seller's Generation
Facilities will be disconnected from the Company's transmission/distribution system.
The termination or expiration of this Agreement shall not relieve either Patty of its
liabilities and obligations, owed or continuing at the time of the termination The
provisions of this Section shall survive termination or expiration of this Agreement.
5.3 Temporary Disconnection. Temporary disconnection shall continue only for so
long as reasonably necessary under "Good Utility Practice." Good Utility Practice means any of
the practices, methods and acts engaged in or approved by a significant portion of the electric
industry during the relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the decision was made,
could have been expected to accomplish the desired result at a reasonable ccci consistent with
good business practices, reliability, safety and expedition. Good Utility Practice is not intended
to be limited to the optimum practice, method or act to the exclusion of all others, but rather to
be acceptable practices, methods, or acts generally accepted in the region. Good Utility
Practice includes compliance with WECC or NERC requirements. Payment of lost revenue
resulting from temporary disconnection shall be governed by the power purchase agreement.
5.3.1 Emergency Conditions. "Emergency Condition" means a condition or
situation; (1) that in the judgment , of the Party making the claim is imminently likely to
endanger life or property; or (2) that, in the case of the Company, is imminently likely (as
determined in a non-discriminatory manner) to cause a material adverse effect on the
security of, or damage' to the Company's transmission/distribution system, the
Company's Interconnection Facilities or the equipment of the Company's customers; or ,
(3)- that, in the case of the Seller, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the reliability and security
of; or damage to, the Generation Facilities or the Seller's Interconnection Facilities;
Under Emergency Conditions, either the Company or the Seller may immediately'
suspend interconnection 'service and temporarily disconnects the Generation' Facilities:
The ' Company shallnofify the Seller promptly when it becomes aware ofan Emergency
Condition that' may reasonably be expected' to' affect the Seller's operation. of the
Generation Facilities. The Seller shall notify the Company promptly when it becomes
aware: of an Emergency condition: that may reasonably' be" expected to' affect the'
Companys: equipment: or service to. the. Companys customers To the extent
information.is: known, the notlfication'shall'describe.:tlie Emergency Condition, the extent:
of the damage' or deficiency, the expected effect on the operation of both Parties'
faifities and operations, its anticipated duration, and the ery cnrri'ictiv action.
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
Idaho Power Company Generator Interconnection Agreement # 116
LP.U.C. No. 29, Tariff No. 101 Pane 3 of 9
5.3.2 Routine Maintenance. Construction, and Repair. The Company may
interrupt interconnection service or curtail the output of the Seller's Generation Facilities
and temporarily disconnect the Generation Facilities from the Company's
transmission/distribution system when necessary for routine maintenance, construction,
and repairs on the Company's transmission/distribution system. The Company 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, the Company may not be able to provide notice to the Seller
prior to interruption, curtailment or reduction of electrical energy deliveries to the
Company. The Company shall use reasonable efforts to coordinate such reduction or
temporary disconnection with the Seller.
5.3.3 Scheduled Maintenance. On or before January 31 of each calendar year,
Seller shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and the Company and Seller shall mutually agree as
to the acceptability of the proposed schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Good Utility Practices, Idaho Power system requirements and the Seller's
preferred schedule. Neither Party shall unreasonably withhold acceptance of the
proposed maintenance schedule.
5.3.4. Maintenance Coordination. The Seller and the Company shall, to the
extent practical, coordinate their respective transmissionldistribiition system and
Generation Facility maintenance schedules such that they occur simultaneously. Seller
shall provide and maintain adequate protective equipment sufficient to prevent damage
to the Generation Facilities and Seller-furnished Interconnection Facilities. In some
cases, some of Seller's protective relays will provide back-up protection for Idaho
Power's facilities. In that event, Idaho Power will test such relays annually and Seller will
pay the actual cost of such annual testing.
5.3.5 Forced Outages. During any forced outage; the Company may suspend
interconnection service to effect immediate repairs on the Company's
transmission/distribution system. The Company shall use reasonable efforts to provide
the Seller with prior notice. If prior notice is not given, the Company shall, upon request,
provide the Seller written documentation after the fact. explaining the circumstances of
the disconnection.
5.3.6 Adverse OperatingEffocts. The Company shall notify the Seller as soon
as practicable if, based on Good Utility Practice, operation of the Seller's Generation
Facilities may cause disruption or deterioration of service to other customers served
from the same electric system, or it operating the Generation Facilities could cause
damage to the Company's transmission/distribution system• or other affected: systems.
Supporting documentation used to reach the decision to disconnect shall be provided to
the Seller upon request; If, after notice, the Seller fails to remedy the adverse operating
effect within a reasonable time, the Company may disconnect the Generation Facilities.
The Company shall provide the Seller with reasonable notice at such disconnection,
unless the provisions:ofArticfe5:3 1 apply.
5.3.7 Modifiaetipnpf.(he. Generation Facilitios The Seller must- receive written
authorization from the Company before making any change to the Generation Facilities
that may have a material impact on the safety or reliability of the Company's
transmission/distribution system. Such authorization shall not be unreasonably withheld.
Modifications shall be done in accordance with Good Utility Practice. If the Seller makes
Exhibit 2114
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R. Guy: Idaho Wind Partners I, LLC
Page 5
Idaho Power Company Generator Interconnection Agreement # 116
I.P.U.C. No. 29, Tariff No. 101 Pane 4 of 9
such modification without the Company's prior written authorization, the latter shall have
the right to temporarily disconnect the Generation Facilities.
53.8 Reconnection. The Parties shall cooperate with each other to restore the
Generation Facilities, InterconnectIon Facilities, and the Company's
transmission/distribution system to their normal operating state as soon as reasonably
practicable following a temporary disconnection.
5.3.9 Voltage Levels. Seller, in accordance with Good Utility Practices, shall
minimize voltage fluctuations and maintain voltage levels acceptable to Idaho Power.
Idaho Power may, in accordance with Good Utility Practices, upon one hundred eighty
(180) days' notice to the Seller, change its nominal operating voltage level by more than
ten percent (10%) at the Interconnection Point, in which case Seller shall modify, at
Idaho Power's expense, Seller's equipment as necessary to accommodate the modified
nominal operating voltage level.
5.4 Land Rights.
5.4.1 Seller to Provide Access. Seller hereby grants to Idaho Power for the
term -of this Agreement all necessary rights-of-way and easements to install, operate,
maintain, replace, and remove Idaho Power's Metering Equipment, Interconnection
Equipment, Disconnection Equipment, Protection Equipment and other Special Facilities
necessary or useful to this Agreement, including adequate and continuing access rights
on property of Seller. Seller warrants that it has procured sufficient easements and
rights-of-way from third parties so as to provide Idaho Power with the access described
above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
5.4.2 Use of Public Rqhfs-of-Way. The Parties agree that it is necessary to
avoid the adverse environmental and operating impacts that would occur as a result of
duplicate electric lines being constructed in close proximity. Therefore, subject to Idaho
Power's compliance with Paragraph 5.4.4, Seller agrees that should Seller seek and
receive from any local, state or federal governmental body the right to erect, construct
and maintain Seller-furnished -Interconnection -Facilities upon, along and over any and all
public roads, streets and highways, then the use by Seller of such public right-of-way
shall be subordinate to any future use by Idaho Power of such public right-of-way for
construction and/or maintenance of electric distribution and- transmission facilities and
Idaho Power may claim use of such public right-of-way for such purposes at any time.
Except as required- by Paragraph 5.44; Idaho Power- shall not be required- to
compensate Seller for exercising its rights under this Paragraph 5.42.
5.4.3 Joint-Use of -Facilities. Subject to Idaho Power's compliance with
Paragraph 15.44, Idaho Power may use .and attach its- distribution -and/or transmission
facilities -to Seller's Interconnection- Facilities, may reconstruct- Seller's Interconnection -
Facilities to accommodate Idaho-Power's usage • or Idaho. Power, may constructits own.
distribution or transmission, facilities along, over and' above , any public fight-of-way
acquired' from Seller pursuant to Paragraph 5:42, attaching- Seller's Interconnection'
Facilities- to such newly- constructed facilities. Except, as- requfreci'by. Paragraph, 5.44:
Idaho Power shall not be required. ta. compensate Seller for exercising its. rights. under
this Paragraph 5.43;
5.4.4 Conditions of Use. It is the intention of the Parties that the Seller be left in
substantially the same condition, both financially and electrically, as Seller existed prior
Exhibit 2114
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R. Guy: Idaho Wind Partners I, LLC
Page 6
Idaho Power Company Generator Interconnection Agreement ft 116
LP.U.C. No. 29, Tariff No. 101 Page 5of9
to Idaho Power's exorcising its rights under this Paragraph 5.4. Therefore, the Parties
agree that the exercise by Idaho Power of any of the rights enumerated in Paragraphs
5.4.2 and 5.4.3 shall: (1) comply with all applicable laws, codes and Good Utility
Practices, (2) equitably share. the costs of installing, owning and operating jointly used
facilities and: rights,-ofway; if the Parties are unable to agree on the method of
apportioning these costs, the dispute. wiff be submitted to the. Commission. for resolution
and the decision of the CommissionwiIl be bindJngon the. Patties, and (3) shall provide
Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existedprior to Idaho Power exercising its rights under this Paragraph 5:4;
6. Assignment; Liability. Indemnity, Force majeure. Consequential Damages and Default.
6.1 Assignment. This Agreement may be assigned by either Party upon twenty-one
(21) calendar days prior written notice and opportunity to object by the other Party; provided
that:
6. 1.1 Either Party may assign this Agreement without the consent of the other
Party to any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this Agreement.
6.1.2 The Seller shall have the right to contingently assign this Agreement,
without the consent of the Company, for collateral security purposes to aid in providing
financing for the Generation Facility, provided that the Seller will promptly notify the
Company of any such contingent assignment.
6.1.3 Any attempted assignment that violates this article is void and ineffective.
Assignment shalt not relieve a Party of its obligations, nor shall a Party's obligations be
enlarged, in whole or in part by reason thereof. An assignee is responsible for meeting
the same financial, credit, and insurance obligations as the Seller. Where required,
consent to assignment will not be unreasonably withheld, conditioned or delayed.
6.2 Limitation of Liability. Each Party's liability to the other Party for any loss, cost,
claim; injury, liability, or expense, including reasonable attomes fees, relating to or arising from
any actor omission in its performance. of this Agreement; shall be limited to the amount. of direct.
damage actually incurred. In no event shall either Party be liable to the other Party for any
indirect, special, consequential, or punitive damages, except as authorized by this Agreement
6.3 lndemnitv
6.3.1 This provisiOn protects each Party from liability incurred to third parties as
a result, of carrying out. the provisions -of this Agreement; Liability under this provision is
exempt from the generallimitations-on liability found -in Article 6.12.--
8:3:2: The Parties shall. at all. times indemnify, defendi andMold- the -other- Party
harmless from, any and. all damages, losses ; claims, including claims and actions
relating: to injury to or death of any, person or damage to property, demand, suits,
recoveries costs:and'expenses, court costs, attorney-fees; and;alltofher obligations -by.
or to..thir8 parties; arising' out, .ofior resultlng from. the; other. Partj(.s-: action fáilür& to.
meet, its: obligations. -under this:Agreementon behaJloi the 'indemnifying;Pa.rty,-. except in
cases of gross negligence or intentional .wrongdoing bythe indemnified Party.
6.3.3 If an indemnified person is entitled to indemnification under this article as
a result of a claim by a third party, and the indemnifying Party fails, after notice and
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7

Idaho Power Company Generator interconnection Agreement # 116
I.P.U.C. No. 29, Tariff No. 101 Page of 9
reasonable opportunity to proceed under this article, to assume the defense of such
claim, such indemnified person may at the expense of the indemnifying Party contest,
settle or consent to the entry of any judgment with respect to, or pay in full, such claim.
Failure to defend is a Material Breach.
6.3.4 if an indemnifying party is obligated to indemnify and hold any
indemnified person harmless under this article, the amount owing to the indemnified
person shall be the amount of such indemnified person's actual loss, net of any
insurance or other recovery.
6.3.5 Promptly after receipt by an indemnified person of any claim or notice of
the commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the indemnified person
shall notify the indemnifying party of such fact. Any failure of or delay in such notification
shall be a Material Breach and shall not affect a Party's indemnification obligation unless
such failure or delay is materially prejudicial to the indemnifying party.
6.4 Force Maieure. As used in this Agreement, "Force Majeure" or "an event of
Force Majeure" means any cause beyond the control of the Seller or of the Company 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, or
changes in law or regulation occurring after the Operation Date, which, by the exercise of
reasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome, if either Party is rendered wholly or in
part unable to perform its obligations under this Agreement because of an event of Force
Majeure, both Parties shall be excused from whatever performance is affected by the event of
Force Majeure, provided that:
(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 causing
the suspension of performance and which could and should have been fully performed
before such occurrence shall be excused as a result.of such occurrence.
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
Idaho Power Company Generator Interconnection Agreement #116
LP.U.C. No. 29, Tariff No. ioi Page7of9
6.5 Default and Material Breaches.
6.5.1 Defaults if either Party fails to perform any of the terms or conditions of
this Agreement (a "Defaulr or an "Event of Default"), the nondofaulting 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 DefaultS can be cured -within a commercially reasonable time
but not within such sixty (60) day period and then fails to diligently pursue such cure i
then, the nondefaulting Party may, at its option, terminate this Agreement and/or pursue
its legal or equitable remedies.
8.5.2 Material Breaches. The notice and cure provisions in Paragraph 6.6.1 do
not apply to Defaults identified in this Agreement as Material Breaches. Material
Breaches must be cured as expeditiously as possible following occurrence of the
breach.

7. Insurance.
During the term of this Agreement, Seller shall secure and continuously carry the following
insurance coverage:
7.1 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.
7.2 The above insurance coverage shall be placed with an insurance company with
an A.M. Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss
payee as applicable; and
(b)A provision stating that such policy shall not be: canceled or the limits of
liability reduced witho ut sixty (60) days'prior written notice to Idaho Power.
7.3 Seller to Provide Certificate of Insurance. As required in Paragraph 7 herein and
annually thereafter, Seller shall furnish the Company a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
7.4 Seller to Notify Idaho Power of Loss of COveraoe - It the insurance coverage
required by Paragraph 7.1 shall lapse for any reason, Seller will immediately notify Idaho Power
in writing: The notice will advise Idaho Power of the specific reason for , the lapse and- the steps
Seller is- taking to reinstate the coverage. Failure to provide this notice and to expeditiously
reinstate or replace the coverage will constitute grounds for a temporary disconnection under
Section 5.3 and will be a Material Breach,

8: Miscellaneous.
6.1 Governi,tgLaw The validity, interpretation and enforcement of this Agreement
and each of its provisions shall be governed by the laws of the state of Idaho without regard. to
its conflicts of law principles.
8.2 Salvage. No later than sixty (60) days after the termination or expiration of this
Agreement, Idaho Power will prepare and forward to Seller an estimate of the remaining value
Exhibit 2114
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R. Guy: Idaho Wind Partners I, LLC
Page 9
Idaho Power Company Generator Interconnection Agreement # 116
LP.UC. No. 29, Tariff No. 101 Page 8 of 9
of those Idaho Power furnished Interconnection Facilities as required under Schedule 72 and/or
described in this Agreement, less the cost of removal and transfer to Idaho Power's nearest
warehouse, if the interconnection Facilities will be removed. If Seller elects not to obtain
ownership - of the Interconnection Facilities but instead wishes that Idaho Power reimburse the
Seller for said Facilities the Seller may invoice Idaho Power for the net. salvage value as
estimated by Idaho Power and Idaho Power shell. pay such -amount to Seller within thirty (30)
days after receipt' of the invoice. Seller shall have the right to offset the invoice amount against
any present or future payments due Idaho Power.
9. Notices.
9.1 General. Unless otherwise provided in this Agreement, any written notice,
demand, or request required or authorized in connection with this Agreement ("Notice") shall be
deemed properly given if delivered in person, delivered by recognized national courier sell/ice,
or sent by first class mail, postage prepaid, to the person specified below:
If to the Seller:
Interconnection Customer: Idaho Wind Partners 1, LLC
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: steve.eisenbergøjreunionpowor.com
If to the Company:
Company: Idaho Power Company - Delivery
Attention: Operations Manager
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone] Fax: [phone]
9.2 Billing and Payment. Billings and payments shalt be sent to the addresses set
out below:
If to the Seller:
Idaho Wind Partners 1, LLC
Attention: RP Wind ID LLC, Managing Member
82 Elm Streets P.O. Box 2049
Manchester center, VT 05255-
Phone: [phone] Fax: [phone].
Email: steve;eisenberg©reunionpower.com-
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
Idaho Power Company Generator Interconnection Agreement #116
I.P.U.C. No. 29, Tariff No. 101 Pacje 9 of 9
If to the Company:
Idaho Power Company - Delivery
Attention: Corporate Cashier
P.O. Box 447
Salt Lake City, Utah 84110-0447
Phone: [phone]
Email: asloan©idahopower.com
9.3 Designated Operating Representative. The Parties may also designate
operating representatives to conduct the communications which may be necessary or
convenient for the administration of this Agreement. This person will also serve as the point of
contact with respect to operations and maintenance of the Party's facilities.
Seller's Operating Representative:
Idaho Wind Partners 1, LLC
c/a RP Operations Company, LLC
Attention: Genera! Manager
Address: Alan Drive
Jerome, ID 83338
Phone: Fax:_________________
Company's Operating Representative:
Idaho Power Company - Delivery
Attention: Regional Outage Coordinator - Regional Dispatch
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone]-5125, or 388-5175 during regular business hours
(after hours Southern Region 208-388-5190).
9.5 Changes to the Notice Information. Either Party may change this information by
giving five (5) Business Days written notice prior to the effective date of the change.
10. Signatures.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
FortheS'eller. Pikwim Ski6 Wind Park. LLC
Name:
Date: '
Name fX1/.4/1)
Title: ManagÔr Grid Operations:— Idaho PöwerCompany, Delivery
Date: ___________
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Idaho Power Company Generator Interconnection Agreement # 116
I.P,U.C. No. 29, Tariff No. 101 Paae 1 of 2
Attachment 1
Description and Costs of the Generation Facility. Interconnection Facilities and Metering
Equipment
In This attachment the Generation Facility and Interconnection Facilities, including Special
Facilities and upgrades, are itemized and identified as being owned by the Seller or the Company. As
provided in Schedule 72, Payment For Interconnection: Facilities, the Company will provide a best
estimate itemized cost of its Interconnection Facilities, including Special Facilities, upgrades and
Metering Equipment.
General Facility Description
The proposed project will consist of Idaho Power's standard overhead generation interconnection
package including an overhead recloser, metering package, local service power transformer,
disconnect switches, and relays. Upgrades to approximately one half mile of existing feeder are also
necessary prior to interconnecting the new project. The project is located in Twin Falls County, Idaho
and connects to the 34.5 kV system on Idaho Power Company's Fossil Gulch (FSGL-041) distribution
line. The total project output is 10.5 MW.
Interconnection Point
The Interconnection Point for the Pilgrim Stage Wind Park Project will be the spade located on the
Generator side of the disconnect switch (defined as X37 on drawing 210-61952) on the Generator side of
the interconnection package. The project's location is Twin Falls County, Idaho. A drawing identifying
the Point of Interconnection is included as Attachment 2.
Seller's Interconnection Facilities
The Setter will install generators, distribution collector system, appropriate grounding measures, and
associated auxiliary equipment. Setter will build facilities to the Interconnection Point for the generator
facility including the cable placed inside the provided pole riser.
All interconnection equipment electrically located on the generator side of the Interconnection Point
shall be owned and maintained by the Generator.
Other Facilities Provided by Seller
Telecommunications
The Seller will provide two communication circuits between the generation interconnection site and a
location, or locations, specified by Idaho Power. One of the circuits will be a dedicated 4-wire leased
analog circuit connected to the SEL 311 C relay and the other will be a POTS dial-up circuit to the
revenue meter. The Seller is responsible for supplying and coordinating the installation of the phone
lines and paying the monthly service charges. The communication circuits will need to be installed and
operational prior to generating into the Idaho Power system.
Ground Fault-Equipment
The Setter will install transformer configurations that, will limit the contribution of ground fault current to
20 amps Qr, less. Additionally, the high side distribution system must. be a grounded-wye connection
into Idaho Power's system.
Monitoring.-Information.
If. the Seller requires the ability to monitor information related to the Idaho Power recloser in the
generation interconnection package they are required to supply their own communications circuit to the
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
Idaho Power Company Generator Interconnection Agreement #116
I.P.U.C. No. 29, Tariff No. 101 Page 2012
Idaho Power Company's Interconnection Facilities
Idaho Power will install a standard generation interconnection package on the existing distribution
feeder (FSGL-041). Included in the interconnection package-will be a pole riser for the Generator to
install cables to make interconnection to the Idaho Power system.
The new interconnection package will include four, distribution poles to mount a local service
transformer, solid blade disconnects. primary metering package, recloser, relays, fuses and riser
necessary for the package. The interconnection will be controlled by a SEL-3110 line protection relay.
The relay will be located in a pole mounted enclosure and will also contain a test switch (TS4), SLSS,
dialup modem, 202 modem, isolation interface, power supply, DC converter, control switch and surge
protector.
All interconnection equipment electrically located on the utility side of the Interconnection Point shall be
owned, operated, and maintained by Idaho Power.
Estimated Cost & Ownership: The following good faith estimates are
Generation Facilities:
Provided by the customer ..-Customer. .N/A
Interconnection Facilities:
Overhead Generation Interconnection Package IPC .$150,000
TOTALf $150,000:
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
Idaho Power Company Generator Interconnection Agreement #116
LP.U.C. No. 29, Tariff No. 101 Page 1 of 1
Attachment 3
Milestones: (not including the Transmission Network Upgrades)
6/20110 construction Funds Received by IPC
11119/10 lPCO Construction Complete
12/3/10 IPCO Commissioning Complete
Agreed to by:
For the Interconnection
For the Transmission Provider
Idaho Power Company, Delivery
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
Idaho Power Company Generator Interconnection Agreement # 116
LP.U.C. No. 29, Tariff No. 101 1 Page 1 of 2
Attachment 4
Additional Operating Requirements for the. Company's Transmission System and Affected
Systems Needed to Supnort the Sellers Needs
The Company shall also provide requirements that must be met by the Seller prior to initiating
parallel operation with the Company's Transmission System.
Operating Requirements
The project Is required to comply with the applicable Voltage and Current Distortion Limits found in
IEEE Standard 519-1982 IEEE Recommended Practices and Requirements for Harmonic Control in
Electrical Power Systems or any subsequent standards as they may be updated from time to time.
Seller will be able to modify power plant facilities on the generator side of the Interconnection Point with
no impact upon the operation of the transmission system whenever the generation facilities are
electrically isolated from the transmission system via the X37 switch and a terminal clearance is issued
by Idaho Power Company's Grid Operator.
Voltage flicker at startup and during operation will be limited to less than 5% as measured at the
Interconnection Point. It is preferable to bring each generating unit: online separately to minimize
voltage flicker on the distribution system.
Low Voltage Ride Through
The project shall remain interconnected upon the occurrence of a three phase or single phase to
ground fault down to a voltage of zero at locations on Idaho Power's system as close to the
interconnection customer's facilities as Idaho Power Company's Fossil Gulch Substation prior to the
fault being cleared for the minimum times stated below before tripping off-line:
• Three phase fault: Normal clearing that takes up to 9 cycles.
• Single phase to ground fault: Delayed clearing that takes up to 50 cycles.
Ground Fault Equipment
The Seller will install transformer configurations that will limit the contribution of ground fault current to
20 amps or less.
Commercial Operation Requirements
The Seller will, be granted a requested' Commercial Operation Date only when all requirements have
been met under this GIA and Idaho Power Company's Power Sates Agreement. A transmission
service request (TSR") for this generation has been submitted to Idaho Power Company's Grid
Operations group under TSR 72734375 (10.5 MW).
GeneratorOulput.LimitControl.(Re-dIspatch" or NGOLC)
The Pilgrim Stage Wind Project will be allowed to deliver the net output of 10.5 MW at the
Interconnection Point subject to reductions directed by Idaho Power Company Grid Operations during
transmission system contingencies until the Generator Output Limit Control "GOLC") is tested and. in
operation The Seller has elected to be subject to. GOLC under Idaho. Public Utility. Commission
(!'lpUC"). Order .No lPC-E-0621; Once the Pilgrim Stage Wind:Project.is inoperation, it-will be able to
generate: up-to ratednetoutput of. 10.5. MW. subjectto the provisions of IPUC.Order No. IPC-E-06-21
and Exhibit C below referenced by that Order. The following: Exhibit C is included: herein from the
Company's JoInt MOtion toApproveStipulation and:toDismiss Complaint dated June 13, 2007 in IPUC
Case No. IPC-E-06-21.
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29, Tariff No. 101 Page 1 of 1
Attachment 5
Reactive Power Requirements
Idaho Power will determine the reactive power required to be supplied by the Company to the
Seller, based upon information provided by the Seller. The Company will specify the equipment
required on the Company's system to meet the Facility's reactive power requirements. These
specifications will include but not be limited to equipment specifications, equipment location, Company-
provided equipment, Seller provided equipment, and all costs associated with the equipment, design
and installation of the Company-provided equipment. The equipment specifications and requirements
will become an integral part of this Agreement. The Company-owned equipment will be maintained by
the Company, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to the Company by the Seller. Payment of these costs will be in
accordance with Schedule 72 and the total reactive power cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Schedule 72.
The project must be controlled to operate at unity power factor. Voltage flicker at startup and during
operation will be limited to less than 5% as measured at the Interconnection Point. It is preferable to
bring each generating unit online separately to minimize voltage flicker on the distribution system.
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power Company Generator Interconnection Agreement #116
I.P.U.C. No. 29. Tariff No, 101 Page2of2
Exhibit C
The following Idaho Power Network transmission facilities have been identified to be affected by the
addition of the Requesting Projects in the Twin Falls area. An outage of any of these facilities may
result in overloads on the remaining facilities. Such outages may require the initiation of Cassia
Redispatch (also Generation Output Limit Control).
Boise Bench - Midpoint 230 KV transmission line
Boise Bench - Rattle Snake 2-30 KV transmission line
Rattle Snake - Midpoint 230 Ky transmission line.
Dram - Midpoint 230 KV transmission line
Hubbard - Danskin 230 KV transmission line
King 1381230 KV transformer
Danskin - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 KV transmission line
Lower Malad - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 KV line reactor
Lower Malad - Mountain Home Junction 138 KV line reactor
Lucky Peak - Mountain Home Junction 138 Ky line reactor
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
Idaho Power Company Generator Interconnection Agreement # 116
LP.UC. No. 29, Tariff No. 101 - Page I of 4
Attachment 6
Company's Descriø(ion of Special Eacifities and ticarades Required to Integrate the Generation
Facility and Best Estimate of Costs
As provided. in Schedule 72 this Attachment; describes Upgrades, Special Facilities, including
Network Upgrades, and provides an itemized best estimate of the cost of the Upgrades
Distribution Upgrades
Upgrades to approximately one half mile of existing feeder are necessary prior to interconnecting the
new project.
Line Recenductor and New Recloser $200,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Transmission Network Upgrades
Network Upgrades for this project were detailed in a separate Facility Study Report for the Joint Study
Group identified in the March 14, 2008 System Impact Study Report (SISR) for up to 353 MW of New
Generation on the 138kV Transmission System in the Twin Falls Area.
1) Regulatory Requirements:
A.A number of generation projects seeking Network Resource Interconnection Service, (as
that term is defined in FERC Order 2003 and the Company's FERC approved Open Access
Transmission Tariff ("OA -W)) including the Generation Facility, propose to interconnect to the portion
of the Company's transmission system is located in the Twin Falls, Idaho geographic area, and have
submitted interconnection requests to the Company during, the period January 1, 2006 through
October 1, 2007 (collectively, the "Requests" or Requesting Projects").
B.In accordance with FERC Order 2003, the Company's OATT, Commission Order No.
30414 and in the interest of maintaining comparability • and economic efficiency in responding to the
Requests, the Company has established Joint Study Group One (1)" for the Requesting Projects.
C Seller is ready and willing to start immediate construction of the Generation Facility.
One or more Requesting Projects which precede or follow Seller in the Joint Study Group One are not
yet prepared for immediate construction or-may not be constructed atalt
2) Generatlpn.Output Limit; Control: The Generator Facility is- a PURPA OF. Seller wilt,
at its sole expense, install, operate and maintain the equipment and communications facilities
necessary to enable the Generation Facility to reduce its Maximum Hourly Output to a not-to-exceed
set point,. within - ten . (10) minutes of when the Company- calls- for the reduction. The Company will
specifyi the. set point' when it' notifies Seller; of the need to initiate Generation Output Limit- Control
Generation: Output , Limit Control cannot be used to. increase: the Generation. Facility's: output above.
such Maximum Hourly Outut;for then existing turbine and wind 'conditions: Seller will normally, subject
to those- conditions, seek- to maximize-the energy.- output; of' the Generation FaciIity but' Generation
Output' Limit; Control will limitf the outputs of the Generation: Facility; whenever the Maximum Hourly
Output: level :wouId:othenwise.exceedthe..required'setcpoir1tiflafly; scheduling :hOUr Seiteihaselected'
to be subject; to Generation •Output Limit Control.
3) Cost Risk for Network Uparades: Network Upgrade costs will be allocated to each
Requesting Project, including the Generation Facility, based on: a) their election of whether to be
subject to Generation Output Limit Control, b) their order in the Joint Study Group One, and c) based
on the megawatt interconnection capacity of each Requesting Project, their prorata share of the cost for
the Network Upgrade required to interconnect one or more Requesting Project and the added
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
Idaho Power Company Generator Interconnection Agreement # 116
I.P.U.C. No. 29, Tariff No. 101 Page 2 of 4
interconnection capacity of that particular Network Upgrade, The Seller will pay non-reimbursed
amounts of no more than 25% of the actual as-constructed cost of the Generator Facilities currently-
allocated share of the Network Upgrades required to interconnect the Gneration Facility without
Generation Output Limit Control (see paragraph S below - Sharing of Network Upgrade Costs.
4)Generation Output Limit . ControlRights. The Company may issue a set pointor limit
and initiate Generation Output: Limit Control to respond to transmission system emergencies, or
respond to circumstances where the transmission line(s) identified in Commission Order No. 30414 are
out of service and for which Generation Output Limit Control was determined necessary and did tower
the amount of Network Upgrade cost obligation to the Generation Facility. In most circumstances,
Generation Output Limit Control will not be required when all the lines specified in Commission Order
No. 30414 are in service. Any use of Generation Output Limit Control to establish a set point below the
Generation Facility's capacity shall be pro-rata with other Requesting Projects subject to Generation
Output Limit Control. The Company will not purchase or pay for energy which would have been
produced by the Generation Facility, but for operation of Generation Output Limit Control.
5)Responsibility for Network Upgrade Costs: In addition to funding all costs of directly
interconnecting the Generation Facility to the Company's system, the Seller will pay its pro-rata share
of the Network Upgrade costs actually incurred by the Company to provide firm Network Resource
Interconnection Service to the Generation Facility but the Generation Facility shall not be obligated to
share the on-going operation and maintenance costs of such Network Upgrades.
Seller recognizes that the final cost of its share of the Network Upgrades will not be known until
construction is completed. The Seller also recognizes that its share of the final Network Upgrade cost
will increase or decrease, subject to the provisions of paragraph 6, :depending on whether other
Requesting Projects, both earlier and later in the Joint Study Group One are constructed.
6)Sharing of Network Upgrade Costs:
A. The Seller and the Company will share the five phases of Network Upgrade costs
attributable to the Generation Facility as follows:
1, Phase 1: the Company will assume 100% cost responsibility for Phase 1 and include
this cost in its-rate base.
Phases 2, 3, 4 and 5:
(a)25% of the costs will be provided by the Generation Facility as a non-refundable
contribution in aid ofoonstruction ("CIAC).
(b)25% of the costs will be funded by the Company and included in the Company's
rate base.
(c)50%. of the costs will be funded by Generation Facility, as an advance 'in aid of
construction ("AIAC") subject to refund as provided in paragraph 7 betow, As refunds are made,
the refunded amounts will be included in rate base using standard regulatory accounting
principles.
B; As projects, in. the. Joint Study: Group One are interconnected the Company will
reallocate the CIAC and AIAC portions of the costs of Phases 2 through 5. For example, when
additional projects in the Joint Study Group One are constructed after the Generation Facility is
constructed, the Company will collect monies from these subsequent projects and refund monies to
Seller. It is the Company's intent that each QF Project in the Joint Study Group One will pay its
respective pro-rata share, based on nameplate generation capacity, of each phase of the Network
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 19
Idaho Power Company Generator Interconnection Agreement # 116
LP.U.C. No. 29, Tariff No. 101 Page 3 of 4
Upgrade they utilize. Tables 8-7, 8, 9 and 10 in the Settlement Stipulation adopted in Commission
Order No. 30414 illustrate how this re-allocation would occur on a hypothetical basis.
7)Refund Provisions: The Seller will be entitled to a cash repayment, in monthly, equal
installments, for the total AIAC amount the Seller advances to the Company for- Network. Upgrades,
including any tax gross-up or other tax related payments associated with the AIAC for Network
Upgrades. Repayment will be made in accordance with Articles 11.4 of the Large Generator -
Interconnection Agreement (aLGIA) included in the Company's OATT and occur over a term not to
exceed ten (10) years after the date the Generation Facility achieves commercial operation. Monthly
repayments will be contingent on the FESA's being in good standing (no uncured defaults) and upon
the Generation Facility achieving a mechanical availability in that month in excess of 50%, defined as
100% multiplied by the ratio of (1) the sum of the capacity available to generate in each hour, over all
hours of the month, divided by (2) the installed capacity multiplied by the number of hours in the month.
In computing the mechanical availability, the capacity available in each hour will not be reduced from
the installed capacity, if the reason for the reduction is an event of force majeure, (as that term is
defined in the FESA) or a reduction in generation due to Generation Output Limit Control required by
the Company as described in paragraphs 2 and 4.
8)Interest on Refunds: Monthly refund payments on MAC amounts shall include interest
calculated in accordance with the methodology set forth in FERC regulations at 18 C.F.R.
35.1 9a(a)(2)(iii) from the date of any payment for Network Upgrades through the date on which Seller
receives final repayment.
9)Security for Payment: Until it is finally determined which of the Projects in the Joint
Study Group One will be constructed and interconnected and the final cost of those interconnections is
determined, upon execution of this Interconnection Agreement Seller will provide and maintain a cash
escrow or a letter of credit to the Company in a form and by an issuer satisfactory to the Company as
security for payment, initially in the amount of the Generator Facility's allocation of Network Upgrade
costs as provided herein and adjusted from time to time pursuant to the status of the Requests. The
total security amount at any time will not exceed the amount that would be owed if the Requests then
remaining in the Joint Study Group One that are scheduled for construction later than the Generation
Facility is not constructed. Other QF participants in the Joint Study Group One will be held to a similar
requirement.
10)Generation Output Limit Control Protocols: This Interconnection Agreement.
addresses interconnection of the Generation Facility to the Company transmission system with Network
Resource Interconnection Service. However, Seller acknowledges that, until sufficient Network
Upgrades are installed to allow the Generation Facility to qualify for Network Resource Interconnection
Service, the Generation Facility will be subject. to Generation Outputs Limit Control as described in
paragraphs 2 and 4.
11)Network Upgrade Cost Determination: Network Upgrade costs, allocated to the
Generation Facility for initial' funding, will be -determined In - a- comparable manner and- with the same
criteria used by the Company when studying-the interconnection of other generation, whose output-can
be changed within ten (10) minutes, at other locations on its transmission system. Upon request-by the
Generation Facility, the Company will provide a written explanation of the methods and assumptions
leading to any such allocation of Network Upgrade cost obligation to the-Generation Facility.
12). Request Uncedainty The- Company will: follow, good utility practice, the LGIP and-
SGIP, and all Commission orders in processing the Joint Study Group One within Idaho Power
Company's Generator inieiunr ctüi Queue. Any Requests that fell to meat those requirements to
remain in the Joint Study Group One, or fail to proceed to construct their interconnection or fall to
initially fund or secure their allocated share of the Network Upgrade costs, will forfeit their position in the
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20
Idaho Power Company Generator Interconnection Agreement # 116
LP,UC. No. 29. Tariff LNo. 101 Page 4of4
Idaho Power Company Generator Interconnection Queue and their rights to the interconnection and
transmission system capacity associated with their Request.
13)Generation Facility ResponslbIlltv for Network Upnrade ço: The Company will
initially and4hroughoutthe1ifeoftheGeneratiow Facility..j consistent, with good:utihty practice, determine
the least cost. solution;, given the eurfentstatus.ofthe Requests in the Joint , Study Group One, that will
result in the lowest: reasonable allocation of initial , funding responsibility for Network Upgrades to the
Generation Facility. The Company will apply the same criteria to all Projects in the Joint Study Group
One.
14)Seller Construction Responsibility
Transmission Network Upgrades (described in Section C below):
Updated cost allocation based on the System Impact Stuct Report for up to 353 MW of New Genertion
on the 138kV Transmission System in the Twin Falls Area dated March 14, 2008.
Phase I transmission network upgrades to be paid for by Idaho Power
(nrnntn/ IPC I N/
The final cost will beaflocated 10 the participants remaining in Joint Study Group One upon
of the project.
C. Allocation of Transmission Network Upgrade Costs
Seller and Idaho Power will share the actual Network Upgrade costs attributable to the project as
follows:
1.25% of the costs will be provided by Seller as a non-refundable contribution in aid of
construction (CIAC").
2.25% of the costs will be funded by Idaho Power: and included in Idaho Power's rate base;
3.50% of the costs will be funded by Seller as an advance in aid of construction (AlAC') subject
to refund: As refunds are made the refunded amounts will be included in rate base using
standard regulatory accounting principles.
Exhibit 2114
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101
GENERATOR INTERCONNECTION AGREEMENT
Schedule 72
THOUSAND SPRINGS
(Camp Reed Wind Park, LLC (22.5 MW);
Oregon Trail Wind Park, LLC (13.5 MW);
Payne's Ferry Wind Park, LLC (21 MW);
Thousand Springs Wind Park, LLC (12 MW);
Tuana Gulch Wind Park, LLC (10.5 MW);
and Yahoo Creek Wind Park, LLC (21 MW))
for
101.5 MW
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101 Page 1 of I
TABLE OF CONTENTS
RECITALS..............................................................................................................................................
AGREEMENTS......................................................................................................................................
I. Capitalized Terms................................................................................................................
2.Terms and. Conditions ........................................................................................................... 1
3.This Agreement is not , an agreement to pu,hase. Se!ler,s power .........................................1
4.Attachments ......................................................................................................................... 1
5.Effective Date, Term, Termination andDjsconnectk,n.. ........................................................ 2
5.1 Term of Agreement.. ............................................................................................................ 2
5.2 Termination . ............................................................................................................... .......... 2
5.3 Temporary Disconnection ..................................................................................................... 2
6.Assignment, Liability, indemnity, Force maieure. Consequential Damages and Default. ...... 5
7.Insurance. .................................................................. ........................................ .................. 7
6. Miscellaneous . .......................... ............. ................... ........................................................... 7
9.Notices. ................................................................................................................................ 8
10.Signatures . ...... ................................... .................. ................................................................ 9
AttachmentI ..........................................................................................................................................
Attachment2...........................................................................................................................................1
Attachment3..........................................................................................................................................1
Attachment4 ...........................................................................................................................................1
Attachment5..........................................................................................................................................1
Attachment6..........................................................................................................................................1
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
Idaho Power Company Generator Interconnection Agreement # 117
I.P.U.C. No. 29, Tariff No. 101 Page 1f 10
This Generator Interconnection Agreement ("Agreement") under Idaho Power Company's
Schedule 72 is effective as of the day of September, 2010 between Idaho Power Company -
Delivery ("Company" or "Transmission Owner") and Idaho Wind Partners 1, LLC, an Idaho Limited
Liability Company, acting in its capacity as agent for communications, billing, and payment, without. any
right to transmission capacity hereunder ("Agent), and executing this agreement on behalf of Camp
Reed Wind Park, LW (22.5 MW); Oregon Trail Wind Park, LLC (13.5 MW); Payne's Ferry Wind Park,
LLC (21 MW),; Thousand. Springs Wind Park, LLC (12 MW); Tuana Gulch Wind Park, LLC (10.5 MW);
and Yahoo Creek Wind Park, LLC (21 MW); each an Idaho Limited Liability Company, (collectively,
"Seller" or "Interconnection Customer.
RECITALS
A.Salter will own or operate Generation Facilities that qualify for service under Idaho
Power's Commission-approved Schedule 72 and any successor schedule.
B.The Generation Facilities covered by this Agreement are more particularly described in
Attachment 1.
AGREEMENTS
1.CapitalIzed Terms
Capitalized terms used herein shall have the same meanings as defined in Schedule 72 or in the body
of this Agreement.
2.Terms an d Conditions
This Agreement and Schedule 72 provide the rates, charges, terms and conditions under which the
Seller's Generation Facilities will interconnect with, and operate in parallel with, the Company's
transmission/distribution system. Terms defined in Schedule 72 will have the same defined meaning in
this Agreement. If there is any conflict between the terms of this Agreement and Schedule 72,
Schedule 72 shall prevail.
3.This Agreement is not an agreement to purchase Seller's power.
Purchase of Seller's power and other services that Seller may require will be covered under separate
agreements. Nothing in this Agreements is intended to affectl any other agreement between - the Company and Seller.
4.Attpchmepts
Attached to this Agreement and included by reference are the following:
Attachment 1. - Description and Costs of the Generation Facilities, interconnection
Facilities, and Metering Equipment
Attachment 2 -. One-line Diagram Depicting- Generation Facilities, Interconnection
Facilities, Metering EquipmentandUpgrades
Attaehmenf3—MIlestones.For Inferconnoctingcthe Generation Facilities.
Attachinen( 4' - AddifienaI Operating RequiremeritG, for the. Company's Transmission
System Needed to Support the Seller's Generation Facilities.
Attachment 5— Reactive Power.
Attachment 6 - Description of Upgrades required to integrate the Generation Facilities
and Best Estimate of Upgrade Costs.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3
Idaho Power Company Generator Interconnection Agreement # 117
LP,U.C. No. 29, Tariff No. 101 Page 2 of 10
5. Effective Date, Term. Termination and Disconnection.
5.1 Term of Agreement. Unless terminated earlier in accordance with the provisions
of this Agreement, this Agreement shall become effective on the date specified above and
remain effective as long as Seller's Generation Facilities are eligible for service under Schedule
72.
5.2 Termination.
521 Seller may voluntarily terminate this Agreement upon expiration or
termination of an agreement to sell power to the Company.
5.2.2 After a Default, either Party may terminate this Agreement pursuant to
Section 6.5.
5.2.3 Upon termination or expiration of this Agreement, the Seller's Generation
Facilities will be disconnected from the Company's transmission/distribution system.
The termination or expiration of this Agreement shall not relieve either Party of its
liabilities and obligations, owed or continuing at the time of the termination. The
provisions of this Section shall survive termination or expiration of this Agreement.
5.3 Temporary Disconnection. Temporary disconnection shall continue only for so
long as reasonably necessary under "Good Utility Practice." Good Utility Practice means any of
the practices, methods and acts engaged in or approved by a significant portion of the electric
industry during the relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the decision was made,
could have been expected to accomplish the desired result at a reasonable cost consistent with
good business practices, reliability, safety and expedition. Good Utility Practice is not intended
to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to
be acceptable practices, methods, or acts generally accepted in the region. Good Utility
Practice includes compliance with WECC or NERC requirements. Payment of lost revenue
resulting from temporary disconnection shall be governed by the power purchase agreement.
5:3:1 Emerqency Conditions; "Emergency Condition" means a condition or
situation; (1) that in. the judgment- of-the Party making the claim is imminently likely to
endanger. 06 or property; or (2) that ) in the case of the Company, is imminently likely (as
determined in a. non-discriminatory manner) to cause a material adverse effect on the
security of, or damage to the Company's transmission/distribution system, the
Company's- Interconnection Facilities or the equipment , ofthe Company's customers; or
(3) that; in; the case of the Seller; is imminently. likely (as determined- in- a nn
discriminatorymanne4 lo-cause. a material adverse. effect; on-the. reliability and security,.
of, or damage to, the Generation? Facilities- or the. Seller's- interconnection: Facilities.
Under. Emergency- Conditions ; either the- Company- or the Seller may immediately
suspend. interconnection service, and: temporarily disconnect- the - (3neratlon. Facilities.
The'cbmpany shall'notify the Seller-promptly whenitbecomesawareof an Emergency
Condition, that- may reasonabfy be: expected: to' affect- the; Seller's operation of the
Generation , FaeiIitles, The Se/len shell. notify -the Company promptly when- 1t becornes
aware of an- Emergency Condition that may reasonably be expected to affect the
Company's equipment or service to the Company's customers. To the extent
information is known, the notification shall describe the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of both Parties'
facilities and operations, its anticipated duration, and the necessary corrective action.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
Idaho Power Company Generator Interconnection Agreement U 117
I.P.U.C. No. 29, Tariff No. 101 Page 3 of 10
5.3.2 Routine Maintenance. Construction, and Repair. The Company may
interrupt interconnection service or curtail the output of the Seller's Generation Facilities
and temporarily disconnect the Generation Facilities from the Company's
transmission/distribution system when necessary for routine maintenance, construction,
and repairs on the Company's transmission/distribution system. The Company 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, the Company may not' be able to provide notice to the Seller
prior to interruption, curtailment or reduction of electrical energy deliveries to the
Company. The Company shall use reasonable efforts to coordinate such reduction or
temporary disconnection with the Seller.
5.3.3 Scheduled Maintenance. On or before January31 of each calendar year,
Seller shall submit a written proposed maintenance schedule of significant Facility
maintenance for That calendar year and the Company and Seller shall mutually agree as
to the acceptability of the proposed schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Good Utility Practices, Idaho Power system requirements and the Seller's
preferred schedule. Neither Party shall unreasonably withhold acceptance of the
proposed maintenance schedule.
5.3.4. Maintenance Coordination. The Seller and the Company shall, to the
extent practical, coordinate their respective transmission/distribution system and
Generation Facility maintenance schedules such that they occur simultaneously. Seller
shall provide and maintain adequate protective equipment sufficient to prevent damage
to the Generation Facilities and Seller-furnished Interconnection Facilities, in some
cases, some of Seller's protective relays will provide back-up protection for Idaho
Power's facilities. In that event, Idaho Power will test such relays annually and Seller will
pay the actual cost of such annual testing.
5.3.5 Forced Outaqes. During any forced outage, the Company may suspend
interconnection service to effect immediate repairs on the Company's
transmission/distribution system. The Company shell use reasonable efforts to provide
the Seller with-prior notice. If prior notice is notgWen the Company shall, upon request,
provide the Seller written documentation after the fact explaining the circumstances of
the disconnection.
5.3.6 Adverse Operatinq.Effects, The Company shall notify the Seller as soon
as practicable if based- on Good Utility Practice; operation of the Seller's Generation
Facilities. may. cause disruption. or deterioration of service, to other customers., served
from the same electric system, or if operating the. Generation Facilities, could cause
damage to the Company's transmission/distribution system or other affected systems
Supporting documentation used tb.reach the decision to. disconnect shall be provided 'to
the Seller, upon request. If; after notice, the Seller fails to' remedy the aderse'operating
effect within t&reasonable time, the Company may. disconnect, the Generation: Facilities.
The Company shall provide the Seller with. reasonable, notice of such , disconnection ;
unless the provisions of Article 5.3.1 apply.
5.3.7 Modification of the Generation Facilities. The Seller must receive written
authorization from the Company before making any change to the Generation Facilities
that may have a material impact on the safety or reliability of the Company's
transmission/distribution system. Such authorization shall not be unreasonably withheld.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
Idaho Power Company Generator Interconnection Agreement # 117
IP.(j.C. No. 29, Tariff No. 101 Page 4 of 10
Modifications shall be done in accordance with Good Utility Practice. If the Seller makes
such modification without the Company's prior written authorization, the latter shall have
the right to temporarily disconnect the Generation Facilities.
5.3.8 Reconnection. The Parties shall cooperate with each other to restore the
Generation Facilities, Interconnection Facilities, and the Company's
transmission/distribution system to their normal operating state as soon as reasonably
practicable following a.temporary disconnection.
5.3.9 Voltage. Levels. Seller, in accordance with Good Utility Practices, shall
minimize voltage fluctuations and maintain voltage levels acceptable to Idaho Power.
Idaho Power may, in accordance with Good Utility Practices, upon one hundred eighty
(180) days' notice to the Seller, change its nominal operating voltage level by more than
ten percent (10%) at the Interconnection Point, in which case Seller shall modify, at
Idaho Power's expense, Seller's equipment as necessary to accommodate the modified
nominal operating voltage level.
5.4 Land Rights,
5.4.1 Seller to Provide Access. Seller hereby grants to Idaho Power for the
term of this Agreement all necessary rights-of-way and easements to install, operate,
maintain, replace, and remove Idaho Power's Metering Equipment, interconnection
Equipment, Disconnection Equipment, Protection Equipment- and other Special Facilities
necessary or useful to this Agreement, including adequate and continuing access rights
on property of Seller. Seller warrants that it has procured sufficient easements and
rights-of-way from third parties so as to provide Idaho Power with the access described
above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
5.4;2 Use of Public Rights-of-Way. The Parties agree that it is necessary to
avoid the adverse environmental and operating impacts that would occur as a result of
duplicate electric lines being constructed in close proximity. Therefore, subject to Idaho
Power's compliance with Paragraph 5.4.4, Seller agrees that. should Seller seek and
receive from any local, state or federal governmental , bodythe right to erect, construct
and maintain Seller-furnished Interconnection Facilities upon, along and over any and all
public roads, streets and highways, then the use by Seller- of such public fight-of-way•
shall be subordinate to any future use by Idaho Power of such public right-of-way for
construction and/or maintenance of electric distribution and transmission facilities and
Idaho Power may claim use of such public right-of-way for such purposes at any time.
Except- as required by Paragraph 5:4.4, Idaho Power shall not be required. to
compensate Seller for exercising-its rights under this Paragraph .8:42:
543: Joint- Usa.ofFacillties, Subjeaf to Idaho; Power's compliance with
Paragraph 15.4:4 k. Idaho Power may use-and attach- its- distribution and/or transmission
facilities to Seller's Interconnection Facilities, may reconstruct, Sellar's- Interconnection
Facilities to accommodate Idaho Power'a.usage or Idaho -Power mayoonstrucfits own-
distribution, or transmission - fbcilities: along, over and- above- any public. right-of-way
acquired from Seller pursuant, to Paragraph attaching.- Seller's- Intersonnection-
Facilities to such newly constructed facilities. Except as- required - by Paragraph 54:4;
Idaho Power shall not be required to compensate Seller for exercising its rights under
this Paragraph 5.4.3.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
Idaho Power Company Generator Interconnection Agreement #117
I.P.U.C. No. 29, Tariff No. 101 Page 5 o 10
5.4.4 Conditions of Use. It is the intention of the Parties that the Seller be left in
substantially the same condition, both financially and electrically, as Seller existed prior
to Idaho Power's exercising its rights under this Paragraph 5.4. Therefore, the Parties
agree that the exercise by Idaho Power of any of the rights enumerated in Paragraphs
5.4.2 and 5.4.3 shall: (1) comply with all applicable laws, codes and Good Utility
Practices, (2) equitably share the costs of installing, owning. and- operating jointly used
facilities and. fights-of-way; if the Parties are unable to agree on the method of
apportioning these costs, the dispute. will be submitted -to the Commission for resolution
and the decision of the Commission will be binding on- the Parties, and (3) shall provide
Seller with an interconnection to Idaho Power's- system , of, equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Paragraph 5.4.
Assignment, Liability, Indemnity, Force maieure. Consequential Damages and Default.
6.1 Assignment. This Agreement may be assigned by either Party upon twenty-one
(21) calendar days prior written notice and opportunity to abject by the other Party; provided
that:
6.1.1 Either Party may assign this Agreement without the consent of the other
Party to any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this Agreement.
6.1.2 The Seller shall have the right to contingently assign this Agreement,
without the consent of the Company, for collateral security purposes to aid in providing
financing for the Generation Facility, provided that the Seller will promptly notify the
Company of any such contingent assignment.
6.1.3 Any attempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a Party's obligations be
enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting
the same financial, credit, and insurance obligations as the Seller. Where required,
consent to assignment will not be unreasonably withheld, conditioned or delayed.
622 Limitatloivof Liability. Each Party's liability to the other. Party for any loss, cost,
claim; injury, liability, or expense, including reasonable attorney's fees, relating-to or arising from-
any-act or omission in its performance of this Agreement, shall be limited -to the amount of direct
damage actually incurred. In no event- shall either Party be liable to the other Party for any
indirect, special, consequential, or punitive damages, except as authorized by this Agreement.
6.3 Indemnity;
6.3; 1 This; pro vision.protects.each Party from iiability;incurredto third. partles.aa.
a resultofcareying-out.the. provisions offhisAgreement. liability-under, this provision-is.
exemptfrom-the general-limitations on-liability found. inArticle 62.
6:3:2-p The - Parties shall;at:all:timosindemnifj defend; and-hoW the-other- Party-
harmless: from any- andtl allf damages ;- losses;, claims, ineluding claims. and actIons,
relating; to. injury to- or death. of- any parson- or damage - to property demand,, suits;
recoveries, costs and. expenses, court costs; attorney fees, and all other obligations- by
or to third parties, arising out of or resulting from the other Party's action or failure to
meet its obligations under this Agreement on behalf of the indemnifying Party, except in
cases of gross negligence or intentional wrongdoing by the indemnified Party.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7

Idaho Power Company Generator Interconnection Agreement # 117
I.P.U.C. No. 29, Tariff No. 101 Page 6 of 10
6.3.3 if an indemnified person is entitled to indemnification under this article as
a result of a claim by a third party, and the indemnifying Party fails, after notice and
reasonable opportunity to proceed under this article, to assume the defense of such
claim, such indemnified person may at the expense of the indemnifying Party contest,
settle or consent to the entry of any judgment with respect to, or pay in full, such claim.
Failure to defend is Material Breach.
6.3.4 If an indemnifying party is obligated to indemnify and hold any
indemnified person harmless under this article, the amount owing to the indemnified
person shall be the amount of such indemnified person's actual loss, net of any
insurance or other recovery.
8.3.5 Promptly after receipt by an indemnified person of any claim or notice of
the commencement of any action or administrative or legal proceeding or investigation
as to which the indemnify provided for in this article may apply, the indemnified person
shall notify the indemnifying party of such fact. Any failure of or delay in such notification
shall be a Material Breach and shall not affect a Party's indemnification obligation unless
such failure or delay is materially prejudicial to the indemnifying party.
6.4 Force Majeure. As used in this Agreement, 'Force Ma/aura" or 'an event of
Force Majeure" means any cause beyond the control of the Seller or of the Company 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, or
changes in law or regulation occurring after the Operation Date, which, by the exercise of
reasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. If either Party is rendered wholly or in
part unable to perform its obligations under this Agreement because of an event of Force
Majeure, both Parties shall be excused from whatever performance is affected by the event of
Force Majeure, provided that
(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 causing
the suspension Ofperformance and which could and should have been fully performed
before such occurrence shall 'be excused as a resultofsuch •occurrence;
6.5 Default and;MaterjafBraaches..
65.1 Defaults, If either Party fails to perform any. of the terms or conditions. of
this'Agreemeni(a "Default or -an 'Event; ofDefault!); thnondefaulflng3Parfyshalfcause
noticoin. writing 'to be given :to the'defliultingParty,- specifyingthemannerinwhich such
default occurred: If - the defaulting, Party shalt fail' (ci cure: such 'Dfaultwithin 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 nondefaulting Party may, at its option, terminate this Agreement and/or pursue
its legal or equitable remedies.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101 Page 7 of 10
6.5.2 Material Breaches. The notice and cure provisions in Paragraph 6.6.1 do
not apply to Defaults identified in this Agreement as Material Breaches. Material
Breaches must be cured as expeditiously as possible following occurrence of the
breach.

7. Insurance.
During the term of this Agreement, Seller shall secure and continuously cony the following
insurance coverage:
7.1 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.
7.2 The above insurance coverage shall be placed with an insurance company with
an A.M. Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss
payee as applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of
liability reduced without sixty (60) days' prior written notice to Idaho Power.
73 Seller to Provide Certificate of Insurance. As required in Paragraph 7 herein and
annually thereafter, Seller shall furnish the Company a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
7.4 Seller to Notify Idaho Power of Loss of Coverage - if the insurance coverage
required by Paragraph 7.1 shall lapse for any reason, Seller will immediately notify Idaho Power
in writing. The notice will advise Idaho Power of the specific reason for the lapse and the steps
Seller is taking to reinstate the coverage. Failure to provide this notice and to expeditiously
reinstate or replace the coverage will constitute grounds for a temporary disconnection under
Section 5;3 and will be a Material Breach.

8. Miscellaneous
8.1 Governing. Law. The validity, interpretation and enforcement of this Agreement
and each of its provisions shall be governed by the laws of the state of Idaho without regard to
its conflicts of law principles.
8.2 Salvage. No later than sixty (60) days after the termination or, expiration of this-
Agreement, Idaho Power will prepare. and. forward. to Seller an estimate of the remaining value.
of those Idaho Power furnished Interconnection Facilities as required under Schedule 72 and/or
described in this Agreement; less the cost of removal and transfer to Idaho Power's nearest
warehouse, if the lntbrconnection Facilities will be removed If Seller elects not to obtain
ownership of' the - Interconnection Facilities but instead wishes that Idaho Power-reimburse: the
Seller fOr said Facilitie the - Seller, may invoice. Idaho Power for the net; salvage' value- as
estimated by Idaho: Power and Idaho Power shall-pay such amount, to Seller, within:fhirty '30,
days after receipt of the invoice. Seller shall have the right to offset the invoice amount against
any present or future payments due Idaho Power.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101 PaQe 8 of 10
9. Notices.
9.1 General. Unless otherwise provided in this Agreement, any written notice,
demand, or request, required or authorized in connection with this Agreement ('Notice shall be
deemed properly given if delivered in person, delivered by recognized national courier service,
or sent by firstt class mail, postage prepaid, to the person specified below:
If to the Seller:
Interconnection Customer: Idaho Wind Partners 1, LW, as Agent
Attention: RP Wind ID LLC, Managing-Member
Address: 82 Elm Street, P.O. Box 2049.
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: steve. eisenbergreunionpower. corn
If to the Company:
Company: Idaho Power Company - Delivery
Attention: Operations Manager
Address: 1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone] Fax: [phone]
9.2 Billing and Payment. Billings and payments shall be sent to the addresses set
Out below:
Interconnection Customer: Idaho Wind Partners 1, LLC, as Agent
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Idaho Power Company - Delivery
Attention: Corporate Cashier
P.O. Box 447
Salt Lake City, Utah 84110-0447
Phone: [phone]
Email: asIoanidahopower.com
9.3 Designated Operating Representative. The Parties may also designate
operating. representatives to conduct: the communications which may be necessary or
convenient- for the administration of this Agreement This person will also serve as the point, of
contact with .respect, to. operations and maintenance of the Partysfacilities
Interconnection CUstomer's'OporatlngRepresenfotive:
Idaho.Wind!Partn era. 1 LLLC
c/o RPOperafIons COmpany, LLIC:
Attention: General- Manager
Address: Alan Drive
Jerome, ID 83338
Phone: Fax.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101 Page 9 of 10
Company's Operating Representative:
Company: Idaho Power Company Delivery
Attention: Regional Outage Coordinator - Regional Dispatch
Address: 1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone], or 388-5175 during regular business hours
(after hours Southern Region 208-388-5190).
9.5 Chancies to the Notice Information, Either Party may change this information by
giving five (5) Business Days written notice prior to the effective date of the change.
10. Signatures.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
For omer,
Name:
Idaho Wind Partners 1, LLC, as Agent
;~'.
ett
Tide: f1 j I
Date:
For the Interconnection Customer
Camp 'Wed VYndP
Name:
Title: / - Iqi —r (
Date: g b101,
Ore go ilWind- a(i /
Name:
Tiflö: /4czeyri ' '-"i
Date:
Payne 's.freny wfr,p,_L.re/.:
Name:
Title:
Date:
Thouspriiigw LIC
Name: i
litIe: r-
Date:
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Idaho Power Company Generator Interconnection Agreement # 117
LP,U.C. No. 29, Tariff No. 101 Page 10 of 10
Tuane Gufr14I1nd Pr'
Name.'
Tide: /1e'i 0 IN
Date:
Name:
Title: /
Dale: / -cì
For thi9mPan
Name:
Title: Manage) Grid Operations - Idaho Power Company, Delivery
Date:
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101 Page 1 of 2
Attachment I
Description and Costs of the Generation Facility, Interconnection Facilities and Metering
Equipment
In this attachment the Generation Facility and Interconnection Facilities Including Special
Facilities and upgrades, are itemized and identified as being owned by the Seller or the Company, As
provided in Schedule 72, Payment For Interconnection: Facilities , the Company will provide a best
estimate itemized cost of its Interconnection Facilities, including Special Facilities, upgrades and
Metering Equipment.
General Facility Description
The proposed project will consist of a substation yard with a building, fiber communications on
distribution to the station and a transmission line tap in Twin Falls County, Idaho and connect to the 138
W system on Idaho Power Company's Bliss - King transmission line. The total generation output is
101.5 MW.
Interconnection Point
The Interconnection Point for the Thousand Springs Project will be the Idaho Power owned 101B air
break switch north of the customer-owned transformer. Idaho Power will install and own the air break
switch; the customer will install and own the bus from air break switch 1018 to the transformer. The
project's location is Twin Falls County, Idaho, about 1/2 mile north of the intersection of 400E and 5900N.
A drawing identifying the interconnection Point is included as Attachment 2.
Seller's Interconnection Facilities
The Seller will install a 138-34.5kV substation yard with a building, distribution circuits to the six wind
parks and generation facilities for the following customer-identified wind parks: Thousand Springs
(12MW), Oregon Trail (13.5MW), Tuana Gulch (10.5MW), Camp Reed (22.5MW), Payne's Ferry
(21MW) and Yahoo Creek (21MW). Idaho Power Company requires that the high-side of the customer
owned transformer be a grounded-wye configuration.
All interconnection equipment electrically located on the generator side of the Interconnection Point
shall be owned and maintained by the Generator with the exception of each wind park's distribution
metering packages, which are owned and maintained by Idaho Power.
Other Facilities Provided by Seller.
Telecommunications
Idaho Power will install a communication circuit to the substation for IPC use (SCADA, metering and
protection): It. will be ADSS fiber and located on an existing Idaho Power: distribution feeder. Idaho
Power requires that each wind park be metered individually and Idaho. Power will install a metering
package for each park. If the metering package needs to be located away from the substation ; the
Seller will provide a communication circuit between the metering site and a location, or locations,
specified by Idaho Power; It will be a pQp3: dialup circuit to the revenue meter. The Seller is
responsible for supplying and coordinating the installation of the phone lines and paying the monthly
service charges. The communication circuits will need to be installed and operational: prior tO
generating into the Idaho Power. system.
Property, Site Work and -Station Building
The Seller will provide. land clearing, site' leveling; grounding, fencing and acquire property for the
switching station. A building within the switching station will be provided by the Seller and space will be
allocated for Idaho Power Company facilities.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101 Page 2012
Idaho Power Company's Interconnection Facilities
Idaho Power Company will install a tap to the Bliss - King 138kV transmission line with a non-load
break switch, a dead end structure, 138kV circuit breaker, 2 air-break switches, and associated
relaying, control and metering equipment in the substation yard. and building to the Interconnection
Point for the generator facility. Idaho Power will also install fiber communications to the substation.
See attached single line drawing 210-61603 included-as Attachment 2.
All interconnection equipment electrically located on the utility side of the Interconnection Point shall be
owned, operated, and maintained by Idaho Power.
Idaho Power will install a 34.5kV metering package for each of the six wind parks. They will be
overhead or underground equipment as specified by the customer. The primary total metering will be
done at 138kV at the customer-owned Tuana substation.
Estimated Cost & Ownership: The following good faith estimates are provided in 2009 dollars
Generation Facilities: .0
Thousand Springs Customer $N/A
Interconnection Facilities:
• Transmission Tap IPC $50,000
Fiber Communications Circuit TPC $100,000
138kV Interconnection Facility IPC $900,000
Distribution Metering Packages ]PC S110,000
TOTAL - $1,160,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
Idaho Power Company Generator Interconnection Agreement # 117
I.P.U.C. No. 29, Tariff No. 101 Page 1 of I
Attachment 3
Milestones: (not includine the Transmission Network
• 6/7/10 Construction Funds Received by Idaho Power -
12131/10 IPCO Construction Complete
12/31/10 * !PCO commissioning Complete
The above referenced Milestone dates are estimates only, and not guarantees of meeting or
not meeting any specific date or Milestone.
*This is a revised date, upward in time from 1/15111, based upon Interconnection Customer's
needs and requests. Idaho Power will use reasonable efforts to have IPC's commissioning
completed by 12/31/10. This revised completion date is contingent upon all materials being
delivered on their scheduled delivery dates, the transmission line outage occurring as
scheduled, receiving all necessary local, state and federal permits, including FERC and NEPA,
and construction & regional resources being available.
The parties hereby acknowledge that Idaho Power shall not be liable for any possible damages
associated in any way with Renewable Energy Credits or Attributes, the firm energy sales
agreements, and the like, attributable to Interconnection Customer, or any of the various
projects named on page one of the GIA, should the 12/31/10 date not be met.
Under normal efforts to bring the projects online a normal amount of overtime is utilized.
Because of the interconnection Customer's desire to meet an IPC commissioning date of
12131110, Interconnection Customer hereby authorizes IPC to incur additional expenses,
including additional overtime, lodging, travel, and other expenses needed to bring in other IPC
resources and personnel from other IPC regions as necessary-to wo on this -interconnection.
Note: Idaho Power will use best- efforts to meet the customer desired construction completion date f
11/1.5/10.
Agreed to by; /7
For the Interconnection Customer' / Date/ /
For the-Transmission-Provider .., J Idaho Power Company, Delivery JI4. O - Date _//2.)/ ?
Exhibit 2115
GNR-E-11-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
Idaho Power Company Generator Interconnection Agreement # 117
I.P.U.C. No. 29, Tariff No. 101 Page 1 of 2
Attachment 4
Additional Operating Requirements for the Company's Transmission System and Affected
Systems Needed to Support the Seller's Needs
The Company shall also provide requirements that must be met by the Seller prior to initiating
parallel operation with the Company's Transmission System.
Operating Requirements
The project is required to comply with the applicable Voltage and Current Distortion Limits found in
IEEE Standard 519-1992 IEEE Recommended Practices and Requirements for Harmonic Control in
Electrical Power Systems or any subsequent standards as they may be updated from time to time.
Seller will be able to modify power plant facilities on the generator side of the Interconnection Point with
no impact upon the operation of the transmission system whenever the generation facilities are
electrically isolated from the transmission system via the 10IB switch and a terminal clearance is
issued by Idaho Power Company's Grid Operator.
Voltage flicker at startup and during operation will be limited to less than 5% as measured at the
Interconnection Point. It is preferable to bring each generating unit online separately to minimize
voltage flicker on the distribution system.
Low Voltage Ride Through
The project shall remain interconnected upon the occurrence of a three phase or single phase to
ground fault down to a voltage of zero at locations on Idaho Power's system as close to the
interconnection customer's facilities as Idaho Power Company's King Substation prior to the fault
being cleared for the minimum times stated below before tripping off-line:
• Three phase fault: Normal clearing that takes up to cycles.
• Single phase to ground fault: Delayed clearing that takes up to 50 cycles.
Ground Fault Equipment
The Interconnection Customer will install transformer configurations that provide a ground source to the
transmission system.
Commercial Operation Requirements
The Interconnection Customer will be granted a requested Commercial Operation date only when all
requirements have been met under. this.GIA and Idaho Power Company's Power Sales Agreement. A
transmission service request ('TSR') for this generation has been submitted to Idaho Power
Company's Grid Operations group under TSR 72734375.
Generator Output Lihilt Control ("Re-dispatch" or "GOLC
The Thousand Springs Wind Project will be allowed to deliver the - net output of 101.5MW at the
Interconnection Point , subject- to reductions directed by Idaho Power Company Gild Operations during
transmission system contingencies until the Generator Output Limit Control ('GOLC") is tested and in
operation. The Seller has elected to be subject. to GOLC under. Idaho Public Utility. Commission
('IPUC") Order- No. lPC-E-0621. Once the Thousand Springs Wind Projectis in operation, it ,. will be
able to generate uptrated netoutput of 101:5 -MW subject'to the previsions ofIPUC Order. No. IPC-E-
06-21 and Exhibit: C below referenced by that Order. The following Exhibit C is incltxde& herein from
the Company's Joint Motion to Approve Stipulation and to Dismiss Complaint dated June 13, 2007 in
IPUC Case No. IPC-E-06-21.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No. 29, Tariff No. 101 Page 2 of 2
Exhibit C
The following Idaho Power Network transmission facilities have been identified to be affected by the
addition of the Requesting Projects in the Twin Fails area. An outage of any of these facilities may
result in overloads on the remaining facilities. Such outages may require the initiation of Cassia
Redispatch (also Generation Output Limit Control)
Boise Bench - Midpoint , 230 KV transmission line
Boise Bench - Rattle Snake 230KV transmission line
Rattle Snake - Midpoint 230 KV transmission line
Dram - Midpoint 230 KV transmission line
Hubbard - Danskin 230 KV transmission line
King 1381230 KV transformer
Danskin - Mountain Home Junction 138 Ky transmission line
Upper Salmon - Mountain Home Junction 138 KV transmission line
Lower Malad - Mountain Home Junction 138 Ky transmission line
Upper Salmon - Mountain Home Junction 138 KV line reactor
Lower Malad - Mountain Home Junction 138 KV line reactor
Lucky Peak - Mountain Home Junction 138 KV line reactor
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
Idaho Power Company Generator Interconnection Agreement # 117
IP.1fl.C. No. 29, Tariff No. 101 Page 1 of 1
Attachment 5
Reactive Power Requirements
Idaho Power will determine the reactive power required to be supplied by the Company to the
Seller, based upon information provided by the Seller. The Company will specify the equipment
required on the. Company's system , to. meet the Facility's reactive power. requirements. These
specifications will include but not be limited to equipment specifications, equipment location, Company-
provided equipment, Seller provided equipment; and all costs associated with the equipment; design
and insfallbtlon of the Company-provided equipment; The equipment specifications and requirements
will become an integral part of this Agreement. The Company-owned equipment will be maintained by
the Company, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to the Company by the Seller. Payment of these costs will be in
accordance with Schedule 72 and the total reactive power cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Schedule 72.
The project must be controlled to limit the Var output to +/-8 War. The Seller will be provided a
voltageNar schedule from Idaho Power Grid Operations prior to Commercial Operation of the project
that will provide detailed operational requirements within the var limitations.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
Idaho Power Company Generator Interconnection Agreement # 117
LP.U.C. No 29, Tariff Nd. 101 Pane I of 4
Attachment 6
Company's Description of Special Facilities and Upgrades Required to Integrate the Generation
Facility and Best Estimate of Costs
As provided in Schedule 72 this Attachment describes Upgrades, Special Facilities, including
Network Upgrades and provides an itemized best estimate of the cost of the required facilities.
Distribution Upgrades
Idaho Power will upgrade 34 mile of Idaho Power Company's 138W Bliss - King transmission line from
the Fossil Gulch tap to Idaho Power Company's King substation to accommodate the addition of the
Thousand Springs generation. Replacement of seven air break switches at King substation will also be
required. Due to line outage constraints on the Idaho Power system, the transmission line
reconstruction between the Fossil Gulch Tap and the King Substation will not be feasible until the fall of
2010 Both of these upgrades are necessary prior to interconnecting at the proposed Interconnection
Point
Upgrades to Distrtbrrnon
Bliss-King Transmission Line Upgrade IPC . $400,000
King Substation Upgrades . IPC . $275,000.
TOTAL $615,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Transmission Network Upgrades
Network Upgrades for this project were detailed in a separate Facility Study Report for the Joint Study
Group identified in the March 8 2008 System Impact Study Report for up to 353 MW of New
Generation on the 138kV Transmission System in the Twin Falls Area
1) RepuIatoryReguirements:
A. A number of generation projects seeking Network Resource Interconnection Service, (as
that term is defined in FERC Order 2003 and the Company's FERC approved Open Access
Transmission Tariff ('OAlT")) including the Generation Facility, propose to interconnect to the portion
of the Company's transmission system is located in the Twin Falls, Idaho geographic area, and have
submitted. interconnection requests to the Company during the period January 1, 2005 through
October, 1 2007 (collectively, the 'Requests" or , 'Requesting Projects").
B In accordance with FERC. Order 2003; the Company's OATT, Commission Order No.
30414 and in the interest, of maintaining comparability and economic efficiency in responding to the
Requests, the Company has establlshed:'Joint Study Group One (1)" for the -Requesting Projects.
C Seller is ready. and willing, to start immediate construction of the Generation Facility.
One.or more Reqiesting.Ptojects which precede:or follow-Seller- in-the Joint Study Group One are not
yetpreparedIor immediate; construetion or'may;nobbe construeted;at'alL
2) GeneratIon Outbut Limit: Control:, The Generator Facility is a PURPA QE. Seller will;
at its sole expense, install, operate and maintain the equipment and communications facilities
necessary to enable the Generation Facility to reduce its Maximum Hourly Output to a not-to-exceed
sot point, within ten (10) minutes of when the Company calls for the reduction. The Company will
specify the set point when it notifies Seller of the need to initiate Generation Output Limit Control.
Generation Output Limit Control cannot be used to increase the Generation Facility's output above
such Maximum Hourly Output for then existing turbine and wind conditions. Seller will normally, subject
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 19
Idaho Power Company Generator Interconnection Agreement #117
I.P.U.C. No. 29, Tariff No. 101 Page 2 of 4
to those conditions, seek to maximize the energy output of the Generation Facility, but Generation
Output Limit Control will limit the output of the Generation Facility whenever the Maximum Hourly
Output level would otherwise exceed the required set point in any scheduling hour. Seller has elected
to be subject to Generation Output Limit Control.
3)Cost Risk for Network Upgrades: Network Upgrade costs will be allocated to each
Requesting Project, including the Generation Facility, based on: a) their election of whether to be
subject to Generation Output Limit Control, b) their order in the Joint Study Group One, and c) based
on the megawatt interconnection capacity of each Requesting Project, their prorata share of the cost for
the Network Upgrade required to interconnect one or. more Requesting Project, and the added ,
interconnection capacity of that particular Network Upgrade. The Seller will pay non-reimbursed
amounts of no more than 25% of the actual as-constructed cost of the Generator Facilities currently-
allocated share of the Network Upgrades required to interconnect the Generation Facility without
Generation Output Limit Control (see paragraph 6 below - Sharing of Network Upgrade Costs.
4)Generation Output Limit Control Rights: The Company may issue a set point or limit
and initiate Generation Output Limit Control to respond to transmission system emergencies, or
respond to circumstances where the transmission line(s) identified in Commission Order No. 30414 are
out of service and for which Generation Output Limit Control was determined necessary and did lower
the amount of Network Upgrade cost obligation to the Generation Facility. In most circumstances,
Generation Output Limit Control will not be required when all the lines specified in Commission Order
No. 30414 are in service. Any use of Generation Output Limit Control to establish a set point below the
Generation Facility's capacity shall be pro-rata with other Requesting Projects subject to Generation
Output Limit Control. The Company will not purchase or pay for energy which would have been
produced by the Generation Facility, but for operation of Generation Output Limit Control.
5)Responsibility for Network Upgrade Costs: In addition to funding all costs of directly
interconnecting the Generation Facility to the Company's system, the Seller will pay its pro-rata share
of the Network Upgrade costs actually incurred by the Company to provide firm Network Resource
Interconnection Service to the Generation Facility but the Generation Facility shall not be obligated to
share the on-going operation and maintenance costs of such Network Upgrades.
Seller recognizes that the final cost of its share of the Network Upgrades will not be known until
construction is completed. The Seller also recognizes that its share of the final Network Upgrade cost
will increase or decrease, subject to the provisions of paragraph 6, depending on whether other
Requesting Projects, both earlier and later in the Joint Study Group One are constructed.
6)SharingofNetwork UpgradeCosts:
A. The Seller and the Company will share the five phases of Network Upgrade costs
attributable to the Generation Facility as follows:
1.Phase 1: the Company will assume 100% cost responsibility for Phase 1 and include
this costJnitsrate base:
2.Phases 2, 3, 4 and 5:
(a)23% of the costs will be provided by the Generation Facility as a non-refundable
contribution in aid of. construction ('CIAC").
(b)25% of:thecosts wilIbe funded--by.-the Company and-included-in the Company's
rate base.
(c)50% of the costs will be funded by Generation Facility as an advance in aid of-
construction ("AIAC") subject to refund as provided in paragraph 7 below. As refunds are made,
the refunded amounts will be included in rate base using standard regulatory accounting
principles.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20
Idaho Power Company Generator Interconnection Agreement # 117
IP.U.C. No. 29, Tariff No. 101 Page 3of4
B. As projects in the Joint Study Group One are interconnected, the Company will
reallocate the CIAC and AIAC portions of the costs of Phases 2 through 5. For example, when
additional projects in the Joint Study Group One are constructed after the Generation Facility is
constructed, the Company will collect: monies from these subsequent projects and refund monies to
Seller. It is the Company's intent, that each QF Project in the Joint Study. Group One will pay its
respective pro-rata share s based on. nameplate generation capacity, of each phase of the Network
Upgrade they utilize. Tables 3-7, 8, 9 and 10 in the Settlement Stipulation adopted in Commission
Order No. 30414 illustrate how this re-allocation would occur on a hypothetical basis
7)Reftmd:Provisions: The Seller will be entitled to a cash repayment ; in monthly, equal
installments, for the total MAC amount the Seller advances to the Company for Network Upgrades,
including any tax gross-up or other tax related payments associated with the AIAC for Network
Upgrades. Repayment will be made in accordance with Article 11.4 of the Large Generator
Interconnection Agreement ('LGIA°) included in the Company's OATT and occur over a term not to
exceed ten (10) years after the date the Generation Facility achieves commercial operation. Monthly
repayments will be contingent on the FESA's being in good standing (no uncured defaults) and upon
the Generation Facility achieving a mechanical availability in that month in excess of 50 11/6, defined as
100% multiplied by the ratio of (1) the sum of the capacity available to generate in each hour, over all
hours of the month, divided by (2) the installed capacity multiplied by the number of hours in the month.
In computing the mechanical availability, the capacity available, in each hour will not be reduced from
the installed capacity, if the reason for the reduction is an event of force majeure, (as that term is
defined in the FESA) or a reduction in generation due to Generation Output Limit Control required by
the Company as described in paragraphs 2 and 4.
8)Interest on Refunds: Monthly refund payments on AIAC amounts shall include interest
calculated in accordance with the methodology set forth in FERC regulations at 18 C.F.R.
35.19a(a)(2)(iii) from the date of any payment for Network Upgrades through the date 'on which Seller
receives final repayment.
9)Security for Payment: Until it is finally determined which of' the Projects in the Joint
Study Group One will be constructed and interconnected and the final cost of those interconnections is
determined, upon execution of this Interconnection Agreement Seller will provide and maintain a cash
escrow or a letter of credit to the Company in a form and by an issuer satisfactory to the Company as
security for payment, initially in the amount of: the Generator Facility's allocation of Network Upgrade
costs as provided herein and adjusted from time to time pursuant to the status of' the Requests. The
total security amount at any time will not exceed the amount that: would. be owed if the Requests then
remaining in the Joint. Study. Group One that: are scheduled for construction later than the Generation
Facility is not. constructed, Other QF participants in the Joint Study Group Onewill be held to a similar
requirement.
10)GeneratIon Qutogti Lirnit Control. ProtocolS This Interconnection Agreement
addresses interconnection .ofthe;Generetion 'Facility, to theCompanytransmission:system.witI1 Network:
Resource Interconnection Service. However, SelIer acknowledges that until' sufflcientt Network
Upgrades are installed to allow the Generation Facility to. qualify for Network' Resource Interconnection
Service, the Generation Facility, will be: subject to Generation Output. Limit Ontrot as described' in
paragraphs 2and4i
ii) Notworki Ubrade: Cost Detenulnatlon:. Network Wpgrade; costs, allocated- to the.
Generation Facility for initial fUnding, will be determined' in a comparable manner and with' the same
criteria used by the Company when studying the interconnection of other generation, whose output can
be changed within ten (10) minutes, at other locations on its transmission system. Upon request by the
Generation Facility, the Company will provide a written explanation of the methods and assumptions
leading to any such allocation of Network Upgrade cost obligation to the Generation Facility.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
Idaho Power Company Generator interconnection Agreement # 117
I.P.U.0 No. 29, Tariff No. 101 Page 4of;4
12)Request Uncertainty: The Company will follow good utility practice, the LGIP and
SGIP, and all Commission orders in processing the Joint Study Group One within Idaho Power
Company's Generator Interconnection Queue. Any Requests that fail to meet those requirements to
remain in the Joint Study Group One, or fall to proceed to construct. their interconnection or fail to
initially fund or secure their allocated share of the Network Upgrade costs, will forfeit their position in the
Idaho Power Company Generator , Interconnection Queue and their rights to. the interconnection and
transmission system capacity associated with -their Request
13)Gengration-Faclift., Responsibility for NetWork Upgrade. costs The Company will
initially and throughout the life of the Generation-Facility, consistent with good utility practice, determine
the least- cost solution; given the current status of the Requests in the Joint Study Group One, that will
result in the lowest reasonable allocation of initial funding responsibility for Network Upgrades to the
Generation Facility. The Company will apply the same criteria to all Projects in the Joint Study Group
One.
14)Seller Construction Responsibility
Transmission Network Upgrades (described in Section C below):
Updated cost allocation based on the System Impact Study Report for up to 353 MW of New
Generation on the 138kV Transmission System in the Twin Fells Area dated March 14, 2008.
Description Ownership Estimated Cost
Phase 2 138kV DRAM Series Reactor for Thousand Springs IPC $655,000
Phase 3 138kV Mtn Home Junction Series Reactor for Thousand Springs IPC $352,373
Total $1,007,373
The final cost Will be allocated to the participants remaining in Joint Study Group One upon completion
of the project.
C. Allocation of Transmission Network Upgrade Costs
Seller and Idaho Power will share the actual Network Upgrade costs attributable to the project as
follows:
1.25% of the costs will be provided by Seller as a. non-refundable contribution in aid of
construction ('CIAC").
2.25% of the costs will be funded by.. Idaho Power, and includedinldaho Powers rate base.
3.50% of- the costs- will: be funded by Seller as: an advance in aid of construction ('AIAC") subject
to refund. As refunds are made the refunded amounts. will be included in rate base using
standard regulatory accounting principles.
Repaymentof Credits for Network- Upgrades in accordance with 1PUCOrdor No. 30414:
Transmission Owner Costs (25%) . $25t843.25;
Seller Non-reimbursable Costs •(25%). . . $251,843.25:
Seller Reimbursable COsts (50 9/6). $503;68650.
It should be noted: thabthere- are-other proposed intercenneodon projects. in the same. areas that will; be
using thesamefaeilities that Misr project, wilI need, This will' affbet the. the.preposed
facilities IPC is unable at this time to estimate your pro rata share of the overall costs, as the total cost
is dependent on the level of participation of other parties in the Generator Interconnection queue.
Exhibit 2115
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 22
Idaho Power Company Generator Interconnection Agreement #155 & 299
LP.U.C. No. 29, Tariff No. 101
GENERATOR INTERCONNECTION AGREEMENT
Schedule 72
Golden Valley Wind Park
Projects #155 & 299
12 MW
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
Idaho Power Company Generator Interconnection Agreement # 155 & 299
I.P.U.C. No. 29, Tariff No. 101

Page 1 of I
TABLE OF CONTENTS
RECITALS.............................................................................................................................................. 1
AGREEMENTS............................................................................................................ .......................... 1
1.Capitalized Terms.................... . ............................. . ............................... ............................... I
2.Terms and Conditions .......................................................................................................... I
3.This Agreement is not an agreement to purchase Seller 's power . ...................................... ..1
4.Attachments ......................................................................................................................... I
5.Effective Date, Term. Termination and Disconnection .......................................................... I
5.1 Term of Agreement.
5.2 Termination. ......................................................................................................................... 2
5.3 Temporary Disconnection ..................................................................................................... 2
5, Assignment, Liability, Indemnity, Force ma/euro. Consequential Damages and Default . ...... 5
7.Insurance . ............................................................................................................................ 7
8.Miscellaneous . ........................................................ ............................................................. 7
9.Notices . ................................................................................................................................ 8
10.Signatures . ....................................................................................... .................................... 9
Attachment1 ..........................................................................................................................................I
Attachment2..........................................................................................................................................I
Attachment3..........................................................................................................................................
Attachment4..........................................................................................................................................I
Attachment5..........................................................................................................................................I
Attachment6..........................................................................................................................................I
Exhibit 2116
GNR-E--1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
Idaho Power Company Generator Interconnection Agreement #155 & 299
I.P.U.C. No. 29, Tariff No. 101 Page 1 of 9
This Generator Interconnection Agreement ('Agreement) under Idaho Power Company's
Schedule 72 is effective as of the - day of September, 2010 between Idaho Power Company -
Delivery ("Company or "Transmission Owner") and Golden Valley Wind Park, LLC, an Idaho Limited
Liability Company, ("Sc/er" or "Interconnection Customer").
RECITALS
A.Seller will own or operate Generation Facilities that qualify for service under Idaho
Power's Commission-approved Schedule 72 and any successor schedule.
B.The Generation Facilities covered by this Agreement are more particularly described in
Attachment 1.
AGREEMENTS
1.Capitalized Terms
Capitalized terms used herein shall have the same meanings as defined in Schedule 72 or in the body
of this Agreement.
2.Terms and Conditions
This Agreement and Schedule 72 provide the rates, charges, terms and conditions under which the
Seller's Generation Facilities will interconnect with, and operate in parallel with, the Company's
transmission/distribution system. Terms defined in Schedule 72 will have the same defined meaning in
this Agreement. If there is any conflict between the terms of this Agreement and Schedule 72,
Schedule 72 shall prevail
3.This.Agreernent is not an agreement to nurchase Seller's power.
Purchase of Seller's power and other services that Seller may require will be covered under separate
agreements. Nothing in this Agreement is intended to affect any other agreement between the
Company and Seller.
4 Attachments
Attached to this Agreement—and—included by reference are the following.,
Attachment 1. - Description and Costs of the Generation Facilities, Interconnection
Facilities, and Metering:Equipment
Attachment 2.— One-line Diagram. Depicting, the Generation Facilities, Interconnection
Facilities MbtoringEquipment;andUpgredes
Attachment 3 - Milestones-For Interconnecting the Generation-Facilities.
Attachment' 4— Additional Operating Reqiirements for the Company's. Transmission.
System NOedècLto&ipportthe. Sefier'a. GenerationFacilItlOs.
Attachment — Reactive. Power.
Attachment 6 - Description of Upgrades required to integrate the Generation Facilities
and Best Estimate of Upgrade Costs.
5. Effective Date. Term, Termination and Disconnection.
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3
Idaho Power Company Generator interconnection Agreement # 155 & 299
LP.U.C. No. 29, Tariff No. 101 Page 2 of 9
5.1 Term of AcyreemenL Unless terminated earlier in accordance with the provisions
of this Agreement, this Agreement shall become effective on the date specified above and
remain effective as long as Seller's Generation Facilities are eligible for service under Schedule
72.
5.2 Termination.
5.2.1 Seller may voluntarily terminate this Agreement upon expiration or
termination of an agreement to sell power to the Company.
5.2.2 After a Default, either Party may terminate this Agreement pursuant to
Section 6.5.
5.2.3 Upon termination or expiration of this Agreement, the Seller's Generation
Facilities will be disconnected from the Company's transmission/distribution system.
The termination or expiration of this Agreement shall not relieve either Party of its
liabilities and obligations, owed or continuing at the time of the termination. The
provisions of this Section shall survive termination or expiration of this Agreement.
5.3 Temporary Disconnection. Temporary disconnection shall continue only for so
long as reasonably necessary under Good Utility Practice." Good Utility Practice means any of
the practices, methods and acts engaged in or approved by a significant portion of the electric
industry during the relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the decision was made,
could have been expected to accomplish the desired result at a reasonable cost consistent with
good business practices, reliability, safety and expedition. Good Utility Practice is not intended
to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to
be acceptable practices, methods, or acts generally accepted in the region. Good Utility
Practice includes compliance with WECC or NERC requirements. Payment of lost revenue
resulting from temporary disconnection shall be governed by the power purchase agreement.
5.3.1 Emeruency Conditions. "Emergency Condition" means a condition or
situation: (1) that in the judgment of the Party making the claim is imminently likely to
endanger life or property; or (2) that; in the case of the Company, is imminently likely (as
determined in a. non-discriminatory, manner) to cause a- material adverse effect on the
security of or damage to the Company's transmission/distribution system, the
Company's Interconnection Facilities or the equipment of the Company's customers; or
(3) that, in the case of the Seller, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the reliability and security
of;. or damage to, the Generation Facilities or. the Seller's interconnection FaciIitIes
Under Emergency- Conditions; either the. company or. the- Seller may immediately
suspend. 'interconnection: service., and temporarily , disconnect. the Generation Facilities.
The Company shall notify the Seller promptly- when it becomes aware of an Emergency
Condition that may reasonably be expocted to- affect the. Seller's operation of' the
Generation Facilitlesz The Seller shall:notify the Company promptly when it becomes
aware: of an Emergency. Condition that may.- reasonably be expected to affect the
company's equipment.-, or. service: to: tile. Company's- customer&- To the - extent
information is known, the notification shalt describe the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of both Parties'
facilities and operations, its anticipated duration, and the necessary corrective action.
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
Idaho Power Company Generator Interconnection Agreement # 155 & 299
LP.U.C. No. 29, Tariff No. 101 Page 3 of 9
5.3.2 Routine Maintenance. Construction, and Repair. The Company may
interrupt interconnection service or curtail the output of the Seller's Generation Facilities
and temporarily disconnect the Generation Facilities from the Company's
transmission/distribution system when necessary for routine maintenance construction
and repairs on the Company's transmission/distribution system The Company 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, the Company may not-be able to provide notice to the Seller
prior to interruption, curtailment or reduction of electrical energy deliveries to the
Company. The Company shall use reasonable efforts to coordinate such reduction or
temporary disconnection with the Seller.
5.3.3 Scheduled Maintenance. On or before January 31 of each calendar year,
Seller shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and the Company and Seller shall mutually agree as
to the acceptability of the proposed schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Good Utility Practices, Idaho Power system requirements and the Seller's
preferred schedule. Neither Party shall unreasonably withhold acceptance of the
proposed maintenance schedule.
5.3.4. Maintenance Coordination. The Seller and the Company shall the
extent practical, coordinate their respective transmission/distribution system and
Generation Facility maintenance schedules such that they occur simultaneously. Seller
shall provide and maintain adequate protective equipment sufficient to prevent damage
to the Generation Facilities and Seller-furnished Interconnection Facilities. In some
cases, some of Seller's protective relays will provide back-up protection for Idaho
Power's facilities. In that event, Idaho Power will test such relays annually and Seller will
pay the actual cost of such annual testing.
5.3.5 Forced Outies. During any forced outage, the Company may suspend
interconnection service to effect immediate repairs on the Company's
transmission/distribution system. The Company shall use reasonable efforts to provide
the Seller with prior notice. If prior notice is not given, the Company shall, upon request,
provide the Seller written documentation after the fact explaining the circumstances of
the disconnection.
5.3.6 Adverse Operating Effects, The Company shall notify the Seller as soon
as practicable if, based on Good Utility Practice, operation of the Seller's Generation
Facilities may cause disruption or deterioration of service to other customers- served
from the same electric system or if operating the Generation Facilities could cause
damage to the Company's transmission/distribution system- or other affected systems.
Supporting documentation used-to reach the decision to disconnect shall be provided to
the Seller upon request If, after notice, the Seller falls to remedy the adverse operating
effect within -a:reasonable time, the Company may disconnect, the Generation Facilities.
The- Company she/V provide the Seller with- reasonable notice of such- disconnection,
unless- the provisions oPArticle5.31appIy.
5.3.7 Modification of the Generation Facilities. The Seller must-receive written
authorization from the Company before making any change to the Generation Facilities
that may have a material impact on the safety or reliability of the Company's
transmission/distribution system. Such authorization shall not be unreasonably withheld.
Modifications shall be done In accordance with Good Utility Practice. If the Seller makes
Exhibit 2116
GNR-E--1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
Idaho Power Company Generator Interconnection Agreement #155 & 299
I.P.U.C. No. 29, Tariff No. 101 Page 4 of 9
such modification without the Company's prior written authorization, the fatter shall have
the right to temporarily disconnect the Generation Facilities.
5.3 .8 Reconnection; The Parties shall cooperate with each other to restore the
Generation Facilities, Interconnection Facilities, and the Company's
transmission/distribution system to their normal operating state as soon as reasonably
practicable following a temporary disconnection.
5.3.9 Voltage Levels. Seller, in- accordance with Good Utility Practices, shall
minimize voltage fluctuations and- maintain voltage levels acceptable to Idaho Power;
Idaho Power may, in accordance with Good Utility Practices, upon one hundred eighty
(180) days' notice to the Seller, change its nominal operating voltage level by more than
ten percent (10%) at the Interconnection Point, in which case Seller shall modify, at
Idaho Power's expense, Seller's equipment as necessary to accommodate the modified
nominal operating voltage level.
5.4 Land Rights.
5.4.1 Seller to Provide Access. Seller hereby grants to Idaho Power for the
term of this Agreement all necessary rights-of-way and easements to install, operate,
maintain, replace, and remove Idaho Power's Metering Equipment, Interconnection
Equipment, Disconnection Equipment, Protection Equipment and other Special Facilities
necessary or useful to this Agreement, including adequate and continuing access rights
on property of Seller. Seller warrants that it has procured sufficient easements and
rights-of-way from third parties so as to provide Idaho Power with the access described
above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
5.4.2 Use of Public Rights-of-Way. The Parties agree that it is necessary to
avoid the adverse environmental and operating impacts that would occur as a result of
duplicate electric lines being constructed in close proximity. Therefore, subject to Idaho
Power's compliance with Paragraph 5.4.4, Seller agrees that should Seller seek and
receive from any local, state or federal governmental body the right to erect, construct
and maintain Seller-furnished Interconnection Facilities uponi along and over any and all
public roads, streets and highways, then the use by Seller of such public right-of-way
shall be subordinate to any future use by Idaho Power of such public right-of-way for
construction and/or maintenance of electric distribution and transmission facilities and.
Idaho Power may claim use of such public right-of-way for such purposes at- any time.
Except as required by Paragraph 5.44 ; Idaho Power- shall not be required- to
compensate Seller for exercising its -rights-under this:Paragraph 5.4; 2:
5.4.3 JointUseof Facilities; Subject to Idaho Power's- compliance.- with
Paragraph 15.4:4, Idaho Power may use:and-attach its dlstribution-and/oriransmission
facilities- to Seller's Interconnection Facilities, may reconstruct- Sellerfs- Interconnection
Facilities to accommodate Idaho. Power's usage. or Idaho. Power may constructs its own
distribution or transmission facilities along; over and: above;- any public right'.ofway
acquired from Seller pursuant: W Paragraph 5:42 attaching; Seller's: interconnection
Facilities to such: newly constructed- facilities. Except as; required:by: Paragraph; 5;44;
Idaho- Power shall not be required to compensate Seller for exercising its - rights under
this Paragraph 5.4.3.
5.4.4 Conditions of Use. It Is the intention of the Parties that the Seller be left in
substantially the same condition, both financially and electrically, as Seller existed prior
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
Idaho Power Company Generator Interconnection Agreement # 155 & 299
LP.U.C. No. 29. Tariff No. 101 Page 5 of 9
to Idaho Power's exercising its rights under this Paragraph 5.4. Therefore, the Parties
agree that the exercise by Idaho Power of any of the rights enumerated in Paragraphs
5.4.2 and 5.4.3 shall: (1) comply with all applicable laws, codes and Good Utility
Practices, (2) equitably share the costs of installing, owning and operating jointly used
facilities and rights-of-way; if the Parties are unable to agree on the method of
apportioning these costs, the dispute will be- submitted to the Commission for resolution
and the decision of the Commission will be binding on the Parties, and (3) shall-provide
Seller with an interconnection to 'Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising-its-rights- under this-Paragraph 54
6. Assignment; Liability, Indemnity. Force majeure. consequential Damaqes,andDefault,
6.1 Assignment. This Agreement may be assigned by either Party upon twenty-one
(21) calendar days prior written notice and opportunity to object by the other Party; provided
that:
6.1.1 Either Party may assign this Agreement without the consent of the other
Party to any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this Agreement.
6.1.2 The Seller shall have the right to contingently assign this Agreement,
without the consent of the Company, for collateral security purposes to aid in providing
financing for the Generation Facility, provided that the Seller will promptly notify the
Company of any such contingent assignment
6.1.3 Any attempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a-Party's obligations be
enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting
the same financial, credit, and insurance obligations as the Seller. Where required,
consent to assignment will not be unreasonably withheld conditioned or delayed
6.2 Limitation of Liability. Each Party's liability to the other Party for any loss, cost,
claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from
any actor- omission in its performance -of this Agreement; shad-be llmited:to the amount of-direct-
damage actually incurred; In no event shall either Party be liable- to the-other Party for any
indirect, special, consequential, or punitive damages, except as authorized by this Agreement
6.3 Indemnity.
6.3.1' This provision protects eachParty from liability incurredto-third-partfes as
aresuIt-ofcanying out the provisions-of this-Agreement Liabilityiinder this provision is
exempt;from ;thegeneraI limitations on.liabilityfOund-inrArtic!e.61
6.3.2 The- Parties shall: at alI:times-indemnify, defend; and -hoIdfIts other. Party
harmless from, any and: all damages, losses, claims ; including? claims and: actions-
relating to: injury' to' or death- of anyl person: or damage to property, demand; suits,
recoveries;, cosffiand:expenses; court, casfs, attorneylees,. and?a1Iother'obllgatiorie by
or to: tbirdpadies arising i out of or, resulting., from the- other Pei1ys action: or failure to:
meet its obligations-under this Agreement on behalf of the' indemnifying-Party, except- in-
cases of gross negligence or intentional wrongdoing by the indemnified Party.
6.3.3 If an indemnified person is entitled to indemnification under this article as
a result of a claim by a third party, and the indemnifying Party fails, after notice and
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7
Idaho Power Company Generator Interconnection Agreement # 155 & 299
I.P.U.C. No. 29, Tariff No. 101 Page 6 of 9
reasonable opportunity to proceed under this article, to assume the defense of such
claim, such indemnified person may at the expense of the indemnifying Party contest,
settle or consent to the entry of any judgment with respect to, or pay in full, such claim.
Failure to defend is Material Breach.
6.3.4 If an indemnifying party is obligated to indemnify and hold any
indemnified person. harmless under this article, the amount owing to the indemnified
person shall be the amount of such indemnifIed person's actual loss, net of any
insurance or other recovery;
6.3.5 Promptly after receipt by an indemnified person of any claim or notice of
the commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the indemnified person
shall notify the indemnifying party of such fact. Any failure of or delay in such notification
shall be a Material Breach and shall not affect a Party's indemnification obligation unless
such failure or delay is materially prejudicial to the indemnifying party.
6.4 Force Maieure. As used in this Agreement, Force Majeure" or an event of
Force Mojeure" means any cause beyond the control of the Seller or of the Company 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, or
changes in law or regulation occurring after the Operation Date, which, by the exercise of
reasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. if either Party is rendered wholly or in
part unable to perform its obligations under this Agreement because of an event of Force
Majeure, both Parties shall be excused from whatever performance is affected by the event of
Force Majeure, provided that
(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 causing
the suspension of performance and which could and should have been fully performed
before such occurrence shall be excused as a result of such occurrence.
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
Idaho Power Company Generator Interconnection Agreement #155 & 299
LP.U.C. No. 29, Tariff No. 101 Pane 7 of 9
6.5 Default and Material Breaches.
6.5.1 Defaults. If either Party fails to perform any of the terms or conditions of
this Agreement (a Default" or an Event ofDefaulr), the nondefaulting 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 nondefaulting Party may, at its option, terminate this Agreement and/or pursue
its legal or equitable remedies.
6.5.2 Material Breaches. The notice and cure provisions in Paragraph 6.6 .1 do
not apply to Defaults identified in this Agreement as Material Breaches. Material
Breaches must be cured as expeditiously as possible following occurrence of the
breach.
Insurance.
During the term of this Agreement, Seller shall secure and continuously carry the following
insurance coverage:
7.1 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.
72 The above insurance coverage shall be placed with an insurance company with
an A.M. Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss
payee as applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of
liability reduced without sixty (60) days' prior written notice to Idaho Power.
7.3 Seller to Provide Certificate of Insurance. As required in Paragraph 7 herein and
annually thereafter, Seller shall furnish the Company a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
7.4 Seller to Notify Idaho Power of Loss of Coverage - if the insurance coverage
required by Paragraph 7.1 shall lapse for any reason, Seller will immediately notify- Idaho Power
in writing. The notice will advise Idaho. Power of the specific reason for the lapse. and the steps
Seller is taking to reinstate the coverage. Failure to provide this- notice and to. expeditiously
reinstate or replace the coverage will constitute grounds for a. temporary disconnection under
Section 5;3 and will be a Material Breach.
8;1 Miscellaneous.
8.1 Governing Law. The validity, interpretation and enforcement of this Agreement
and each of its provisions shall be governed by the laws of the state of Idaho without regard to
its conflicts of law principles.
8.2 Salvage. No later than sixty (60) days after the termination or expiration of this.
Agreement, Idaho Power will prepare and forward to Seller an estimate of the remaining value
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
Idaho Power Company Generator Interconnection Agreement # 155 & 299
LP.U.C. No. 29, Tariff No. iOi PageS of 9
of those Idaho Power furnished Interconnection Facilities as required under Schedule 72 and/or
described in this Agreement, less the cost of removal and transfer to Idaho Power's nearest
warehouse, if the Interconnection Facilities w1I be removed. If Seller elects not to obtain
ownership of the Interconnection Facilities but instead wishes that Idaho Power reimburse the
Seller for said Facilities the Seller may invoice Idaho Power for the net salvage value as
estimated by Idaho Power and Idaho Power shalt pay such amount to Seller within thirty (30)
days after receipt: of the invoice. Seller shalihave the right to offset the invoice amount against
any present or future payments due Idaho Power.
Notices:
9.1 General. Unless otherwise provided in this Agreement, any written notice,
demand, or request required or authorized in connection with this Agreement ("Notice) shall be
deemed properly given if delivered in person, delivered by recognized national courier service,
or sent by first class mail, postage prepaid, to the person specified below:
If to the Seller:
Interconnection Customer: Idaho Wind Partners 1, L.LC
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: sfeve.eisenberg©reunionpower.com
If to the Company:
Company: Idaho Power Company - Delivery
Attention: Operations Manager
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone] Fax: [phone]
9.2 Billing and Payment. Billings and payments shall be sent to the addresses set
out below:
If to the Seller:
Idaho Wind Partners 1, LLC
Attention: RP Wind ID LLC, Managing Member-
82 Elm Street, P.O; Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: steve.eisenbergreunionpowercom
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
Idaho Power Company Generator Interconnection Agreement # 155 & 299
I.P.U.C. No. 29 Tariff No. 101 Pace 9 of 9
If to the Company:
Idaho Power company - Delivery
Attention: Corporate Cashier
P.O. Box447
Salt Lake City, Utah 84110-0447
Phone: [phone]
Email: [e-mail]
93 Design alert Operating Represenfafwe. The Parties may also designate
operating: representatives to conduct the communications which may be necessary or
convenient for the administration of this Agreement. This person will also serve as the point of
contact with respect to operations and maintenance of the Party's facilities.
Sellers Operating Representative
Idaho Wind Partners 1, LLC
ale RP Operations Company, LLC
Attention: General Manager
Address: Alan Drive
Jerome, ID 83338
Phone: Fax:
Company's Operating Representative:
Idaho Power Company - Delivery
Attention: Regional Outage Coordinator - Regional Dispatch
1221 W. Idaho Street
Boise, Idaho 83702
Phone [phone]; or 388-5175 during regular business hours
(after hours Southern Region 208-388-5190).
9.5 Changes to the Notice Information. Either Party may change this information by
giving five (5) Business Days written notice prior to the effective date of the change.
10. Signatures.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly, authorized representatives.
Park LW
Name:
Date: 7
Name:
Title: Manager, Grid' Operations:_ Idaho Power COmpany, Delivery
Date: 9/z 3/ ,
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Idaho Power Company Generator Interconnection Agreement # 155 & 299
LP.IJ.C. No. 29, Tariff No. 101 Pane 1 of 2
Attachment 1
Description and Costs of the Generation Facility, Interconnection Facilities and Metering
Equipment
In this attachment the Generation Facility and Interconnection Facilities, including Special
Facilities and upgrades, are itemized and identified as being owned by the Seller or the Company. As
provided in Schedule 72, Payment For lnferconneqtion FaciIities the Company will provide a best
estimate itemized cost of its Interconnection Facilities, including Special Facilities, upgrades and
Metering Equipment.
General Facility Description
Interconnection Service will be provided at 12.5 kV for the integration of the Golden Valley Wind Farm
Project. The proposed generation project will consist of replacing 2 distribution circuit breakers at Idaho
Power company's Golden Valley Substation, reconductoring the existing GNVY-01 3 distribution feeder,
and installing interconnection facilities for the wind farm in Cassia County, Idaho.
Idaho Power will install and own the interconnection facilities and tie to Idaho Power Company's GNVY-
013 distribution feeder. The Seller will install and own the wire from the X-10 structure to the wind farm.
See single line drawing included as Attachment 2. The total project output is 12 MW.
Interconnection Point
The Interconnection Point for the Golden Valley Wind Project will be the generator side of Idaho Power
Company's X-10 disconnect switches on Idaho Power Company's 12.5 kV (GNVY-013) distribution line,
in Cassia County. Idaho (near Township 11 South, Range 22 East, Sections 29 and 32). A drawing
identifying the Interconnection Point is included as Attachment 2.
Seller's interconnection Facilities
The Seller will install the distribution circuits to the wind park and generation facilities for Golden Valley
Wind Park. All interconnection equipment electrically located on the generator side of the
interconnection point shall be owned and maintained by the Seller.
Other Facilities Provided by Seller
Telecommunications
The Seller will install two communication circuits between the interconnection site and a location, or
locations, specified by Idaho Power Company. One of the circuits will be a dedicated 4-wire leased
analog circuit connected to the SEL 311C relay and the other will be a POTS dial-up circuit to the
revenue meters The Seller is responsible for supplying and coordinating the installation of the phone
lines and paying the monthly service charges. The communication circuits will need to be installedand
operational prior to generating into the Idaho Power system.
Property, Site Work and Station Building
The Seller. will clear, the area of all vegetation and level the area where Idaho Power's interconnection
equipment will be instalIed Seller will make sum this area will be kept clear of weeds and vegetation
throughout the lifeof the project
Easementsand:Rightof Way,
The Sellerwill provide an easement(10fset; 5 feet on each side ofthe centerline) forthe new distribution
interconnection facilities being installed for the project
Idaho Power Company's Interconnection Facilities
Idaho Power Company will install a tap to the Golden Valley 013 distribution line with 2 disconnect
switches, 12.5 kV recloser, and associated relay and metering equipment in the substation yard to the
Interconnection Point for the generator facility. See attached single line drawing.
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
Idaho Power Company Generator Interconnection Agreement # 155 & 299
IP.U.C. No. 29, Tariff No. 101 Pac*e.2of2
Idaho Power will install a standard generation interconnection package in line with the existing
distribution feeder. The new interconnection package will include four (4) distribution poles to mount a
local service transformer, solid blade disconnects primary metering package recloser, relays fuses
and riser necessary for the package. The interconnection will be controlled by a SEL-311C line
protection relay.
Idaho Power will provide an interconnection point -for an overhead • connection to the wind farm on the
last pole containing the X-1 0 disconnect switches.
If desired by customer, a 2" conduit Will be installed alongside the underground primary to facilitate
information exchange to the customer about the recloser. (The Seller is responsible for providing and
installing the appropriate cable and conduit.)
All interconnection equipment electrically located on the utility side of the interconnection point shall be
owned, operated, and maintained by Idaho Power Company.
Estimated Cost & Ownershie (in 2008 dollars)
Description Owner
Estimated
lCost
Generation Facilities ___________
Golden Valley Wind Park ISeller Nil
Interconnection Facilities
12.5 kV Interconnection Facility [company $145,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
Milestones (not includina the Network Uoarades for the Joint Study Group)
6
iUlmtrnr
Construction Funds Received by IPC
1115110 Interconnection Facility Commissioning-Completefor-Reduced:Generation
Output of up to 6-MW
1115111 IPCO Construction complete
2/1/Il IPCO Commissioning complete
Idaho Power Company Generator Interconnection Agreement U 155 & 299
LP.U.C. No. 29, Tariff No. 101 Page 1 of I
Attachment 3
Agreed to by:
For the Interconnection Customer
For the Transmission Provider
Idaho Power Company, Delivery
Exhibit 2116
GNR-E--1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
Idaho Power Company Generator Interconnection Agreement # 155 & 299
I.P.U.C. No. 29, Tariff No. 101 Paae 1 of 2
Attachment 4
Additional Operating Requirements for the Company's Transmission System and Affected
Systems Needed to. Support, the Seller's Needs
The Company shall also provide requirementsthat must be met by the Seller prior to initiating
parallel operation , with the Company's Transmission System.
Operating Requirements
The project is required to comply with the applicable Voltage and Current Distortion Limits found in
IEEE Standard 519-1992 IEEE Recommended Practices and Requirements for Harmonic Control in
Electrical Power Systems or any subsequent standards as they may be updated from time to time.
Seller will be able to modify power plant facilities on the generator side of the Interconnection Point with
no impact upon the operation of the distribution system whenever the generation facilities are
electrically isolated from the distribution system via the R-9 Recloser and the X-10 disconnect switches
and a terminal clearance is issued by Idaho Power Company's Grid Operator.
Voltage flicker at startup and during operation will be limited to less than 5% as measured at the
Interconnection Point. It is preferable to bring each generating unit online separately to minimize
voltage flicker on the distribution system.
Low Voltage Ride Through
The project shall remain interconnected upon the occurrence of a three phase or single phase to
ground fault down to a voltage of zero at locations on Idaho Power's system as close to the
interconnection customer's facilities as Idaho Power Company's Golden Valley Substation prior to
the fault being cleared for the minimum times stated below before tripping off-line:
• Three phase fault: Normal clearing that takes up to 9 cycles.
• Single phase to ground fault: Delayed clearing that takes up to 50 cycles.
Ground FaultEquipment
The Seller will install transformer configurations that will limit the contributionof ground fault current to 20
amps or less
Commercial Operation Requirements
The Seller will be granted a requested Commercial Operation Date only when all requirements have
been met under this G1A and Idaho Power Company's Power- Sales Agreement A transmission
service request- ('TSR") for this generation has been submitted to Idaho Power Company's Grid
Operations group under TSR 72734375.
Generator -Output -Limit. Control ('Re-dispatch" or "GOLC")
The Golden Valley Wind Project will be allowed- to deliver the net' output - Of 11.52- MW at the
Interconnection Point-subject-tO reductions directed by- Company. Grid Operationsduring- transmission
system- contingencies. until-the Generator- Output Limit Control ('GOLC) is-tested and in operation. The
Seller has , elected.to be- subject; to GOLC under Idaho Public Utility Commission ('iPUc"). Order No.
IPcE06;21c Once: the: GoldenVaIley Wind- Project is- in- operation, it; willbe- able- to generate up to
rated; net*, output;of- 1:1.62 MWsubject- to. the provisions-of lPUCOrderNo IPC-E-06-21 and: Exhibit C
below, referenced by- that Order. The following Exhibit; C --is included- herein from the Company's Joint
Motion to Approve Stipulation and to Dismiss Complaint dated June 13, 2007 in IPUC Case No. IPC-E-
06-21 -
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
Idaho Power Company Generator Interconnection Agreement #155 & 209
I.P.U.C. No. 29, Tariff No. 101 Pace 2pi2
Exhibit C
The following Idaho Power Network transmission facilities have been identified to be affected by the
addition of the Requesting Projects in the Twin Falls area. An outage of any of these facilities may
result in overloads on the remaining facilities. Such outages may require the initiation of Cassia
Redispatch (also Generation Output Limit Control).
Boise Bench - Midpoint 230 K transmission tine
Boise Bench - Rattle Snake 230 K transmission line
Rattle Snake - Midpoint 230 KV transmission line
Dram - Midpoint 230 KV transmission tine
Hubbard - Danskin 230 KV transmission line
King 1381230 KV transformer
Danskin - Mountain Home Junction 138 K transmission line
Upper Salmon - Mountain Home Junction 138 KV transmission line
Lower Malad - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 K line reactor
Lower Malad - Mountain Home Junction 138 KV line reactor
Lucky Peak - Mountain Home Junction 138 KV line reactor
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power Company Generator Interconnection Agreement # 155 & 299
J.P.U.C. No. 29, Tariff No. 101 Page 1 of I
Attachment 5
Reactive Power Requirements
Idaho Power will determine the reactive power required to be supplied by the Company to the
Seller, based upon information provided: by the Seller. The Company will specify the equipment
required' on the company's system to meet the Facility's reactive power. requirements; These
specifications will include but not be limited to equipment specifications, equipment location, Gompany-
provided equipment. Seller provided equipment, and all costs associated with the equipment, design
and installation of the Company-provided equipment. The equipment specifications and requirements
will become an integral part of this Agreement. The Company-owned equipment will be maintained by
the Company, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to the Company by the Seller. Payment of these costs will be in
accordance with Schedule 72 and the total reactive power cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Schedule 72.
The project must be controlled to operate at unity power factor.
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
Idaho Power Company Generator Interconnection Agreement # 155 & 299
I.P.U.C. No. 29, Tariff No. 101 Page 1 of 4
Attachment 6
Company's Description of Special Facilities and Uxades Required to Integrate the Generation
Facility and Best Estimate of Costs
As provided in Schedule 72 this Attachment describes Upgrades, Special Facilities, including
Network Upgrades, and provides an-itemized best estimate of the cost of the required facilities
Distribution Upgrades
The proposed project will consist of replacing 2 distribution circuit breakers at Idaho Power Company's
Golden Valley Substation, reconductoring the existing GNVY013 distribution feeder, and installing
interconnection facilities.
olden Valley Substation Breaker Replacement lCompany $178,000
Upgrade GNW-013 Distribution Feeder Company $150,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Transmission Network Upgrades
Network Upgrades for this project were detailed in a separate Facility Study Report for the Joint Study
Group identified in the March 14, 2008 System Impact Study Report (SISR) for up to 353 MW of New
Generation on the 138kV Transmission System in the Twin Falls Area.
1) Regulatory Requirements:
A.A number of generation projects seeking Network Resource Interconnection Service, (as
that term is defined in FERC Order 2003 and the Company's FERC approved Open Access
Transmission Tariff ("OATT")) including the Generation Facility, propose to interconnect to the portion
of the Company's transmission system is located in the Twin Falls. Idaho geographic area, and have
submitted interconnection requests to the Company during the period January 1, 2005 through
October 1, 2007 (collectively, the Requests" or 'Requesting Projects").
B.In accordance with FERC Order 2003, the Company's OATT, Commission Order No.
30414 and in the interest of maintaining comparability and economic efficiency in responding to the
Requests, the Company has established 'JointStudy Group One (1)" for the Requesting Projects.
C Seller is ready and willing to start immediate construction of the Generation Facility.
Oneor.-more Requesting Projects which precede or follow Seller in the Joint Study Group One are not:
yet-prepared for immediate construction or.may not be constructed -at-all.
2) Generation OutputUrnitConttok The Generator- Facility isa-PURPAQF. Seller will ;
at its- sole: expense install operate and- maintain: the equipment and- communications facilities
necessary to. enable the- Generation: Facility to reduce-its: Maximum: Hourly Output- to a not-to-exceed'
set point; within ten (10) minutes of when the Company calls for the reduction. The Company- will
specify- the set- point when it: notifies Seller of tile need; to initiate Generation Output Limit Control.
GéneretlOnr OUtput Limit- Control cannot- be used to increase the: Generation Facility's output above
such:MaximumHourIyOutputforthenexistingtiJrbineand;windconditIons; Seller wiIlnormaUy subjecti
to- those: condltions seek to maximize- the- energy- output: of the Generation Facilityi. but Generation.
Output Limit Control will limit the output of the Generation Facility whenever the Maximum Hourly
Output level would otherwise exceed the required set point in any scheduling hour. Seller has elected
to be subject to Generation Output Limit Control.
3) Cost Risk for Network Upgrades: Network Upgrade costs will be allocated to each
Requesting Project, including the Generation Facility, based on: a) their election of whether to be
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
Idaho Power Company Generator Interconnection Agreement # 155 & 299
l.P.U.C. No. 29. Tariff No. 101 Paae2of4
subject to Generation Output Limit Control, b) their order in the Joint Study Group One, and c) based
on the megawatt interconnection capacity of each Requesting Project their prorata share of the cost for
the Network Upgrade required to interconnect one or more Requesting Project and the added
interconnection capacity of that particular Network Upgrade The Seller will pay non reimbursed
amounts of no more than 25% of the actual as-constructed cost of the Generator Facilities currently-
allocated share of the Network Upgrades required to interconnect the Generation Facility without
Generation Output Limit Control (see paragraph 6 below - Sharing of Network Upgrade Costs.
4)Generation Output Limit Control Rights: The Company may issue a set point or limit
and initiate Generation Output Limit Control to respond to transmission system emergencies or
respond to circumstances where the transmission line(s) identified in Commission Order No 30414 are
out of service and for which Generation Output Limit Control was determined necessary and did lower
the amount of Network Upgrade cost obligation to the Generation Facility. In most circumstances,
Generation Output Limit Control will not be required when all the lines specified in Commission Order
No. 30414 are in service. Any use of Generation Output Limit Control to establish a set point below the
Generation Facility's capacity shall be pro-rata with other Requesting Projects subject to Generation
Output Limit Control. The Company will not purchase or pay for energy which would have been
produced by the Generation Facility, but for operation of Generation Output Limit Control.
5)Responsibility for Network Upgrade Costs; In addition to funding all costs of directly
interconnecting the Generation Facility to the Company's system, the Seller will pay its pro-rota share
of the Network Upgrade costs actually incurred by the Company to provide firm Network Resource
Interconnection Service to the Generation Facility but the Generation Facility shall not be obligated to
share the on-going operation and maintenance costs of such Network Upgrades.
Seller recognizes that the final cost of its share of the Network Upgrades will not be known until
construction is completed. The Seller also recognizes that its share of the final Network Upgrade cost
will increase or decrease, subject to the provisions of paragraph 8, depending on whether other
Requesting Projects, both earlier and later in the Joint Study Group One are constructed.
6)Sharing of Network Upgrade Costs:
A. The Seller and the Company will share the five phases of Network Upgrade costs
attributable to the Generation Facility as follows:
11 Phase 1: the Company Will assume 100% cost responsibilityfor Phase 1 and include
this cost in its rate base.
2. Phases 2, 3,4 and 5:
(a)25% of the costs will be provided by the Generation Facility as a non-refundable
contribution in aid of construction (CtAC").
(b)25% of thecosts will be funded by the Company andincludedin the Company's
rate base.
(C): 500/6 of the costs will: be: funded by Generation Facility as an advance in aid of:
construction CAM") subject to refund: as provided , in paragraph below As refunds are made,
the refunded amounts will be included in rate base using standard regulatory accounting
principles.
B. As projects in the Joint Study Group One are interconnected, the Company will
reallocate the CIAC and AIAC portions of the costs of Phases 2 through 5. For example, when
additional projects in the Joint Study Group One are constructed alter the Generation Facility is
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 19
Idaho Power Company Generator Interconnection Agreement #155 & 299
LP.U.C. No. 29. Tariff No. 101 Page 3 of 4
constructed, the Company will collect monies from these subsequent projects and refund monies to
Seller. It is the Company's intent that each QF Project in the Joint Study Group One will pay its
respective pro-rata share, based on nameplate generation capacity, of each phase of the Network
Upgrade they utilize. Tables 8-7, 8, 9 and 10 in the Settlement Stipulation adopted in Commission
Order No. 30414 illustrate how this re-allocation would occur on a hypothetical basis.
7)Refund Provisions; The Seller will be entitled-to a cash repayment, in monthly, equal
installments, for the total AIAC amount the Seller advances to the Company for Network Upgrades,
including any tax gross-up or other tax related payments associated with the AIAC for Network
Upgrades. Repayment will be made in accordance with Article. 11.4 of the Large Generator
Interconnection Agreement ("LGIA") included in the Company's OATT and occur over a term not to
exceed ten (10) years after the date the Generation Facility achieves commercial operation. Monthly
repayments will be contingent on the FESA'S being in good standing (no uncured defaults) and upon
the Generation Facility achieving a mechanical availability in that month in excess of 50%, defined as
100% multiplied by the ratio of (1) the sum of the capacity available to generate in each hour, over all
hours of the month, divided by (2) the installed capacity multiplied by the number of hours in the month.
In computing the mechanical availability, the capacity available in each hour will not be reduced from
the installed capacity, if the reason for the reduction is an event of force majeure, (as that term is
defined in the FESA) or a reduction in generation due to Generation Output Limit Control required by
the Company as described in paragraphs 2 and 4.
8)Interest on Refunds: Monthly refund payments on AIAC amounts shall include interest
calculated in accordance with the methodology set forth in FERC regulations at 18 C.F.R.
35.19a(a)(2Xi0) from the date of any payment for Network Upgrades through the date on which Seller
receives final repayment.
9)Security for Payment: Until it is finally determined which of the Projects in the Joint
Study Group One will be constructed and interconnected and the final cost of those interconnections is
determined, upon execution of this Interconnection Agreement Seller will provide and maintain a cash
escrow or a letter of credit to the Company in a form and by an issuer satisfactory to the Company as
security for payment, initially in the amount of the Generator Facility's allocation of Network Upgrade
costs as provided herein and adjusted from time to time pursuant to the status of the Requests. The
total security amount at any time will not exceed the amount that would be owed if the Requests then
remaining in the Joint Study Group One that are scheduled for construction later than the Generation
Facility is not constructed. Other QF participants in the Joint-Study Group One willbe held to a similar.
requirement.
10)Generation Output Limit. Control Protocols: This Interconnection Agreement.
addresses interconnection of the Generation Facility to the Company transmission system with Network
Resource Interconnection Service. However, Seller acknowledges that, until sufficient Network
Upgrades are installed to allow the Generation Facility to qualify for Network Resource Interconnection
Service, the Generation Facility will be subject to Generation Output Limit Control- as described IA:
paragraphs 2 and 4.
11)Network Upqçade Cost Determination: Network Upgrade costs, allOcated to the
Generation Facility fOr- initial- funding, wiWbe determined in a- comparable manner andwith the same
criteria used- by the Company when studying the -interconnection of;other generation i whose:outØut:can
be chenged-withinten-(10) minutes, atother locations'-on its-transmission systemz Upon.requestibythe
Generation Facility, the Company will provide a written explanation of the methods and assumptions
leading to any such allocation of Network Upgrade cost obligation to the Generation Facility.
12)Request Uncertainty: The Company will follow good utility practice, the LGIP and
SGIP, and all Commission orders in processing the Joint Study Group One within Idaho Power
Company's Generator Interconnection Queue, Any Requests that fail to meet those requirements to
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20
Idaho Power Company Generator Interconnection Agreement # 155 & 299
I.P.U.C. No. 29 Tariff No. 101 Page. 4of 4:
remain in the Joint Study Group One, or fail to proceed to construct their interconnection or fail to
initially fund or secure their allocated share of the Network Upgrade costs, will forfeit their position in the
Idaho Power Company Generator Interconnection Queue and their rights to the interconnection and
transmission system capacity associated with their Request.
13)Generation. Facility Responsibility. for Network Upgrade. Costs* The Company will
initially and throughout the life, of the Generation Facility, consistent: with.good.utility practice, detemilne
the least costs solution, given the current status of the Requests in the Joint Study Group One thatwill
result in the lowest reasonable allocation of initial funding responsibility for Network Upgrades to the
Generation Facility. The Company will apply the same criteria to all Projects in the Joint Study Group
One.
14)Seller Construction Responsibility
Transmission Network Upgrades (described in Section C below):
nrnnnn Ownershio Estimated Cost
Phase 5 transmission network upgrades under the Joint System impact
Study Report IPC $685,87
Total $685,875
C. Allocation of Transmission Network Upgrade Costs
Seller and Idaho Power will share the actual Network Upgrade costs attributable to the project as
follows:
-1. 25% of the costs will be provided by Seller as a non-refundable contribution in aid of
construction ('ClAC").
2 25% of the costs will be funded by Idaho Power and included in Idaho Power's rate base.
3. 50% of the costs will be funded by Seller as an advance in aid of construction (AlAC) subject.
to refundi As refunds are made the refunded amounts will be included, in. rate base using.
standard regulatory accounting principles.
I Company: Costs (25%) $171 ,468.75
Non-reimbursable CIAC Costs (25% $171,468,75
[ Reimbursable AIAC Costs (50%) $342,937.501
The final cost will be allocated to the participants remaining in Joint Study Group One upon completion
of the project.
Exhibit 2116
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
Idaho Power Company Generator Interconnection Agreement # 157
IP.U.C. No. 29, Tariff No. 101
GENERATOR INTERCONNECTION AGREEMENT
Schedule 72
Milner Dam Wind Park
Project #157
19.92 MW
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29, Tariff No. 101 Pane 1 of 1
TABLE OF CONTENTS
RECITALS............................................................................................................................. ................. 1
AGREEMENTS...................................................................................................................................... I
1.Capitalized Terms................................................................................................................1
2.Terms and Conditions..........................................................................................................1
3.This Agreement is not an agreement to purchase Seller's power . ........................................ 1
4.Attachments.........................................................................................................................1
5.Effective Date, Tern,, Termination and Disconnection :......................................................... 1
5.1 Term of Agreement...... ................................................... ..................................................... 2
5.2 Termination . ......................................................................................................................... 2
5.3 Temporary Disconnection ..................................................................................................... 2
6.Assignment, Liability, Indemnity. Force majeure, Consequential Damages and Default . ...... 5
7.Insurance . ......................................................................................................................... ...7
8.Miscellaneous . ..................................................................................................................... 7
9.Notices . ................................................................................................................................ 8
10.Signatures. ........................................................................................................................... 9
Attachment1 ..........................................................................................................................................I
Attachment2..........................................................................................................................................1
Attachment3..........................................................................................................................................1
Attachment4..........................................................................................................................................I
Attachment5..........................................................................................................................................I
Attachment6..........................................................................................................................................I
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
Idaho Power Company Generator Interconnection Agreement # 157
I.P.U.C. No. 29, Tariff No. 101 Pane 1 of 9
This Generator interconnection Agreement ("Agreement') under Idaho Power Company's
Schedule 72 is effective as of the day of September, 2010 between Idaho Power Company -
Delivery ("Company" or "Transmission Owner") and Milner Dam Wind Park, LL C, an Idaho Limited
Liability Company, ("Seller" or "Interconnection Customer").
RECITALS
A.Seller will own or operate Generation Facilities that qualify for service under Idaho
Power's Commission-approved Schedule 72 and any successor schedule.
B.The Generation Facilities covered by this Agreement are more particularly described in
Attachment 1.
AGREEMENTS
1.Capitalized Terms
Capitalized terms used herein shall have the same meanings as defined in Schedule 72 or in the body
of this Agreement.
2.Terms and Conditions
This Agreement and Schedule 72 provide the rates, charges, terms and conditions under which the
Seller's Generation Facilities will interconnect with, and operate in parallel with, the Company's
transmission/distribution system. Terms defined in Schedule 72 will have the same defined meaning in
this Agreement. If there is any conflict between the terms of this Agreement and Schedule 72,
Schedule 72 shall prevail
3.This Agreement is not an agreement to purchase Seller's power.
Purchase of Seller's power and other services that Seller may require will be covered under separate
agreements. Nothing in this Agreement is intended to affect any other agreement between the
Company and Seller.
4.Attachments
Attached to this Agreement and included by reference are the following:
Attachment I - Description and Costs of the Generation Facilities, Interconnection
Facilities, and Metering Equipment.
Attachment 2 - One-line Diagram Depicting the Generation Facilities, Interconnection
Facilities, Metering Equipment and Upgrades.
Attachment 3— Milestones For Interconnecting the Generation Facilities.
Attachment 4 - Additional Operating Requirements for the Company's Transmission
System Needed to Support the Seller's Generation Facilities.
Attachment 5— Reactive Power.
Attachment 6 - Description of Upgrades required to integrate the Generation Facilities
and Best Estimate of Upgrade Costs.
5, Effective Date, Term, Termination and Disconnection.
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29, Tariff No. 101 Page 2 of 9

5.1 Term of Agreement. Unless terminated earlier in accordance with the provisions
of this Agreement, this Agreement shall become effective on the date specified above and
remain effective as long as Seller's Generation Facilities are eligible for service under Schedule
72.

5.2 Termination.
5.2.1 Seller may voluntarily terminate this Agreement upon expiration or
termination of an agreement to sell power to the Company.
5.2.2 After a Default, either Party may terminate this Agreement pursuant to
Section 6.5.
5.2.3 Upon termination or expiration of this Agreement, the Seller's Generation
Facilities will be disconnected from the Company's transmission/distribution system.
The termination or expiration of this Agreement shall not relieve either Party of its
liabilities and obligations, owed or continuing at the time of the termination. The
provisions of this Section shall survive termination or expiration of this Agreement.

5.3 Temporary Disconnection. Temporary disconnection shall continue only for so
long as reasonably necessary under "Good Utility Practice." Good Utility Practice means any of
the practices, methods and acts engaged in or approved by a significant portion of the electric
industry during the relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the decision was made,
could have been expected to accomplish the desired result at a reasonable cost consistent with
good business practices, reliability, safety and expedition. Good Utility Practice is not intended
to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to
be acceptable practices, methods, or acts generally accepted in the region. Good Utility
Practice includes compliance with WECC or NERC requirements. Payment of lost revenue
resulting from temporary disconnection shall be governed by the power purchase agreement.
5.31 Emergency Conditions. "Emergency Condition" means a condition or
situation: (1) that in the judgment of the Party making the claim is imminently likely to
endanger life or property; or (2) that, in the case of the Company, is imminently likely (as
determined in a non-discriminatory manner) to cause a material adverse effect on the
security of, or damage to the Company's transmission/distribution system, the
Company's Interconnection Facilities or the equipment of the Company's customers; or
(3) that, in the case of the Seller, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the reliability and security
of, or damage to, the Generation Facilities or the Seller's Interconnection Facilities.
Under Emergency Conditions, either the Company or the Seller may immediately
suspend interconnection service and temporarily disconnect the Generation Facilities.
The Company shall notify the Seller promptly when it becomes aware of an Emergency
Condition that may reasonably be expected to affect the Seller's operation of the
Generation Facilities. The Seller shall notify the Company promptly when it becomes
aware of an Emergency Condition that may reasonably be expected to affect the
Company's equipment or service to the Company's customers. To the extent
information is known, the notification shall describe the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of both Parties'
facilities and operations, its anticipated duration, and the necessary corrective action.
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29, Tariff No. 101 Page 3 of 9
5.3.2 Routine Maintenance, Construction, and Repair. The Company may
interrupt interconnection service or curtail the output of the Seller's Generation Facilities
and temporarily disconnect the Generation Facilities from the Company's
transmission/distribution system when necessary for routine maintenance, construction,
and repairs on the Company's transmission/distribution system. The Company 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, the Company may not be able to provide notice to the Seller
prior to interruption, curtailment or reduction of electrical energy deliveries to the
Company. The Company shall use reasonable efforts to coordinate such reduction or
temporary disconnection with the Seller.
5.3.3 Scheduled Maintenance. On or before January 31 of each calendar year,
Seller shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and the Company and Seller shall mutually agree as
to the acceptability of the proposed schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Good Utility Practices, Idaho Power system requirements and the Seller's
preferred schedule. Neither Party shall unreasonably withhold acceptance of the
proposed maintenance schedule.
5.3.4. Maintenance Coordination. The Seller and the Company shall, to the
extent practical, coordinate their respective transmission/distribution system and
Generation Facility maintenance schedules such that they occur simultaneously. Seller
shall provide and maintain adequate protective equipment sufficient to prevent damage
to the Generation Facilities and Seller-furnished Interconnection Facilities. In some
cases, some of Seller's protective relays will provide back-up protection for Idaho
Power's facilities. In that event, Idaho Power will test such relays annually and Seller will
pay the actual cost of such annual testing.
5.3.5 Forced Outages. During any forced outage, the Company may suspend
interconnection service to effect immediate repairs on the Company's
transmission/distribution system. The Company shall use reasonable efforts to provide
the Seller with prior notice. If prior notice is not given, the Company shall, upon request,
provide the Seller written documentation after the fact explaining the circumstances of
the disconnection.
5.3.6 Adverse Operating Effects. The Company shall notify the Seller as soon
as practicable 11 based on Good Utility Practice, operation of the Seller's Generation
Facilities may cause disruption or deterioration of service to other customers served
from the same electric system, or if operating the Generation Facilities could cause
damage to the Company's transmission/distribution system or other affected systems.
Supporting documentation used to reach the decision to disconnect shall be provided to
the Seller upon request. If, after notice, the Seller fails to remedy the adverse operating
effect within a reasonable time, the Company may disconnect the Generation Facilities.
The Company shall provide the Seller with reasonable notice of such disconnection,
unless the provisions of Article 5.3.1 apply.
5.3.7 Modification of the Generation Facilities. The Seller must receive written
authorization from the Company before making any change to the Generation Facilities
that may have a material impact on the safety or reliability of the Company's
transmission/distribution system. Such authorization shall not be unreasonably withheld.
Modifications shall be done in accordance with Good Utility Practice. If the Seller makes
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
Idaho Power Company Generator Interconnection Agreement # 157
I.P.U.C. No. 29. Tariff No. 101 Paae 4 of 9
such modification without the Company's prior written authorization, the latter shall have
the right to temporarily disconnect the Generation Facilities.
5.3.8 Reconnection. The Parties shall cooperate with each other to restore the
Generation Facilities, Interconnection Facilities, and the Company's
transmission/distribution system to their normal operating state as soon as reasonably
practicable following a temporary disconnection.
5.3.9 Voltage Levels. Seller, in accordance with Good Utility Practices, shall
minimize voltage fluctuations and maintain voltage levels acceptable to Idaho Power.
Idaho Power may, in accordance with Good Utility Practices, upon one hundred eighty
(180) days' notice to the Seller, change its nominal operating voltage level by more than
ten percent (10%) at the interconnection Point, in which case Seller shall modify, at
Idaho Power's expense, Seller's equipment as necessary to accommodate the modified
nominal operating voltage level.
5.4 Land Rights.
5.4.1 Seller to Provide Access. Seller hereby grants to Idaho Power for the
term of this Agreement all necessary rights-of-way and easements to install, operate,
maintain, replace, and remove Idaho Powers Metering Equipment, Interconnection
Equipment, Disconnection Equipment, Protection Equipment and other Special Facilities
necessary or useful to this Agreement, including adequate and continuing access rights
on property of Seller. Seller warrants that it has procured sufficient easements and
rights-of-way from third parties so as to provide Idaho Power with the access described
above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
5.4.2 Use of Public Rights-of-Way, The Parties agree that it is necessary to
avoid the adverse environmental and operating impacts that would occur as a result of
duplicate electric lines being constructed in close proximity. Therefore, subject to Idaho
Power's compliance with Paragraph 5.4.4, Seller agrees that should Seller seek and
receive from any local, state or federal governmental body the right to erect, construct
and maintain Seller-furnished Interconnection Facilities upon, along and over any and all
public roads, streets and highways, then the use by Seller of such public right-of-way
shall be subordinate to any future use by Idaho Power of such public right-of-way for
construction and/or maintenance of electric distribution and transmission facilities and
Idaho Power may claim use of such public right-of-way for such purposes at any time.
Except as required by Paragraph 5.4.4, Idaho Power shall not be required to
compensate Seller for exercising its rights under this Paragraph 5.4.2.
5.4.3 Joint Use of Facilities. Subject to Idaho Power's compliance with
Paragraph 15.4.4, Idaho Power may use and attach its distribution and/or transmission
facilities to Seller's Interconnection Facilities, may reconstruct Seller's Interconnection
Facilities to accommodate Idaho Power's usage or Idaho Power may construct its own
distribution or transmission facilities along, over and above any public right-of-way
acquired from Seller pursuant to Paragraph 5.4.2, attaching Seller's Interconnection
Facilities to such newly constructed facilities. Except as required by Paragraph 5.4.4,
Idaho Power shall not be required to compensate Seller for exercising its rights under
this Paragraph 5.4.3.
5.4.4 Conditions of Use. It is the intention of the Parties that the Seller be left in
sub.stantk!Iy the same condition, both financially and electrically, as Se!!er existed prfrr
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
Idaho Power Company Generator interconnection Agreement # 157
I.P.U.C. No. 29, Tariff No. 101 Page 5 of 9
to Idaho Power's exercising its rights under this Paragraph 5.4. Therefore, the Parties
agree that the exercise by Idaho Power of any of the rights enumerated in Paragraphs
5.4.2 and 5.4.3 shall: (1) comply with all applicable laws, codes and Good Utility
Practices, (2) equitably share the costs of installing, owning and operating jointly used
facilities and rights-of-way; if the Parties are unable to agree on the method of
apportioning these costs, the dispute will be submitted to the Commission for resolution
and the decision of the Commission will be binding on the Parties, and (3) shall provide
Seller with an interconnection to Idaho Powers system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Paragraph 5.4.
6. Assignment, Liability, Indemnity. Force majeure. Consequential Damages and Default.
6.1 Assignment. This Agreement may be assigned by either Party upon twenty-one
(21) calendar days prior written notice and opportunity to object by the other Party; provided
that:
6.1.1 Either Party may assign this Agreement without the consent of the other
Party to any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this Agreement.
6.1.2 The Seller shall have the right to contingently assign this Agreement,
without the consent of the Company, for collateral security purposes to aid in providing
financing for the Generation Facility, provided that the Seller will promptly notify the
Company of any such contingent assignment.
6.1.3 Any attempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a Party's obligations be
enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting
the same financial, credit, and insurance obligations as the Seller. Where required,
consent to assignment will not be unreasonably withheld, conditioned or delayed.
6.2 Limitation of Liability. Each Party's liability to the other Party for any loss, cost,
claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from
any act or omission in its performance of this Agreement, shall be limited to the amount of direct
damage actually incurred. In no event shall either Party be liable to the other Party for any
indirect, special, consequential, or punitive damages, except as authorized by this Agreement.
6.3 Indemnity.
6.3.1 This provision protects each Party from liability incurred to third parties as
a result of carrying out the provisions of this Agreement. Liability under this provision is
exempt from the general limitations on liability found in Article 6.2.
6.3.2 The Parties shall at all times indemnify, defend, and hold the other Party
harmless from, any and all damages, losses, claims, including claims and actions
relating to injury to or death of any person or damage to property, demand, suits,
recoveries, costs and expenses, court costs, attorney fees, and all other obligations by
or to third parties, arising out of or resulting from the other Party's action or failure to
meet its obligations under this Agreement on behalf of the indemnifying Party, except in
cases of gross negligence or intentional wrongdoing by the indemnified Party.
6.3.3 If an indemnified person is entitled to indemnification under this article as
a result of a claim by a third party, and the indemnifying Party fails, after notice and
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7
Idaho Power Company Generator Interconnection Agreement #157
I.P.U.C. No. 29,Tariff No. 101 Pacie6of9
reasonable opportunity to proceed under this article, to assume the defense of such
claim, such indemnified person may at the expense of the indemnifying Party contest,
settle or consent to the entry of any judgment with respect to, or pay in full, such claim.
Failure to defend is a Material Breach.
6.3.4 If an indemnifying party is obligated to indemnify and hold any
indemnified person harmless under this article, the amount owing to the indemnified
person shall be the amount of such indemnified person's actual loss, net of any
insurance or other recovery.
6.3.5 Promptly after receipt by an indemnified person of any claim or notice of
the commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the indemnified person
shall notify the indemnifying party of such fact. Any failure of or delay in such notification
shall be a Material Breach and shall not affect a Party's indemnification obligation unless
such failure or delay is materially prejudicial to the indemnifying party.
6.4 Force Maieure. As used in this Agreement, Force Majeure" or "an event of
Force Majeure" means any cause beyond the control of the Seller or of the Company 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, or
changes in law or regulation occurring after the Operation Date, which, by the exercise of
reasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. If either Party is rendered wholly or in
part unable to perform its obligations under this Agreement because of an event of Force
Majeure. both Parties shall be excused from whatever performance is affected by the event of
Force Majeure, provided that
(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 causing
the suspension of performance and which could and should have been fully performed
before such occurrence shall be excused as a result of such occurrence.
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29, Tariff No. 101 Page 7 of 9
6.5 Default and Material Breaches.
65. I Defaults. If either Party fails to perform any of the terms or conditions of
this Agreement (a Default" or an Event of Default"), the nonde faulting 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 nondefaulting Party may, at its option, terminate this Agreement and/or pursue
its legal or equitable remedies.
6.5.2 Material Breaches. The notice and cure provisions in Paragraph 6.6.1 do
not apply to Defaults identified in this Agreement as Material Breaches. Material
Breaches must be cured as expeditiously as possible following occurrence of the
breach.
7. Insurance.
During the term of this Agreement, Seller shall secure and continuously carry the following
insurance coverage:
71 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.
7.2 The above insurance coverage shall be placed with an insurance company with
an A.M. Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss
payee as applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of
liability reduced without sixty (60) days' prior written notice to Idaho Power.
7.3 Seller to Provide Certificate of insurance. As required in Paragraph 7 herein and
annually thereafter, Seller shall furnish the Company a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
7.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage
required by Paragraph 7.1 shall lapse for any reason, Seller will immediately notify Idaho Power
in writing. The notice will advise Idaho Power of the specific reason for the lapse and the steps
Seller is taking to reinstate the coverage. Failure to provide this notice and to expeditiously
reinstate or replace the coverage will constitute grounds for a temporary disconnection under
Section 5.3 and will be a Material Breach.
8. Miscellaneous.
8.1 Governing Law. The validity, interpretation and enforcement of this Agreement
and each of its provisions shall be governed by the laws of the state of Idaho without regard to
its conflicts of law principles.
8.2 Salvage. No later than sixty (60) days after the termination or expiration of this
Agreement, Idaho Power will prepare and forward to Seller an estimate of the remaining value
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
Idaho Power Company Generator Interconnection Agreement # 157
LPU.C. No. 29, Tariff No. 101 Page 8 of 9
of those Idaho Power furnished Interconnection Facilities as required under Schedule 72 and/or
described in this Agreement, less the cost of removal and transfer to Idaho Power's nearest
warehouse, if the Interconnection Facilities will be removed. if Seller elects not to obtain
ownership of the interconnection Facilities but instead wishes that Idaho Power reimburse the
Seller for said Facilities the Seller may invoice Idaho Power for the net salvage value as
estimated by Idaho Power and Idaho Power shall pay such amount to Seller within thirty (30)
days after receipt of the invoice. Seller shall have the right to offset the invoice amount against
any present or future payments due Idaho Power.
9. Notices.
9.1 General. Unless otherwise provided in this Agreement, any written notice,
demand, or request required or authorized in connection with this Agreement ("Notice") shall be
deemed properly given if delivered in person, delivered by recognized national courier service,
or sent by first class mail, postage prepaid, to the person specified below:
If to the Seller:
Interconnection Customer: Idaho Wind Partners 1, LLC
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: [e-mail]
If to the Company:
Company: Idaho Power Company - Delivery
Attention: Operations Manager
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone] Fax: [phone]
9.2 Billing and Payment. Billings and payments shall be sent to the addresses set
out below:
If to the Seller:
Idaho Wind Partners 1, LLC
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: [e-mail]
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
Idaho Power Company Generator Interconnection Agreement # 157
I.P.U.C. No. 29, Tariff No. 101 Page 9 of 9
If to the Company:
Idaho Power Company - Delivery
Attention: Corporate Cashier
P.O. Box 447
Salt Lake City, Utah 84110-0447
Phone: [phone]
Email: asloan©idahopower.com
9.3 Designated Operating Representative. The Parties may also designate
operating representatives to conduct the communications which may be necessary or
convenient for the administration of this Agreement. This person will also servo as the point of
contact with respect to operations and maintenance of the Party's facilities.
Seller's Operating Representative:
Idaho Wind Partners 1, LLC
do RP Operations Company, LLC
Attention: General Manager
Address: Alan Drive
Jerome, ID 83338
Phone: Fax:
Company's Operating Representative:
Idaho Power Company - Delivery
Attention: Regional Outage Coordinator - Regional Dispatch
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone], or 388-5175 during regular business hours
(after hours Southern Region 208-388-5190).
9.5 Changes to the Notice Information. Either Party may change this information by
giving five (5) Business Days written notice prior to the effective date of the change.
10. Signatures.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
FortheSeller, 5J1áejD p?,Wind Park, LLC
Name: ,474
Title: /'-161itAf
Date:
For 6oipai,
Name: (A J4i/
Title: Manager, Grid Operations - Idaho Power Company, Delivery
Date:
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Idaho Power Company Generator Interconnection Agreement # 157
I.P.U.C. No. 29, Tariff No. 101 Page 1 of 2
Attachment I
Description and Costs of the Generation Facility, Interconnection Facilities and Metering
Equipment
In this attachment the Generation Facility and Interconnection Facilities, including Special
Facilities and upgrades, are itemized and identified as being owned by the Seller or the Company. As
provided in Schedule 72, Payment For Interconnection Facilities, the Company will provide a best
estimate itemized cost of its Interconnection Facilities, including Special Facilities, upgrades and
Metering Equipment.
General Facility Description
The proposed project will consist of adding a new 138134.5 kV 22.4MVA transformer at Milner
Substation. Capacity at the substation will be increased by adding this new 138/34.5 kV transformer
into an existing bay and opening the station bus so that only the feeder with the wind park is on this
transformer. Five miles of distribution and two miles of transmission will be rebuilt to accommodate the
new generation. Interconnection facilities will be added to connect the wind farm to the Idaho Power
Company's 34.5 kV (Milner 043) distribution circuit.
The existing distribution feeder serving this area is MLNR-043. Three miles of this feeder are
underbuilt on existing transmission lines. Two miles of the transmission lines needs to be rebuilt to
accommodate the larger distribution conductor. Five miles of MLNR-043 feeder will be reconductored
with 336AA conductor. The interconnection facilities include 2 disconnect switches, a local service
transformer, recloser, metering, and relaying. The total generation output is 19.92 MW.
Interconnection Point
The Interconnection Point for the Milner Darn Wind Farm Project will be the generator side of Idaho
Power Company's X-83 disconnect switches located at the interconnection site. The project's location
is NE /4 Section 17, TI1S R21E, Cassia County, Idaho. A drawing identifying the Interconnection Point
is included as Attachment 2.
Seller's Interconnection Facilities
Seller will build an overhead distribution circuit connection to the Interconnection Point for the generator
facility. All interconnection equipment electrically located on the generator side of the interconnection
point shall be owned and maintained by the Seller.
Other Facilities Provided by Seller
Telecommunications
The Seller will install two communication circuits between the interconnection site and a location, or
locations, specified by Idaho Power Company. One of the circuits will be a dedicated 4-wire leased
analog circuit connected to the SEL 311 C relay and the other will be a POTS dial-up circuit to the
revenue meter. The Seller is responsible for supplying and coordinating the installation of the phone
lines and paying the monthly service charges. The communication circuits will need to be installed and
operational prior to generating into the Idaho Power system.
Property, Site Work and Station Building
The Seller will clear the area of all vegetation and level the area where Idaho Power's interconnection
equipment will be installed. Seller will make sure this area will be kept clear of weeds and vegetation
throughout the life of the project.
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29, Tariff No. ioi Page 2 of 2
Easements and Right of Way
The Seller will provide an easement (10 feet 5 feet on each side of the centerline) for the new distribution
interconnection facilities being installed for the project.
Metering
As shown on the Milner Dam Wind Park Generation Single Line diagram in Attachment 2, Idaho Power
Company will install bi-directional revenue grade 12.5 kV metering for the Milner Dam Wind Park
Project, to determine real time kilowatt, kilovar, and voltage and accumulated kilowatt hour and kilovar
hour billing quantities in each direction at the Interconnection Point.
Idaho Power Company's Interconnection Facilities
Idaho Power Company will install a tap to the Milner 043 distribution line with 2 disconnect switches,
recloser, and associated relay and metering equipment in the substation yard to the Interconnection
Point for the generator facility. See attached single line drawing.
Idaho Power will install a standard generation interconnection package in line with the existing
distribution feeder. The new interconnection package will include four (4) distribution poles to mount a
local service transformer, solid blade disconnects, primary metering package, recloser, relays, fuses,
and riser necessary for the package. The interconnection will be controlled by a SEL-311C line
protection relay.
All interconnection equipment electrically located on the utility side of the Interconnection Point shall be
owned, operated, and maintained by Idaho Power Company.
Estimated Cost & Ownership (in 2009 dollars)
Description Owner
Estimated
Cost
Generation Facilities
Milner Dam Wind Park Seller NI/
Interconnection Facilities, including metering IPC $145,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
Attachment 3
Milestones (not includina the Network Upgrades for the Joint Study Group)
Date
7120/10
Ill (our
Construction Funds Received by IPC
11/19/10 Interconnection Facility Commissioning Complete for Reduced Generation
Output of up to 6 M
4/15/11 IPCO Construction Complete
5111I1 IPCO Commissioning Complete
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 28, Tariff No. 101 Page 1 of I
Agreed to by:
For the Interconnection Customer
For the Transmission Provider
Idaho Power Company, Delivery
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
Idaho Power Company Generator Interconnection Agreement # 157
I.P.U.C. No. 29, Tariff No. 101 Page 1 of 2
Attachment 4
Additional Operating Requirements for the Company's Transmission System and Affected
Systems Needed to Support the Seller's Needs
The Company shall also provide requirements that must be met by the Seller prior to initiating
parallel operation with the Company's Transmission System
Operating Requirements
The project is required to comply with the applicable Voltage and Current Distortion Limits found in
IEEE Standard 519-1992 IEEE Recommended Practices and Requirements for Harmonic Control in
Electrical Power Systems or any subsequent standards as they may be updated from time to time.
Seller will be able to modify power plant facilities on the generator side of the Point of Interconnection
with no impact upon the operation of the transmission system whenever the generation facilities are
electrically isolated from the transmission system via Idaho Power Company's X-83 disconnect
switches and a terminal clearance is issued by Idaho Power Company's Grid Operator.
Voltage flicker at startup and during operation will be limited to less than 5% as measured at the
Interconnection Point. It is preferable to bring each generating unit online separately to minimize
voltage flicker on the distribution system.
Low Voltage Ride Through
The project shall remain interconnected upon the occurrence of a three phase or single phase to
ground fault down to a voltage of zero at locations on Idaho Power's system as close to the
interconnection customer's facilities as Idaho Power Company's Milner Substation prior to the fault
being cleared for the minimum times stated below before tripping off-line:
• Three phase fault: Normal clearing that takes up to 9 cycles.
• Single phase to ground fault: Delayed clearing that takes up to 50 cycles.
Ground Fault Equipment
The Seller will install transformer configurations that will limit the contribution of ground fault current to 20
amps or less.
Commercial Operation Requirements
The Seller will be granted a requested Commercial Operation Date only when all requirements have
been met under this GIA and Idaho Power Company's Power sales Agreement. A transmission service
request ("TSR") for this generation has been submitted to Idaho Power Company's Grid Operations
group under TSR 72734375.
Generator Output Limit Control ("Re-dispatch" or "GOLC'9
The Milner Dam Wind Project will be allowed to deliver the net output of 19.92 MW at the
Interconnection Point subject to reductions directed by Idaho Power Company Grid Operations during
transmission system contingencies until the Generator Output Limit Control ("GOLC") is tested and in
operation. The Seller has elected to be subject to GOLC under Idaho Public Utility Commission
("IPUC") Order No. 1PC-E-06.21. Once the Milner Dam Wind Project is in operation, it will be able to
generate up to rated net output of 19.92 MW subject to the provisions of IPUC Order No. IPC-E-06-21
and Exhibit C below referenced by that Order. The following Exhibit C is included herein from the
Company's Joint Motion to Approve Stipulation and to Dismiss Complaint dated June 13, 2007 in IPUC
Case No. IPC-E-06-21.
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
Idaho Power Company Generator Interconnection Agreement # 157
I.P.U.C. No. 29. Tariff No. 101 - Page 2 of 2
Exhibit C
The following Idaho Power Network transmission facilities have been identified to be affected by the
addition of the Requesting Projects in the Twin Falls area. An outage of any of these facilities may
result in overloads on the remaining facilities. Such outages may require the initiation of Cassia
Redispatch (also Generation Output Limit Control).
Boise Bench - Midpoint 230 Ky transmission line
Boise Bench - Rattle Snake 230 KV transmission line
Rattle Snake - Midpoint 230 KV transmission line
Dram - Midpoint 230 KV transmission line
Hubbard - Danskin 230 KV transmission line
King 138/230 KV transformer
Danskin - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 KV transmission line
Lower Malad - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 Ky line reactor
Lower Malad - Mountain Home Junction 138 KV line reactor
Lucky Peak - Mountain Home Junction 138 KV line reactor
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 28, Tariff No. 101 Page 1 of 1
Attachment 5
Reactive Power Requirements
Idaho Power will determine the reactive power required to be supplied by the Company to the
Seller, based upon information provided by the Seller. The Company will specify the equipment
required on the Company's system to meet the Facility's reactive power requirements. These
specifications will include but not be limited to equipment specifications, equipment location, Company-
provided equipment, Seller provided equipment, and all costs associated with the equipment, design
and installation of the Company-provided equipment. The equipment specifications and requirements
will become an integral part of this Agreement. The Company-owned equipment will be maintained by
the Company, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to the Company by the Seller. Payment of these costs will be in
accordance with Schedule 72 and the total reactive power cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Schedule 72.
The project must be controlled to operate at unity power factor. Voltage flicker at startup and during
operation will be limited to less than 5% as measured at the Interconnection Point. It is preferable to
bring each generating unit online separately to minimize voltage flicker on the distribution system.
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
Idaho Power Company Generator Interconnection Agreement U 157
LP.U.C. No. 29, Tariff No. ioi Page 1 of 4
Attachment 6
Company's Description of Special Facilities and Up-grades Required to Integrate the Generation
Facility and Best Estimate of Costs
As provided in Schedule 72 this Attachment describes Upgrades, Special Facilities, including
Network Upgrades, and provides an itemized best estimate of the cost of the required facilities.
Distribution Upgrades
Install 22.4 MVA transformer at Mil ner Substation - IPC $715,000
Pole replacement to accommodate distribution conductor increase IPC $370,000
Rebuild 5miles of distribution (MLNR-043) to 336AA IPC $701,00 0
Transmission Network Upgrades
Network Upgrades for this project were detailed in a separate Facility Study Report for the Joint Study
Group identified in the March 14, 2008 System Impact Study Report (SISR) for up to 353 MW of New
Generation on the 138kV Transmission System in the Twin Falls Area.
1) Regulatory Requirements:
A.A number of generation projects seeking Network Resource Interconnection Service, (as
that term is defined in FERC Order 2003 and the Company's FERC approved Open Access
Transmission Tariff ("OATT")) including the Generation Facility, propose to interconnect to the portion
of the Company's transmission system is located in the Twin Falls, Idaho geographic area, and have
submitted interconnection requests to the Company during the period January 1, 2005 through
October 1, 2007 (collectively, the "Requests" or "Requesting Projects").
B.In accordance with FERC Order 2003, the Company's OATT, Commission Order No.
30414 and in the interest of maintaining comparability and economic efficiency in responding to the
Requests, the Company has established "Joint Study Group One (1)" for the Requesting Projects.
C Seller is ready and willing to start immediate construction of the Generation Facility.
One or more Requesting Projects which precede or follow Seller in the Joint Study Group One are not
yet prepared for immediate construction or may not be constructed at all.
2) Generation Output Limit Control: The Generator Facility is a PURPA QF. Seller will,
at its sole expense, install, operate and maintain the equipment and communications facilities
necessary to enable the Generation Facility to reduce its Maximum Hourly Output to a not-to-exceed
set point, within ten (10) minutes of when the Company calls for the reduction. The Company will
specify the set point when it notifies Seller of the need to initiate Generation Output Limit Control.
Generation Output Limit Control cannot be used to increase the Generation Facility's output above
such Maximum Hourly Output for then existing turbine and wind conditions. Seller will normally, subject
to those conditions, seek to maximize the energy output of the Generation Facility, but Generation
Output Limit Control will limit the output of the Generation Facility whenever the Maximum Hourly
Output level would otherwise exceed the required set point in any scheduling hour. Seller has elected
to be subject to Generation Output Limit Control.
3) Cost Risk for Network Upgrades: Network Upgrade costs will be allocated to each
Recjuestinq Proect. including the Generation Facility, based on: a) their election of whether to be
subject to Generation Output Limit Control, b) their order in the Joint Study Group One, and c) based
on the megawatt interconnection capacity of each Requesting Project, their prorate share of the cost for
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29, Tariff No. 101 Page 2 of 4
the Network Upgrade required to interconnect one or more Requesting Project and the added
interconnection capacity of that particular Network Upgrade. The Seller will pay non-reimbursed
amounts of no more than 25% of the actual as-constructed cost of the Generator Facilities currently-
allocated share of the Network Upgrades required to interconnect the Generation Facility without
Generation Output Limit Control (see paragraph 6 below - Sharing of Network Upgrade Costs.
4)Generation Output Limit Control Rights: The Company may issue a set point or limit
and initiate Generation Output Limit Control to respond to transmission system emergencies, or
respond to circumstances where the transmission line(s) identified in Commission Order No. 30414 are
out of service and for which Generation Output Limit Control was determined necessary and did lower
the amount of Network Upgrade cost obligation to the Generation Facility. In most circumstances,
Generation Output Limit Control will not be required when all the lines specified in Commission Order
No. 30414 are in service. Any use of Generation Output Limit Control to establish a set point below the
Generation Facility's capacity shall be pro-rata with other Requesting Projects subject to Generation
Output Limit Control. The Company will not purchase or pay for energy which would have been
produced by the Generation Facility, but for operation of Generation Output Limit Control.
5)Responsibility for Network Upgrade Costs: In addition to funding all costs of directly
interconnecting the Generation Facility to the Company's system, the Seller will pay its pro-rata share
of the Network Upgrade costs actually incurred by the Company to provide firm Network Resource
Interconnection Service to the Generation Facility but the Generation Facility shall not be obligated to
share the on-going operation and maintenance costs of such Network Upgrades.
Seller recognizes that the final cost of its share of the Network Upgrades will not be known until
construction is completed. The Seller also recognizes that its share of the final Network Upgrade cost
will increase or decrease, subject to the provisions of paragraph 6, depending on whether other
Requesting Projects, both earlier and later in the Joint Study Group One are constructed.
6)Sharing of Network Upgrade Costs:
A. The Seller and the Company will share the five phases of Network Upgrade costs
attributable to the Generation Facility as follows -
1 . Phase 1: the Company will assume 100% cost responsibility for Phase 1 and include
this cost in its rate base.
Phases 2, 3, 4 and 5:
(a)25% of the costs will be provided by the Generation Facility as a non-refundable
contribution in aid of construction ("CIAC").
(b)25% of the costs will be funded by the Company and included in the Company's
rate base.
(c)50% of the costs will be funded by Generation Facility as an advance in aid of
construction ("AIAC") subject to refund as provided in paragraph 7 below. As refunds are made,
the refunded amounts will be included in rate base using standard regulatory accounting
principles.
B. As projects in the Joint Study Group One are interconnected, the Company will
reallocate the CIAC and AIAC portions of the costs of Phases 2 through 5. For example, when
additional projects in the Joint Study Group One are constructed after the Generation Facility is
constructed, the Company will collect monies from these subsequent projects and refund monies to
Seller. It is the Company's intent that each QF Project in the Joint Study Group One will pay its
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 19
Idaho Power Company Generator Interconnection Agreement # 157
LP.U.C. No. 29. Tariff No. 101 Page 3 of 4
respective pro-rata share, based on nameplate generation capacity, of each phase of the Network
Upgrade they utilize. Tables B-7, 8, 9 and 10 in the Settlement Stipulation adopted in Commission
Order No. 30414 illustrate how this re-allocation would occur on a hypothetical basis.
7)Refund Provisions: The Seller will be entitled to a cash repayment, in monthly, equal
installments, for the total AIAC amount the Seller advances to the Company for Network Upgrades,
including any tax gross-up or other tax related payments associated with the AIAC for Network
Upgrades. Repayment will be made in accordance with Article 11.4 of the Large Generator
Interconnection Agreement ("LGIA") included in the Company's OATT and occur over a term not to
exceed ten (10) years after the date the Generation Facility achieves commercial operation. Monthly
repayments will be contingent on the FESA's being in good standing (no uncured defaults) and upon
the Generation Facility achieving a mechanical availability in that month in excess of 50%, defined as
100% multiplied by the ratio of (1) the sum of the capacity available to generate in each hour, over all
hours of the month, divided by (2) the installed capacity multiplied by the number of hours in the month.
In computing the mechanical availability, the capacity available in each hour will not be reduced from
the installed capacity, if the reason for the reduction is an event of force majeure, (as that term is
defined in the FESA) or a reduction in generation due to Generation Output Limit Control required by
the Company as described in paragraphs 2 and 4.
8)Interest on Refunds: Monthly refund payments on AIAC amounts shall include interest
calculated in accordance with the methodology set forth in FERC regulations at 18 C.F.R.
35.19a(a)(2)(iii) from the date of any payment for Network Upgrades through the date on which Seller
receives final repayment.
9)Security for Payment: Until it is finally determined which of the Projects in the Joint
Study Group One will be constructed and interconnected and the final cost of those interconnections is
determined, upon execution of this Interconnection Agreement Seller will provide and maintain a cash
escrow or a letter of credit to the Company in a form and by an issuer satisfactory to the Company as
security for payment, initially in the amount of the Generator Facility's allocation of Network Upgrade
costs as provided herein and adjusted from time to time pursuant to the status of the Requests. The
total security amount at any time will not exceed the amount that would be owed if the Requests then
remaining in the Joint Study Group One that are scheduled for construction later than the Generation
Facility is not constructed. Other QF participants in the Joint Study Group One will be held to a similar
requirement.
10)Generation Output Limit Control Protocols: This Interconnection Agreement
addresses interconnection of the Generation Facility to the Company transmission system with Network
Resource Interconnection Service. However, Seller acknowledges that, until sufficient Network
Upgrades are installed to allow the Generation Facility to qualify for Network Resource Interconnection
Service, the Generation Facility will be subject to Generation Output Limit Control as described in
paragraphs 2 and 4.
11)Network Upgrade Cost Determination: Network Upgrade costs, allocated to the
Generation Facility for initial funding, will be determined in a comparable manner and with the same
criteria used by the Company when studying the interconnection of other generation, whose output can
be changed within ten (10) minutes, at other locations on its transmission system. Upon request by the
Generation Facility, the Company will provide a written explanation of the methods and assumptions
leading to any such allocation of Network Upgrade cost obligation to the Generation Facility.
12)Request Uncertainty: The Company will follow good utility practice, the LGIP and
SGIP, and all Commission orders in processing the Joint Study Group One within Idaho Power
Company's Generator Interconnection Queue. Any Requests that fail to meet those requirements to
remain in the Joint Study Group One, or fail to proceed to construct their interconnection or fall to
initially fund or secure their allocated share of the Network Upgrade costs, will forfeit their position in the
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20
Idaho Power Company Generator Interconnection Agreement # 157
IP.U.C. No. 29, Tariff No. 101 Page 4 of 4
Idaho Power Company Generator Interconnection Queue and their rights to the interconnection and
transmission system capacity associated with their Request.
13)Generation Facility Responsibility for Network Upgrade Costs: The Company will
initially and throughout the life of the Generation Facility, consistent with good utility practice, determine
the least cost solution, given the current status of the Requests in the Joint Study Group One, that will
result in the lowest reasonable allocation of initial funding responsibility for Network Upgrades to the
Generation Facility. The Company will apply the same criteria to all Projects in the Joint Study Group
One.
14)Seller Construction Responsibility
Transmission Network Upgrades (described in Section C below):
(rnrhin Fqtimc,tM (st
Phase 5 transmission network upgrades under the Joint System Impact
Study Report IPC $1,175,786.00
Total $1,175,786.00
The final cost will be allocated to the participants remaining in Joint Study Group One upon completion
of the project.
C. Allocation of Transmission Network Upgrade Costs
Seller and Idaho Power will share the actual Network Upgrade costs attributable to the project as
follows:
1.25% of the costs will be provided by Seller as a non-refundable contribution in aid of
construction ("CIAC").
2.25% of the costs will be funded by Idaho Power and included in Idaho Power's rate base.
3.50% of the costs will be funded by Seller as an advance in aid of construction ("AIAC") subject
to refund., As refunds are made the refunded amounts will be included in rate base using
standard regulatory accounting principles.
Company Costs (25%) $293,946.50
Non-reimbursable CIAC Costs (25% $293,946.50
Reimbursable AIAC Costs (50%) $587,893.00
Exhibit 2117
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
Idaho Power Company Generator Interconnection Agreement # 159 & 300
I.P.U.0 No. 29, Tariff No. 101
GENERATOR INTERCONNECTION. AGREEMENT
Schedule 72
SALMON FALLS WIND PARK
Projects # 159 & 300'
21 MW'
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
Idaho Power Company Generator interconnection Agreement #159 & 300
LP.U.C. No. 29, Tariff No. 101 Paae I of I
TABLE OF CONTENTS
tMt!Vi. .......................................................................................................................................
1.capitalized Terms ............................... . .............. . ................................................................. I
2.Terms and Con ditions........................... ................................................................................ 1
1 This Agreement is not an agreement to purchase Seller's Power . ........................................ I
4.Attachments. ............................................................................. . ........................................... .I
5.Effective Date, Term, Termination and Disconnection. ....................................................... ..1
6.Assignment. Liability, Indemnity. Force male ure. Consequential Damages and Default ... .... .5
7.Insurance.................................................................................................................................
8.Miscellaneous.. .................................................................... . ................................. ...... .. ......... 7
9.Notices ............................................. ........................................................................... ........ 8
10.Signatures. ........... . ................................. ..... ...... ................................................................... 9
hrnentI...........................................................................................................................................1
,ment2. .... .... ............................. ... ........ ........................................................................... .. ................ 1
rment3...................................................................................................................... ............... . ... ...I
.i ment4..........................................................................................................................................1
iment5. .................... ............ ... ................................................................ ...... ............... ........... ..... .... ...1
20P1................................................................................................................................................1
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
Idaho Power Company Generator Interconnection Agreement # 159 & 300
LP.U.C. No. 29, Tariff No. 101 Pafle I of 9
This Generator interconnection Agreement ("Agreement") under Idaho Power Company's
Schedule 72 is effective as of the 6th day of October, 2010 between Idaho Power Company - Delivery
(Company" or "Transmission Owner") and Salmon Falls Wind Park LLC an Idaho Limited Liability
Company, (Seller or "Interconnection Customer")
RECITALS
A. Seller will own or operate a Generation Facility that qualifies for service under Idaho
Power's Commission-approved Schedule 72 and any successor schedule.
S. The Generation Facility covered by This Agreement J5 more particularly described in
Attachment 1.
AGREEMENTS
1.Capitalized Terms
Capitalized terms used herein shall have the same meanings as defined in Schedule 72 or in the body
of this Agreement
2.Terms and Conditions
This Agreement and Schedule 72 provide the rates, charges, terms and conditions under which the
Seller's Generation Facility will interconnect with, and operate in parallel with, the Company's
transmission/distribution system. Terms defined in Schedule 72 will have the same defined meaning in
this Agreement. If there is any conflict between the terms of this Agreement and Schedule 72,
Schedule 72 shall prevail.
3.This Agreement is not an agreement to purchase Seller's power
Purchase of Seller's power and other services that Seller may require will be covered under separate
agreements Nothing in this Agreement is intended to affect any other agreement between the
Company and Seller.
4.Attachments
Attached to this Agreement and included by reference are the following
Attachment: I - Description and Costs of the Generation Facility, Interconnection
Facilities, and Metering Equipment.
Attachment 2 - One-line Diagram Depicting the Generation Facility, Interconnection
Facilities, Metering Equipment and Upgrades.
Attachment 3— Milestones For Interconnecting the Generation Facility.
Attachment 4 - Additional Operating Requirements for the Company's Transmission
System Needed to Support the Seller's Generation Facility
Attachment 5— Reactive Power.
Attachment 6—Description of Upgrades required to integrate the GeneràtionFacility and
Best Estimate of Upgrade Costs.
5 Effective Date, Term, Termination and Disconnection.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3
Idaho Power Company Generator Interconnection Agreement #159 & 300
LP.UC. No. 29, Tariff No 101 Paoe 2 of 9
51 Tern, of Agreement. Unless terminated earlier in accordance with the provisions
of this Agreement this Agreement shall become effective on the date specified above and
remain effective as long as Seller's Generation Facility is eligible for seivloe under Schedule 72-
5.2 Termination.
5.2.1 Seller may voluntarily terminate this Agreement upon expiration or
termination of an agreement to sell power to the Company.
5.22 After a Default; either Party may terminate this Agreement pursuant to
Section 65.
5.2.3 Upon termination or expiration of this Agreement, the Seller's Generation
Facility will be disconnected from the Company's transmission/distribution system. The
termination or expiration of this Agreement shall not relieve either Party of its liabilities
and obligations, owed or continuing at the time of the termination. The provisions of this
Section shall survive termination or expiration of this Agreement.
5.3 Temporary Disconnection. Temporary disconnection shall continue only for so
long as reasonably necessary under Good Utility Practice. Good Utility Practice means any of
the practices, methods and acts engaged in or approved by a significant portion of the electric
industry during the relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the decision was made,
could have been expected to accomplish the desired result at a reasonable cost consistent with
good business practices, reliability, safety and expedition. Good Utility Practice is not intended
to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to
be acceptable practices, methods, or acts generally accepted in the region. Good Utility
Practice includes compliance with WECC or NERC requirements. Payment of lost revenue
resulting from temporary disconnection shall be governed by the power purchase agreement
5.3.1 Emergency Conditions. Emergency Condition means a condition or
situation: (1) that in the judgment of the Party making the claim is imminently likely to
endanger life or property; or (2) that, in the case of the Company, is imminently likely (as
determined in a non-discriminatory manner) to cause a material adverse effect on the
security of or damage to the Company's transmission/distribution system, the
Company's Interconnection Facilities or the equipment of the Company's customers; or
(3) that, in the case of the Seller, is imminently likely (as determined in a non-
discriminatory manner) to cause a material adverse effect on the reliability and security
of or damage to, the Generation Facility or the Seller's Interconnection Facilities. Under
Emergency Conditions, either the Company or the Seller may immediately suspend
Interconnection service and temporarily disconnect the Generation Facility. The
Company shall notify the Seller promptly when it becomes aware of an Emergency
Condition that may reasonably be expected to affect the Seller's operation of the
Generation Facility. The Seller shall notify the Company promptly when it becomes
aware of an Emergency Condition that may reasonably be expected to affect the
Company's equipment or service to the Company's customers. To the extent
information is known, the notification shall describe the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of both Parties'
facilities and operations, its anticipated duration, and the necessary corrective action
5.3.2 Routine Maintenance, Construction, and Repair. The Company may
interrupt interconnection service or curtail the output of the Seller's Generation Facility
and temporarily disconnect the Generation Facility from the Company s
transm,ssmnld,stribubon system when necessary for routine maintenance construction
and repairs on the Company's transmission/distribution system. The Company will
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
Idaho Power Company Generator Interconnection Agreement # 159 & 300
LP.U.C. No. 29, Tariff No. 101 Page 3019
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, the Company may not be able to provide notice to the Seller
prior to interruption, curtailment or reduction of electrical energy deliveries to the
Company. The Company shall use reasonable efforts to coordinate such reduction or
temporary disconnection with the Seller.
6. 3.3 Scheduled Maintenance. On or before January31 of each calendar year,
Seller shall submit a written proposed maintenance schedule of significant Facility
maintenance for that calendar year and the Company and Seller shall mutually agree as
to the acceptability of the proposed schedule. The Parties determination as to the
acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Good Utility Practices, Idaho Power system requirements and the Seller's
preferred schedule. Neither Party shall unreasonably withhold acceptance of the
proposed maintenance schedule.
5.3.4. Maintenance Coordination. The Seller and the Company shall, to the
extent practical, coordinate their respective transmission/distribution system and
Generation Facility maintenance schedules such that they occur simultaneously. Seller
shall provide and maintain adequate protective equipment sufficient to prevent damage
to the Generation Facility and Seller-furnished Interconnection Facilities. In some cases,
some of Seller's protective relays will provide back-up protection for Idaho Power's
facilities. In that event, Idaho Power will test such relays annuaNyand Seller will pay the
actual cost of such annual testing.
5.3.5 Forced Outages. During any forced outage, the Company may suspend
interconnection service to effect immediate repairs on the Company's
transmission/distribution system. The Company shall use reasonable efforts to provide
the Seller with prior notice. If prior notice is not given, the Company shall, upon request,
provide the Seller written documentation after the fact explaining the circumstances of
the disconnection.
5.3.6 Adverse Operating Effects. The Company shall notify, the Seller as soon
as practicable i1 based on Good Utility Practice, operation of the Seller's Generation
Facility may cause disruption or deterioration of service to other customers served from
the same electric system, or if operating the Generation Facility could cause damage to
the Company's transmission/distribution system or other affected systems. Supporting
documentation used to reach the decision to disconnect shall be provided to the Seller
upon request. If, after notice, the Seller fails to remedy the adverse operating effect
within a reasonable time, the Company may disconnect the Generation Facility. The
Company shall provide the Seller with reasonable notice of such disconnection, unless
the provisions of Article 5.3.1 apply.
5.3.7 Modification of the Generation Facility. The Seller must receive written
authorization from the Company before making any change to the Generation Facility
that may have a material impact on the safety or reliability of ther Company's
transmission/distribution system. Such authorization shall not be unreasonably withheld.
Modifications shall be done in accordance with Good Utility Practice. If the Seller makes
such modification without the Company's prior written authorization, the latter shall have
the right to temporarily disconnect the Generation Facility.
5.3.8 Reconnection. The Parties .shall cooperate with each other to restore the
Generation Facility Interconnection Facilities and the Company's
transmiss,on/d,stnbution system to their normal operating state as soon as reasonably
practicable following a temporary disconnection.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
Idaho Power Company Generator Interconnection Agreement # 159 & 300
I.P.UC. No. 29, Tariff No. 101 Page 4 o 9
5.3.9 Voltage Levels. Seller, in accordance with Good Utility Practices, shall
minimize voltage fluctuations and maintain voltage levels acceptable to Idaho Power.
Idaho Power may, in accordance with Good Utility Practices, upon one hundred eighty
(180) days' notice to the Seller, change its nominal operating voltage level by more than
ten percent (10%) at the Interconnection Point, in which case Seller shall modify, at
Idaho Power's expense, Seller's equipment as necessary to accommodate the modified
nominal operating voltage level,
5.4 Land Rights.
5.4.1 Seller to Provide Access. Seller hereby grants to Idaho Power for the
term of this Agreement all necessary rights-of-way and easements to install, operate,
maintain, replace, and remove Idaho Power's Metering Equipment, Interconnection
Equipment, Disconnection Equipment, Protection Equipment and other Special Facilities
necessary or useful to this Agreement, including adequate and continuing access rights
on property of Seller. Seller warrants that it has procured sufficient easements and
rights-of-way from third parties so as to provide Idaho Power with the access described
above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power's approval and in recordable form.
5.4.2 Use of Public Rights-of-Way. The Parties agree that it is necessary to
avoid the adverse environmental and operating impacts that would occur as a result of
duplicate electric lines being constructed in close proximity. Therefore, subject to Idaho
Power's compliance with Paragraph 5.4.4, Seller agrees that should Seller seek and
receive from any local, state or federal governmental body the right to erect, construct
and maintain Seller-furnished Interconnection Facilities upon, along and over any and all
public roads, streets and highways, then the use by Seller of such public right-of-way
shall be subordinate to any future use by Idaho Power of such public right-of-way for
construction and/or maintenance of electric distribution and transmission facilities and
Idaho Power may claim use of such public right-of-way for such purposes at any time.
Except as required by Paragraph 5.4.4, Idaho Power shall not be required to
compensate Seller for exercising its rights under this Paragraph 5.4.2.
5.4.3 Joint Use of Facilities. Subject to Idaho Power's compliance with
Paragraph 15.4.4, Idaho Power may use and attach its distribution and/or transmission
facilities to Seller's Interconnection Facilities, may reconstruct Seller's Interconnection
Facilities to accommodate Idaho Power's usage or Idaho Power may construct its own
distribution or transmission facilities along, over and above any public right-of-way
acquired from Seller pursuant to Paragraph 5.4.2, attaching Seller's Interconnection
Facilities to such newly constructed facilities. Except as required by Paragraph 5.4.4,
Idaho Power shall not be required to compensate Seller for exercising its rights under
this Paragraph 5.4.3.
54.4 conditions of Use. ltis the intention of the Parties that the Seller be left in
substantially the same condition both financially and electrically as Seller existed prior
to Idaho Powers exercising its rights under this Paragraph 54 Therefore the Parties
agree that the exercise by Idaho Power of any of the rights enumerated in Paragraphs
5.4.2 and 543 shall (1) comply with all applicable laws codes and Good Utility
Practices (2) equitably share the costs of installing owning and operating jointly used
facilities and rights-of-way. If the Parties are unable to agree on the method of
apportioning these costs the dispute will be submitted to the Commission for resolution
and the decision of the Commission will be binding on the Parties and (3) shall provide
Seller with an interconnection to Idaho Power's system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Paragraph 5.4.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
Idaho Power Company Generator Interconnection Agreement #159 & 300
LPU.C. NO. 29, Tariff No. 101 Page 5:f 9
6. Assignment, Liability. Indemnity, Force majeure. consequential Damages and Default
6.1 Assignment. This Agreement may be assigned by either Party upon twenty-one
(21) calendar days prior written notice and opportunity to object by the other Party; provided
that
64.1 Either Party may assign this Agreement without the consent of the other
Party to any affiliate of the assigning Party with an equal or greater credit rating and with
the legal authority and operational ability to satisfy the obligations of the assigning Party
under this Agreement
6.1.2 The Seller shall have the right to contingently, assign this Agreement,
without the consent of the Company, for collateral security purposes to aid in providing
financing for the Generation Facility, provided that the Seller will promptly notify the
Company of any such contingent assignment.
6.1.3 Any attempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligations, nor shall a Party's obligations be
enlarged, in whole or in part, by reason thereof. An assignee is responsible for meeting
the same financial, credit, and insurance obligations as the Seller. Where required,
consent to assignment will not be unreasonably withheld, conditioned or delayed.
6.2 Limitation of Liability. Each Party's liability to the other Party for any loss, cost,
claim, Injury, liability, or expense, including reasonable attorney's fees, relating to or arising from
any act or omission in its performance of this Agreement, shall be limited to the amount of direct
damage actually incurred. In no event shall either Party be liable to the other Party for any
indirect, special, consequential, or punitive damages, except as authorized by this Agreement.
6.3 Idernnitv
6.3.1 This provision protects each Party from liability incurred to third parties as
a result of carrying out the provisions of this Agreement. Liability under this provision is
exempt from the general limitations on liability found in Article 6.2.
6.32 The Parties shall at all times indemnify, defend, and hold the other Party
harmless from, any and all damages, losses, claims, including claims and actions
relating to injury to or death of any person or damage to property, demand, suits,
recoveries, costs and expenses, court costs, attorney fees, and all other obligations by
or to third parties, arising out of or resulting from the other Party's action or failure to
meet its obligations under this Agreement on behalf of the indemnifying Party, except in
cases of gross negligence or intentional wrongdoing by the Indemnified Party.
6.3.3 If an indemnified person is entitled to indemnification under this article as
a result of a claim by a third party, and the indemnifying Party fails, after notice and
reasonable opportunity to proceed under this article, to assume the defense of such
claim, such indemnified person may at the expense of the indemnifying Party contest,
settle or consent to the entry of any judgment with respect to, or pay in full, such claim.
Failure to defend is Material Breach
6.3.4 If an indemnifying party Is obligated to indemnify and hold any
indemnified person harmless under this article, the amount owing to the indemnified
person shall be the amount of such indemnified persons actual loss, net of any
insurance or other recovery.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7
Idaho Power Company Generator Interconnection Agreement # 159 & 300
LP.U.C. No. 29, Tariff No. 101 Page 6 of 9
6.35 Promptly after receipt by an indemnified person of any claim or notice of
the commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this article may apply, the indemnified person
shall notify the indemnifying party of such fact Any failure of or delay in such notification
shall be a Material Breach and shall not affect a Party's indemnification obligation unless
such failure or delay is matoneily prejudicial to the indemnifying party.
6.4 Farce Maieure. As used in this Agreement, Force Majeure or "an event of
Force Majeure" means any cause beyond the control of the Seller or of the Company 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, or
changes in law or regulation occurring after the Operation Date, which, by the exercise of
reasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. If either Party is rendered wholly or in
part unable to perform its obligations under this Agreement because of an event of Farce
Majeure, both Parties shall be excused from whatever performance is affected by the event of
Force Majeure, provided 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 causing
the suspension of performance and which could and should have been fully performed
before such occurrence shall be excused as a result of such occurrence
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
Idaho Power company Generator Interconnection Agreement #159 &:300
I.PJJ.C. No., 29, Tariff No. 101 PaQel of 9
65 Default and Material Breaches.
6.5.1 Defaults. If either Party fails to perform any of the terms or conditions of
this Agreement (a "Default' or an "Event of Default"), the nondefaulting 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 nondefaulting Party may, at its option, terminate this Agreement and/or pursue
its legal or equitable remedies.
6.5.2 Material Breaches. The notice and cure provisions in Paragraph 6,61 do
not apply to Defaults identified in this Agreement as Material Breaches. Material
Breaches must be cured as expeditiously as possible following occurrence of the
breach.
7. Insurance.
During the term of this Agreement, Seller shall secure and continuously carry the following
insurance coverage.
7.1 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.
7.2 The above insurance coverage shall be placed with an insurance company with
an A.M. Best Company rating of A- or better and shall include:
(a)An endorsement naming Idaho Power as an additional insured and loss
payee as applicable; and
(b)A provision stating that such policy shall not be canceled or the limits of
liability reduced without sixty (60) days' prior written notice to Idaho Power.
7.3 Seller to Provide Certificate of Insurance. As required in Paragraph 7 herein and
annually thereafter, Seller shall furnish the Company a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
7.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage
required by Paragraph 7.1 shall lapse for any reason, Seller will immediately notify Idaho Power
in writing. The notice will advise Idaho Power of the specific reason for the lapse and the steps
Seller is taking to reinstate the coverage. Failure to provide this notice and to expeditiously
reinstate or replace the coverage will constitute grounds for a temporary disconnection under
Section 5.3 and will be a Material Breach.
a Miscellaneous.
8,1 Governing Law. The validity, interpretation and enforcement of this Agreement
and each of its provisions shall be governed by the laws of the state of Idaho without regard to
its conflicts of law principles.
82 Salvage No later than sixty (60) days after the termination or expiration of this
Agreement Idaho Power will prepare and forward to Seller an estimate of the remaining value
of those Idaho Power furnished Interconnection Facilities as required under Schedule 72 and/or
described in this Agreement less the cost of removal and transfer to Idaho Powers nearest
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
Idaho Power Company Generator Interconnection Agreement # 159 & 300
I P.U.C. No. 29 Tariff No. 101 Page 8 of 9
warehouse, if the Interconnection Facilities will be removed, if Seller elects not to obtain
ownership of the Interconnection Facilities but instead wishes that Who Power reimburse the
Seller for said Facilities the Seller may invoice Idaho Power for the net salvage value as
estimated by Idaho Power and Idaho Power shall pay such amount to Seller within thirty (30)
days after receipt of the invoice. Seller shall have the right to offset the invoice amount against
any present or future payments due Idaho Power.
9. Notices.
9.1 General. Unless otherwise provided in this Agreement, any written notice,
demand, or request required or authorized in connection with this Agreement ("Notice I shall be
deemed properly given if delivered in person, delivered by recognized national courier service,
or sent by first class mail, postage prepaid, to the person specified below:
If to the Seller:
Idaho Wind Partners 1, LL
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: s(eve.eisenbergreunionpower.com
If to the Company:
Idaho Power Company - Delivery
Attention: Operations Manager
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone] Fax: [phone]
9.2 Billing and Payment. Billings and payments shall be sent to the addresses set
out below:
If to the Seller:
Idaho Wind Partners 1, LLC
Attention: RP Wind ID LLC, Managing Member
82 Elm Street, P.O. Box 2049
Manchester Center, VT 05255
Phone: [phone] Fax: [phone]
Email: [e-mail]
If to the Company:
Idaho Power Company - Delivery
Attention: Corporate Cashier
P.O. Box 447
Salt Lake City, Utah 84110-0447
Phone: [phone] email: asIoanidahopower.com
9.3 Designated Operating Representative. The Parties may also designate
operating representatives to conduct the communications which may be necessary or
convenient for the administration of this Agreement. This person will also serve as the point of
contact with respect to operations and maintenance of the Party's facilities.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
Idaho Power Company Generator Interconnection Agreement #159 &300
LP,U.C. No. 29 Tariff No. 101 Paae9ôf 9
Seller's Operating Representative:
Idaho Wind Partners 1, U
do RP Operations Company LLC
Attention General Manager
Alan Drive
Jerome, ID 83338
Phone:
Company's Operating Representative:
Idaho Power Company - Delivery
Attention: Regional Outage Coordinator - Regional Dispatch
1221 W. Idaho Street
Boise, Idaho 83702
Phone: [phone], or 388-5175 during regular business hours
(after hours Southern Region 208-388-5190).
9.4 Changes to the Notice Information. Either Party may , change this information by
giving five (5) Business Days written notice prior to the effective date of the change.
10. Siqnatures.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
For the .Seller , Saim 1aIIs Wind Park, LLC
Name.
Title: C)
Date:
For Y /1
Name: ..-_
Title: Manager, Grid Operations - Idaho Power Company, Delivery
Date: __________________
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Idaho Power Company Generator Interconnection Agreement 11159 & 300
iP.U.CNo. 29, Tariff No. 101 Page lof 2
Attachment 1
In this attachment the Generation Facility and Interconnection Facilities, including Special
Facilities and upgrades are itemized and identified as being owned by the Seller or the Company. As
provided in Schedule 72 Payment For Interconnection Facilities, the Company will provide a best
estimate itemized cost of its Interconnection Facilities including Special Facilities, upgrades and
Metering Equipment.
General Facility Description
The proposed wind farm will connect to Idaho Power's existing 34.5kV system on Idaho Power's Blue
Gulch (BIJGU 043) distribution line. The project's location is in Idaho Power's Southern Idaho service
territory in approximately Section 01 of TOgS, RI2E Twin Falls County, Idaho. The total project output
is 21 MW.
Interconnection Point
The Interconnection Point for the Salmon Falls Wind Project will be on the Seller's X disconnect switch in
the interconnection package. A drawing identifying the Interconnection Point is included as Attachment 2.
Seller's Interconnection Facilities
The Seller will install generators, disconnect switches, distribution collector system, transformers,
appropriate grounding measures, and associated auxiliary equipment. Seller will build facilities to the
Interconnection Point for the generator facility including the cable placed inside the provided pole riser.
All interconnection equipment electrically located on the generator side of the Interconnection Point
shall be owned and maintained by the Seller.
Other Facilities Provided by Seller
Telecommunications
The Seller will provide two communication circuits between the interconnection site and a location, or
locations, specified by Idaho Power Company. One of the circuits will be a dedicated 4-wire leased
analog circuit connected to the SEL 31 1C relay and the other will be a POTS dial-up circuit to the
revenue meter. The Seller is responsible for supplying and coordinating the installation of the phone
lines and paying the monthly service charges. The communication circuits will need to be installed and
operational prior to generating into the Idaho Power system.
Monitoring Information
If the Interconnection Customer requires the ability to monitor information related to the Idaho Power
recloser in the generation interconnection package they are required to supply their own
communications circuit to the control box.
Easements
The Interconnection Customer will secure appropriate easements with the land owner for the four-pole
interconnection package Idaho Power will provide the documentation
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
Idaho Power company Generator Interconnection Agreement #159 & 300
l.P.U:CNo.29,TariffNo.101 Page 2of2
Idaho Power Company's interconnection Facilities
Idaho Power will install a standard generation interconnection package on the existing distribution
feeder (BUGU.-042) which will be converted to the proposed BUGU-043. Included in the
interconnection package will be a pole riser for the Generator to install cables to make interconnection
to the Idaho Power system.
The new interconnection package will include four distribution poles to mount a local service
transformer, solid blade disconnects, primary metering package, recloser, relays, fuses and riser
necessary for the package. The interconnection will be controlled by a SEL-31 IC line protection relay.
The relay will be located in a pole mounted enclosure and will also contain a test switch (TS4). SLSS,
dialup modem. 202 modem, isolation interface, power supply, DC converter, control switch and surge
protector.
Permits
Permitting tasks associated with the substation expansion and distribution line rebuild and new
construction will be the responsibility of Idaho Power.
County conditional use permits are likely required within the substation to expand the yard and add the
control building.
It was determined that the proposed distribution line along 400 East falls within the jurisdiction of the
Bureau of Land Management Although the new structures are planned to be installed along the
roadside, the land is in fact owned by the BLM.
Additionally, various sections of the existing distribution feeder that requires upgrades is also on BLM
'and. Therefore, NEPA permitting will be required to grant Idaho Power a grant to install, maintain, and
operate the new distribution line and upgrade the existing distribution line. Often this permitting task can
take one year or more depending on the analysis required by the BLM. Idaho Power is working with the
BLM local field office to expedite the schedule if possible.
Estimated Cost ,&. Ownershlix The follQwing good faith estimates are provided in 2010 dollars
Generation FacHbYes.
Provided by Seller Seller N/A
Interconnection Facilities:
Overhead Generation intercoimetion Package IPCO $200,000
Full payment has been received for this project. Billing for construction activities will be based upon
actual expenditures.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
BY W -j-------- Y WER
POLE 1 POLE 2 POLE 3 POLE 4.
COC)O D - -
- (15 .w
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0 'C (15
ATTACHMENT 2 CD
BUGU 043
34.5kv
sL.
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pc*oci oc,11'rIt
T(15 RITT *CITOA I COMO OF AM m" 'Am 51(1 CAST, 151*1 F*I$ C1*J*TC
IN SMCE BY
Idaho Power Company Generator Interconnection Agreement # 159 & 300
LP.UC. No. 29 Tariff No. 1i31 page lofl
Attachment 3
MikctrniS-
Agreed to by:
For the Interconnection Customer Date_________
) G -
For the Transmission Provider
Idaho Power company, Delivery V1U424 Date_iQ/
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
Idaho Power Company Generator Interconnection Agreement # 159 & 300
LP.LJ.C. No. 29, Tariff No. 101 Pace I of 2
Attachment 4
Additional Operating Requirements for the Company's Transmission System and Affected
Systems Needed to Support the Seller's Needs
The Company shall also provide requirements that must be met by the Seller prior to initiating
parallel operation with the Company's Transmission System.
Operating Requirements
The project is required to comply with the applicable Voltage and Current Distortion Umits found in
IEEE Standard 519-1992 IEEE Recommended Practices and Requirements for Harmonic Control in
Electrical Power Systems or any subsequent standards as they may be updated from time to time.
Seller will be able to modify power plant facilities on the generator side of the Interconnection Point with
no impact upon the operation of the transmission system whenever the generation facilities are
electrically isolated from the transmission system and a terminal clearance is issued by Idaho Power
Company's Grid Operator.
Voltage flicker at startup and during operation will be limited to less than 5% as measured at the
Interconnection Point. For this to occur, the Starting inrush current cannot exceed 355 Amps at the
34.5 kV voltage level, it is preferable to bring each generating unit online separately to minimize
voltage flicker on the distribution system.
The transmission One serving this area is Idaho Power's 138 kV Upper Salmon - Wells line. High
voltage is a problem during light loading conditions in the spring when local hydro generation is high
and this project is in operation. This situation can be present for up to a month from early April to early
May. However, with the Implementation of Phase 5 (KIng 230:138 kV transformer) of the Transmission
System Impact Study those high voltage problems are eliminated during those system conditions. Until
that addition takes place the generation facility will have to curtail up to 15 MW of generation at that
time of year.
Low Vottage Ride Through
The Project shall remain interconnected upon the occurrence of a three phase or single phase to
ground fault down to a voltage of zero at locations on Idaho Power's system as close to the Seller's
facilities as Idaho Power Company's Blue Gulch Station prior to the fault being cleared for the
minimum times stated below before tripping off-line:
• Three phase fault: Normal clearing that takes up to 9 cycles.
• Single phase to ground fault: Delayed clearing that takes up to 50 cycles.
Ground Fault Equipment
The Seller will install transformer configurations and will limit the contribution of ground fault current to
20 amps or less
Commercial Operation Requirements
The Seller will be granted a requested Commercial Operation date only when all requirements have
been met under this GIA and Idaho Power Company's Power Sales Agreement. A transmission
service request (TSR) for this generation has been submitted to Idaho Power Company's Grid
Operations group under TSR 72734375.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
Idaho Power Company Generator Interconnection Agreement #159 & 300
LP.U.C. No. 29, Tariff No. 101 Paqe2of2
Generator Output Limit Control ('Re-dispatch" or "GOLC
The Project will be allowed to deliver the net output of 11.62 MW at the Interconnection Point subject to
reductions directed by Idaho Power Company Grid Operations during transmission system
contingencies until the Generator Output Limit Control ("GOLC) is tested and in operation. The Seller
has elected to be subject to GOLC under Idaho Public Utility Commission ("IPUC) Order No. IPCE-
06.21. Once the Thousand Springs Wind Project is in operation, it will be able to generate up to rated
net output of 11.62 MW subject to the provisions of IPUC Order No. IPC-E-06-21 and Exhibit C below
referenced by that Order. The following Exhibit C is included herein from the Company's Joint Motion
to Approve Stipulation and to Dismiss Complaint dated June 13, 2007 in IPUC Case No. IPCE-06-21.
Exhibit C
The following Idaho Power Network transmission facilities have been identified to be affected by the
addition of the Requesting Projects in the Twin Falls area. An outage of any of these facilities may
result in overloads on the remaining facilities. Such outages may require the initiation of Cassia
Redispatch (also Generation Output Limit Control).
Boise Bench - Midpoint 230 KV transmission line
Boise Bench - Raffle Snake 230 1(V transmission line
Rattle Snake - Midpoint 230 KV transmission line
Dram - Midpoint 230 KV transmission line
Hubbard - Danskin 230 KV transmission line
King 1381230 KV transformer
Danskin - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 1W transmission line
Lower Malad - Mountain Home Junction 138 KV transmission line
Upper Salmon - Mountain Home Junction 138 KV line reactor
Lower Malad * Mountain Home Junction 138 1(V line reactor
Lucky Peak - Mountain Home Junction 138 KV line reactor
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
Idaho Power Company Generator Interconnection Agreement # 159 & 300
LP.U.C. No. 29, Tariff No. 101 Page I of I
Attachment 5
Reactive Power Requirements
Idaho Power will determine the reactive power required to be supplied by the Company to the
Seller, based upon information provided by the Seller. The Company will specify the equipment
required on the Company's system to meet the Facility's reactive power requirements. These
specifications will include but not be limited to equipment specifications, equipment location, Company-
provided equipment, Seller provided equipment, and all costs associated with the equipment, design
and installation of the Company-provided equlpmena The equipment specifications and requirements
will become an integral part of this Agreement. The Company-owned equipment will be maintained by
the Company, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to the Company by the Seller. Payment of these costs will be in
accordance with Schedule 72 and the total reactive power cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Schedule 72.
The project most be controlled to Operate at unity power factor.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners!, LLC
Page 18
Idaho Power Company Generator interconnection Agreement # 159 &300
LP.U.C. No. 29, Tariff No. 101 Page 1 of 5
Attachment 6
As provided in Schedule 72 this Attachment describes Upgrades, Special Facilities, including
Network Upgrades, and provides an itemized best estimate of the cost of the required facilities.
Distribution Upgrades
Idaho Power will upgrade approximately 3.5 miles of the existing distribution feeder to accommodate
the new Salmon Falls Wind Park generation. The feeder will be rebuilt along 400 East and 4700 North.
Additionally, Idaho Power will construct approximately 3.25 miles of new distribution feeder along 400
East. The conductor installed will be 336.4 AAC conductor with a 2/0 ACSR neutral and structures will
be rebuilt as necessary to accommodate the larger conductor in the rebuild section.
The upgraded and newly constructed distribution feeder will be designated as BUGU-043 and will serve
both the Salmon Falls Wind Park and Idaho Power customers. A new. 22 MVA 138-34.5 kV transformer
will be installed at the Blue Gulch substation to accommodate the Salmon Falls Wind Park. Additional
equipment will also be installed inside the existing substation such as feeder breakers and protection, a
bus tie breaker, a small control building, and air-break switches. A new transmission tap will be installed
on the existing Upper Salmon - Wells 138 kV transmission line to serve the new transformer.
There is adequate property to accommodate the new feeder, transformer, and transmission tap. The
existing fence and yard will be extended to the south.
Upgrades to Distribution
Line Reconductord New construction RICO SI ,250,000
Upgrades to Hiuc Gulch Substation
I 38kV Line Tap, 138-34.5kV Transformer, Feeder Protection ll'CO
!071L $3,150,000
Transmission Upgrades
Transmission Network Upgrades for this project were detailed in a separate Facility Study Report for
the Joint Study Group identified in the March 14, 2008 System Impact Study Report for up to 353 MW
of New Generation on the 138kV Transmission System in the Twin Falls Area.
1) Regulatory Requirements;
A.A number of generation projects seeking Network Resource Interconnection Service. (as
that term is defined in FERC Order 2003 and the Company's FERC approved Open Access
Transmission Tariff rOATT")) including the Generation Facility, propose to interconnect to the portion
of the Company's transmission system is located in the Twin Falls Idaho geographic area and have
submitted interconnection requests to the Company during the period January 1 2005 through
October 1, 2007 (collectively, the Requests" or Requesting Projects).
B.In accordance with FERC Order 2003, the Company's OATT, Commission Order No.
30414 and in the interest of maintaining comparability and economic efficiency in responding to the
Requests, the Company has established Joint Study Group One 1)" for the Requesting Projects.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners i, LLC
Page 19
Idaho Power Company Generator Interconnection Agreement # 159 & 300
LP.U.C. No. 29, Tariff No. 'ml Pace 2 of 5
C Seller is ready and willing to start immediate construction of the Generation Facility.
One or more Requesting Projects which precede or follow Seller in the Joint Study Group One are not
yet prepared for immediate construction or may not be constructed at all.
2)Generation Output Limit Control: The Generator Facility is a PURPA OF. Seller will,
at its sole expense, install, operate and maintain the equipment and communications facilities
necessary to enable the Generation Facility to reduce its Maximum Hourly Output to a not-to-exceed
set point, within ten (10) minutes of when the Company calls for the reduction. The Company will
specify the set point when it notifies Seller of the need to initiate Generation Output Limit Control.
Generation Output Limit Control cannot be used to increase the Generation Facility's output above
such Maximum Hourly Output for then existing turbine and wind conditions. Seller will normally, subject
to those conditions, seek to maximize the energy output of the Generation Facility, but Generation
Output Limit Control will limit the output of the Generation Facility whenever the Maximum Hourly
Output level would otherwise exceed the required set point In any scheduling hour. Seller has elected
to be subject to Generation Output Limit Control.
3)Cost Risk for Network Upgrades: Network Upgrade costs will be allocated to each
Requesting Project, including the Generation Facility, based on: a) their election of whether to be
subject to Generation Output Limit Control, b) their order in the Joint Study Group One, and c) based
on the megawatt interconnection capacity, of each Requesting Project, their prorata share of the cost for
the Network Upgrade required to interconnect one or more Requesting Project and the added
Interconnection capacity of that particular Network Upgrade. The Seller will pay non-reimbursed
amounts of no more than 25% of the actual as-constructed cost of the Generator Facilities currently-
allocated share of the Network Upgrades required to interconnect the Generation Facility without
Generation Output Limit Control (see paragraph 6 below - Sharing of Network Upgrade Costs.
4)Generation Output Limit Control Rights: The Company may issue a set point or limit
and initiate Generation Output limit Control to respond to transmission system emergencies, or
respond to circumstances where the transmission line(s) identified in Commission Order No. 30414 are
out of service and for which Generation Output limit Control was determined necessary and did lower
the amount of Network Upgrade cost obligation to the Generation Facility. In most circumstances,
Generation Output Limit Control will not be required when all the lines specified in Commission Order
No. 30414 are in service. Any use of Generation Output Limit Control to establish a set point below the
Generation Facility's capacity shall be pro-rata with other Requesting Projects subject to Generation
Output Limit Control. The Company will not purchase or pay for energy which would have been
produced by the Generation Facility, but for operation of Generation Output Limit Control.
5)Responsibility for Network Upgrade Costs: In addition to funding all costs of directly
interconnecting the Generation Facility to the Company's system, the Seller will pay its pro-rata share
of the Network Upgrade costs actually incurred by the Company to provide firm Network Resource
Interconnection Service to the Generation Facility but the Generation Facility shall not be obligated to
share the on-going operation and maintenance costs of such Network Upgrades.
Seller recognizes that the final cost of its share of the Network Upgrades will not be known until
construction is completed. The Seller also recognizes that its share of the final Network Upgrade cost
will increase or decrease, subject to the provisions of paragraph 6, depending on whether other
Requesting Projects, both earlier and later in the Joint Study Group One are constructed.
6)Sharing of Network Upgrade Costs:
A. The Seller and the Company will share the five phases of Network Upgrade costs
attributable to the Generation Facility as follows:
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20
Idaho Power Company Generator Interconnection Agreement # 159 &300
LRLLC. No. 29, Tariff No. 101 Page 3of5
1.Phase 1: the Company will assume 100% cost responsibility for Phase I and include
this cost in its rate base.
2.Phases 2, 3,4 and 5:
(a)250/9 of the costs will be provided by the Generation Facility as a non-refundable
contribution in aid of construction (ClAC).
(b)250% of the costs will be funded by the Company and included in the Company's
rate base.
(c)50% of the costs will be funded by Generation Facility as an advance in aid of
construction (AIAC) subject to refund as provided in paragraph 7 below. As refunds are made,
the refunded amounts will be included in rate base using standard regulatory accounting
principles.
B'As projects in the Joint Study Group One are interconnected, the Company will
reallocate the CIAC and AIAC portions of the costs of Phases 2 through 5. For example, when
additional projects in the Joint Study Group One are constructed after the Generation Facility is
constructed, the Company will collect monies from these subsequent projects and refund monies to
Seller. It is the Company's intent that each QF Project in the Joint Study Group One will pay its
respective pro-rata share, based on nameplate generation capacity, of each phase of the Network
Upgrade they utilize. Tables 13-7, 8. 9 and 10 in the Settlement Stipulation adopted in Commission
Order No. 30414 illustrate how this re-allocation would occur on a hypothetical basis.
7)Refund Provisions: The Seller will be entitled to a cash repayment, in monthly, equal
installments, for the total AIAC amount the Seller advances to the Company for Network I Upgrades,
including any tax gross-up or other tax related payments associated with the AIAC for Network
Upgrades. Repayment will be made in accordance with Article 11.4 of the Large Generator
Interconnection Agreement (LGlA) included in the Company's OATT and occur over a term not to
exceed ten (10) years after the date the Generation Facility achieves commercial operation. Monthly
repayments will be contingent on the FESA's being in good standing (no uncured defaults) and upon
the Generation Facility achieving a mechanical availability in that month in excess of 50%, defined as
100% multiplied by the ratio of (1) the sum of the capacity available to generate in each hour, over all
hours of the month, divided by (2) the installed capacity multiplied by the number of hours in the month.
In computing the mechanical availability, the capacity available in each hour will not be reduced from
the installed capacity, if the reason for the reduction is an event of force majeure, (as that term is
defined in the FESA) or a reduction in generation due to Generation Output Limit Control required by
the Company as described in paragraphs 2 and 4.
8)Interest Refunds: Monthly refund payments on AIAC amounts shall include interest
calculated in accordance with the methodology set forth in FERC regulations at 18 C F R
35-1 9a(aX2X1ii) from the date of any payment for Network Upgrades through the date on which Seller
receives final repayment
9)Security for Payment: Until it is finally determined which of the Projects in the Joint
Study Group One will be constructed and interconnected and the final cost of those interconnections is
determined, upon execution of this Interconnection Agreement Seller will provide and maintain a cash
escrow or a letter of credit to the Company in a form and by an issuer satisfactory to the Company as
security for payment, initially in the amount of the Generator Facility's allocation of Network Upgrade
costs as provided herein and adjusted from time to time pursuant to the status of the Requests. The
total security amount at any time will not exceed the amount that would be owed if the Requests then
remaining in the Joint Study Group One that are scheduled for construction later than the Generation
Facility is not constructed. Other QF participants in the Joint Study Group One will be held to a similar
requirement.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
Idaho Power company Generator Interconnection Agreement # 159 & 300
I.P.U.C. No. 29, Tariff No. 101 Paae4of5
10)Generation Outaut Limit Control Protocols: This interconnection Agreement
addresses interconnection of the Generation Facility to the Company transmission system with Network
Resource Interconnection Service However Seller acknowledges that until sufficient Network
Upgrades are installed to allow the Generation Facility to qualify for Network Resource Interconnection
Service the Generation Facility will be subject to Generation Output Limit Control as described in
paragraphs 2 and 4.
11)Network Upgrade Cost Determination: Network Upgrade costs, allocated to the
Generation Facility for initial funding, will be determined in a comparable manner and with the same
criteria used by the Company when studying the interconnection of other generation, whose output can
be changed within ten (10) minutes, at other locations on its transmission system. Upon request by the
Generation Facility, the Company will provide a written explanation of the methods and assumptions
leading to any such allocation of Network Upgrade cost obligation to the Generation Facility.
12)Request Uncertainty: The Company will follow good utility practice, the LGIP and
SGIP, and all commission orders in processing the Joint Study Group One within Idaho Power
Company's Generator Interconnection Queue. Any Requests that fail to meet those requirements to
remain in the Joint Study Group One, or fail to proceed to construct their interconnection or fail to
initially fund or secure their allocated share of the Network Upgrade costs, will forfeit their position in the
Idaho Power Company Generator Interconnection Queue and their rights to the interconnection and
transmission system capacity associated with their Request.
initially and throughout the life of the Generation Facility, consistent with good utility practice, deter
the least cost solution, given the current status of the Requests in the Joint Study Group One, tha
result in the lowest reasonable allocation of initial funding responsibility for Network Upgrades ti
Generation Facility. The Company will apply the same criteria to all Projects in the Joint Study S
One.
14) Seller Construction Responsibility
Transmission Network Upgrades (described in Section C below):
Df41'rinthni ('.*
Phase 5 transmission network upgrades under the Joint System Impact
Study Report IPC $1,175.78
Total $1,175,786
The final cost will be allocated to the participants remaining in Joint Study Group One upon completion
of the project.
C. Allocation of Transmission Network Upgrade Costs
Seller and Idaho Power will share the actual Network Upgrade costs attributable to the project as
follows:
1 250/6 of the costs will be provided by Seller as a non-refundable contribution in aid of
construction ( CIAC)
2 25% of the costs will be funded by Idaho Power and included in Idaho Powers rate base
3 50% of the costs will be funded by Seller as an advance in aid of construction (AIAC") subject
to refund As refunds are made the refunded amounts will be included in rate base using
standard regulatory accounting principles.
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 22
Idaho Power Company Generator Interconnection Agreement #159 & 300
I.P.U.C. No. 29. Tariff No.. 101 Page 5 o 5
Jepayment of Credits for Network Upgrades in accordance With IPUC Order No. 30414:
Transmisston Owner Costs (250/0) $293,946.50
Seller Nort-reimbursable Costs (25%) #29394650
Seller Reimbursable Costs (50%) $587;89300
Exhibit 2118
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 23
IDAHO 195POWER0
An IOACORP Company
if
Barton L Kline
Senior Attorney
June 13, 2007
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P. 0. Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-06-21
Cassia Gulch Wind Park LLC and Cassia Wind Farm LLC v. Idaho
Power Company
Dear Ms. Jewell:
Please find enclosed an original and seven (7) copies of a Joint Motion to Approve
Stipulation and to Dismiss Complaint with attached Settlement Stipulation in the above -
referenced matter.
I would appreciate it if you would return a stamped copy of this transmittal letter
in the enclosed self-addressed, stamped envelope.
Very yours,
/ Sjk4 ey_~'
Ba on L. Kline
BLK:sh
Enclosures
P.O. Box 70 (83707)
1221 W. Idaho St.
Boise, ID 83702
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
Barton L. Kline (ISB No. 1526)
Lisa D. Nordstrom (1SB No. 5733)
IDAHO POWER COMPANY - -
1221 West Idaho Street
P.O. Box 70
Boise, ID 83707
Tel: [phone]
Fax: [phone]
Attorneys for Idaho Power Company
Dean J. Miller (ISB No. 1968)
McDEVHT & MILLER LLP
420 West Bannock Street
P.O. BOX 2564-83701
Boise, Idaho 83702
Tel: [phone]
Fax: [phone]
[e-mail]
Attorneys Cassia Wind Gulch Park LW and
Cassia Wind LLC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASSIA GULCH WIND PARK LLC AND
CASSIA WIND FARM LLC
Complainants
V.
IDAHO POWER COMPANY
Respondent
Case No. IPC-E-06-21
JOINT MOTION TO APPROVE
STIPULATION AND TO DISMISS
COMPLAINT
COMES NOW Idaho Power Company ("Idaho Power") and Cassia Gulch Wind Park
LLC and Cassia Wind Farm LLC ("Cassia") pursuant to RP 56 and 272 and move the
Commission for an Order approving the Settlement Stipulation dated June 13, 2007
("Stipulation") and filed herewith and in support thereof respectfully show as follows, to wit:
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-1
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
Introduction and Background
1.As part of its integrated backbone electric transmission system, Idaho Power owns
and operates a 138 kV transmission system in the Twin Falls, Idaho, area. Idaho Power has
received requests for the integration of up to 200 MW of new generation to be connected to the
138 kV system. Most of the requests are from wind generating projects that are Qualifying
Facilities ("QFs") under the Public Utility Regulatory Policies Act ("PURPA"). The Cassia
Projects are among those wind generation QFs requesting interconnection. The projects
requesting interconnection are placed in a "queue" which is manged by Idaho Power in
accordance with rules established by the Federal Energy Regulatory Commission (FERC).
Exhibit A to the Stipulation shows the Requesting Projects which have signed Facility Study
Agreements, paid the required deposits and remain in the queue in the order they made their
interconnection requests)
2.In June of 2006, Idaho Power, based on engineering studies, was of the opinion
that in order to interconnect with all of the projects in the queue, it would be necessary to
construct Network Upgrades to the transmission system with a total estimated cost of
approximately $60 million.
3.Cassia's Complaint in this case was filed on September 16, 2006. In general, the
Complaint sought a determination of whom, as between a Qualifying Facility developer and the
utility, should be responsible for initial funding of Network Upgrades to the utility's transmission
system. On September 27, 2006, the Commission issued Order No. 30135 establishing a
comment period. On October 5, 2006, the Commission issued Order No. 30147 granting
intervention to Exergy Inc. Comments and Reply Comments were filed by Cassia, Idaho Power,
'In this Motion, unless otherwise noted, capitalized terms have the same defined meanings that they have in the
Stipulation (Attachment I).
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-2
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners 1, LLC
Page 3
Exergy, Avista and Rocky Mountain dlb/a PacifiCorp. Staff filed Reply Comments. Oral
argument was held, pursuant to notice, on November 28, 2006. Thereafter, the Commission took
the matter under advisement.
4.In the intervening time, Idaho Power and Cassia have negotiated with each other
in good faith to resolve the issue of cost responsibility for Network Upgrades. These
negotiations have been protracted, taking into account the complexity of the issues involved. The
negotiations consisted of numerous conferences, further analysis and communication of technical
matters and exchanges of Stipulation drafts.
5.The resulting Stipulation, Attachment 1, has several features which are explained
in more detail as follows:
Re-Dispatch and Reduced Network Upgrade Costs
6.A key component of the Stipulation is the concept of "Redispatch." In the electric
utility industry, the term "dispatch" or "dispatchable" refers to the ability of the utility's load
control centers to increase or decrease on a real time basis the out-put of generating facilities to
meet system demand or to respond to system emergencies. Historically, projects with Qualifying
Facility status under PURPA have not been dispatchable.
7.Idaho Power's estimated cost of approximately $60 million to complete necessary
transmission Network Upgrades was based on the assumption that the Requesting Projects in the
Exhibit A queue would not be dispatchable.
8.Pursuant to the Stipulation (Stipulation paragraph 9) Cassia has agreed to install,
at its expense, equipment and communication facilities necessary to reduce its energy output to a
predetermined set-point within ten (10) minutes of when Idaho Power requires a reduction to the
set-point. Of course, Idaho Power cannot utilize these same facilities to increase Cassia's
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-3
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 4
generation so the Cassia Projects are not fully "dispatchable" in the normal utility sense.
However, for convenience, in the Stipulation, Cassia's agreement to reduce generation is referred
to as "Cassia Redispatch." Idaho Power will call for Cassia Redispatch only when necessary to
respond to system emergencies or when other transmission lines specified in Exhibit C to the
Stipulation are out of service (Stipulation paragraph 11). Redispatch would be implemented pro-
rata with other Requesting Projects in the queue who have agreed to similar Redispatch
protocols.
9.Based on Cassia's commitment to Cassia Redispatch, and assuming the other
Requesting Projects in the queue made similar commitments, Idaho Power performed additional
analysis to determine Network Upgrades that would be necessary to preserve system integrity.
This is referred to in the Stipulation as the "Redispatch Study" and costs for each Requesting
Project are shown on Exhibit B, Table B-6 to the Stipulation. As can be seen, the original
estimate of $60 million decreases to approximately $11 million under the Redispatch Study.
10.Idaho Power and Cassia believe this component of the Stipulation is in the public
interest for two reasons. First, the Redispatch approach allows Idaho Power to significantly
reduce the required investment to preserve system integrity and represents a least-cost, but
prudent, solution to the identified problem. Second, the "Cassia Redispatch" commitment
undertaken by Cassia allows the Cassia Projects to be available to Idaho Power as a resource
with some ability to respond to system emergencies.
Responsibility for Network Upgrade Costs
11.Paragraph 10 of the Stipulation contains the methodology for determining the Cost
responsibility of Cassia and other Requesting Projects. It provides in part:
Cassia Cost Risk for Network Upgrades: Exhibit B to this
Stipulation sets out the Network Upgrades and their budgetary
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT4
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 5
estimated costs based on the [original] Study and the Redispatch
Study to interconnect the Requesting Projects with and without
being subject to Redispatch. The Network Upgrade costs will be
allocated to each Requesting Project, including the Cassia Projects,
based on: a) their election of whether to be subject to Redispatch,
b) their order in the Idaho Power Queue, and c) based on the
megawatt interconnection capacity of each Requesting Project,
their prorata share of the cost for the Network Upgrade required to
interconnect one or more Requesting Project and the
interconnection capacity that the particular Network Upgrade adds.
12.Idaho Power and Cassia believe the above-described allocation method is in the
public interest because it fairly allocates costs actually incurred on a pro-rata basis taking into
account whether Requesting Projects elect to be subject to Redispatch, the Requesting Project's
order in the queue and megawatt interconnection capacity. Further, Idaho Power will be
responsible for on-going operation and maintenance costs of Network Upgrades.
Sharing of Network Upgrade Costs
13.Pursuant to paragraph 13 of the Stipulation, Idaho Power and the Requesting
Projects will share the costs of the five planned phases of Network Upgrade as follows-
o Idaho Power will assume 100% cost responsibility for Phase I and include this
cost in its rate base. Phase I upgrades would likely have been required for native
load in the near future.
o Remaining four phases:
• 25% of the costs will be provided by the project as a non-refundable
contribution in aid of construction ("CIAC");
• 25% of the costs will be funded by Idaho Power and included in Idaho
Power's rate base;
• 50% of the costs will be funded by projects as an advance in aid of
construction ("ALAC") subject to refund. These costs will be rate based
using standard regulatory accounting principles.
14.Idaho Power and Cassia believe this sharing formula is in the public interest.
Electric power transmission systems by their nature are joint-use facilities and, as illustrated by
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-5
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 6
the Comments and pleadings in this case, there are many economic theories relating to cost
allocation of joint-use facilities. While the proposed sharing formula is not based on any
rigorous cost study, it reflects the considered judgment of the parties that it is a reasonable
compromise of the competing points of view presented in this case.
In concluding that the proposed sharing formula is in the public interest, Idaho Power is
mindful of its position in this proceeding that - "but for" - the construction of the Requesting
Projects in the queue, the transmission upgrades originally identified by Idaho Power would not
be needed to provide adequate service to Idaho Power native load customers. As a result,
amounts paid by customers for Network Upgrades could result in customers paying more than
avoided costs for generation from Cassia and other QFs because their generation requires
Network Upgrades. While this situation remains substantially unchanged, Idaho Power believes
that there are a number of cost savings that will mitigate, if not totally eliminate, the adverse
effects on customers.
First, Idaho Power is of the opinion that the transmission upgrades identified in Table B-i
in Exhibit B to the Stipulation will provide the Company with a more robust transmission system
serving the Magic Valley and the Wood River Valley. For example, Idaho Power foresees
interconnecting the 230 kV transmission system to the 138 kV system at the King Substation at
some point in the future to serve Customer load in the western portion of the Magic Valley.
It is impossible to quantify the precise amount of system benefit to native load customers
that is provided by the Network Upgrades identified in Table B-i. Nevertheless, Idaho Power
expects some future customer benefit to flow from the strengthened transmission system.
Second, power generation from QF projects, such as the Cassia Projects serves, to some
extent, to displace or defer the need for other generation projects in the Company's Integrated
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-6
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 7
Resource Plan ("IRP"). For example, Idaho Power's 2006 IRP identifies 150 MWs of wind
generation to be acquired and brought on-line in 2012. 01 the approximately 300 MWs of
generation in the Twin Falls cluster shown in Table A-1 in Exhibit A to the Stipulation,
approximately 230 MWs come from wind resources. Of that 230 MWs of wind resource,
approximately 20 MWs are not currently considered in the Company's 2006 IRP. Based on
contract discussions with other wind QF resource developers, outside the Twin Falls cluster, the
Company has reason to believe that if the Cassia settlement is approved and the Company is
permitted to utilize the terms and conditions of the settlement as a template for other QF
resources requiring Network Upgrades (see paragraph 19 below), another 60-80 MWs of wind
QF resources outside the Twin Falls cluster will proceed with development.
If approval of this Stipulation allows these additional QF wind resources to develop, the
total additional new QF wind resource may be sufficient to defer or replace all or a portion of the
150 MWs of wind resource identified in the 2006 ]RP for acquisition in 2012. If this occurs, in
effect, the QF resources facilitated by acceptance of the Stipulation will utilize an amount of
Network Upgrade capacity that would have been required for the 150 MWs of such IRP wind
generation projects scheduled for 2012. The cost for Network Upgrades for the 150 MWs of
2012 IRP generation projects would have been recovered from native load customers, either
embedded in the energy rate in a power purchase agreement or as a Company transmission
investment included in rate base.
Third, under the settlement arrangement set out in the Stipulation, Idaho Power believes
it would be able to successfully defend a comparability claim brought by a FERC jurisdictional
customer claiming that Idaho Power and the Commission have given unlawful preferential
treatment to QF resources. The 25% non-refundable contribution of the QF Developers and the
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-7
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 8
- fact that only 50% of the costs of the Network Upgrades is refundable (but only if the QF
contract stays in good standing), provide evidence that QFs are not being given preferential
treatment.
The final reason Idaho Power believes the Stipulation is fair is that the non-refundable
25% portion funded by the QF project will never be placed in rate-base. This combination and
the fact that 50% of the Network Upgrade will be refundable over time will provide an economic
signal to QFs with the objective of balancing optimal siting of energy resource with
interconnection costs. By requiring QF projects to contribute a portion of costs on a non-
refundable basis, an incentive is created for QF projects to make economically-efficient
decisions regarding the siting of projects.
Refunds and Interest on Refunds
15.Pursuant to paragraphs 14and 15 of the Stipulation, amounts paid by Cassia to
Idaho Power as Advances in Aid of Construction ("AIAC") will be repaid in monthly
installments commencing when the Projects achieve commercial operation, with all advances to
be refunded within a period not to exceed ten (10) years from the commercial operation date.
Payments in any month will be contingent on the Projects being in good standing (no uncured
defaults in energy sales agreements) and the Projects meeting a mechanical availability standard
in that month.
16.Interest on refunds will be calculated in accordance with the method prescribed by
FERC.
17.Idaho Power and Cassia believe these provisions are in the public interest.
Refunds will not commence until commercial operation is achieved and will not be paid during
such time as the Projects are either in contractual default or not available for the generation of
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-8
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 9
energy, thereby protecting Idaho Power and its ratepayers. The ten (10) year refund period
provides Cassia with a return of its advanced capital within a reasonable period of time. Idaho
Power follows the FERC method of interest computation when it constructs Network Upgrades
for non-QF generators and using it in this circumstance would avoid the necessity of maintaining
duplicate accounting systems for computing and tracking interest accumulation and payments.
Security for Payment
18.The Stipulation in paragraph 17 recites that Cassia will provide liquid security to
secure its commitment to advance or contribute funds necessary for the construction of Cassia's
share of Network Upgrades, recognizing the amount of required security may fluctuate
depending on whether other projects in the Queue are constructed and interconnected.
Idaho Power and Cassia believe this provision is in the public interest. It assures Idaho
Power that Cassia's commitment to fund Network Upgrades is secured while providing Cassia
with a degree of financial flexibility. Most importantly, it protects customers from bearing the
risk of overbuilding Network Upgrades if subsequent projects in the queue do not proceed to
construction.
Recommended Procedure for Processing This Motion and the Stipulation
19.While the Stipulation and this Motion describe the settlement agreement
negotiated between Idaho Power and Cassia, a number of other QFs seeking to interconnect their
projects to Idaho Power's energy delivery system are similarly situated with Cassia and the
Requesting Projects in the Twin Falls queue ("Other Requesting QFs"). These Other Requesting
QFs are of sufficient size and in locations such that their interconnection to the Company's
system will require Network Upgrades. To provide uniform treatment to these Other Requesting
QFs, Idaho Power desires to utilize the terms and conditions contained in the Stipulation as a
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-9
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 10
template for negotiation of additional interconnection agreements with the Requesting Projects in
the Twin Falls queue and for the Other Requesting QFs. For example, for the Other Requesting
QFs, Idaho Power proposes to allocate the costs of the Network Upgrades with 25% of the cost
to be contributed by the QF, 25% to be contributed by Idaho Power and the balance to be
refundable to the Other Requesting QF. The refunds would be made utilizing the same refund
criteria and interest rate calculation described in the Stipulation. Other provisions in the
Stipulation, including the requirement for QFs to provide security for future upgrade payments
would also be applied to the interconnection agreements with Other Requesting QF developers in
a manner consistent with the settlement outlined in the Stipulation.
20.Because Idaho Power proposes to utilize the Stipulation as a template for
negotiating interconnection agreements with all of the Requesting Projects and the Other
Requesting QFs, the Company has delivered copies of this Motion and the Stipulation to all.
Requesting Projects in the queue and potential Other Requesting QFs that the Company is aware
of. A copy of the pro-forma transmittal letter is enclosed as Attachment 2. Copies of this
Motion and the Stipulation are also posted on the Company's OASIS and its website.
21.Idaho Power requests that the Commission, as part of its Order in this case,
indicate its concurrence with Idaho Power's proposal to utilize the terms and conditions set out
in the Stipulation as a template for interconnection agreements between Idaho Power and other
QFs where interconnection requires Network Upgrades. This will allow Idaho Power and QFs to
better quantify interconnection and Network Upgrade costs associated with their Projects and
will facilitate the development of new QF resources.
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-10
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 11
Conclusion
22.Idaho Power and Cassia further request that the Commission process this Motion
by modified procedure in accordance with RP 201 et seq.
23.For the reasons cited herein, Idaho Power and Cassia respectfully submit that the
Stipulation is in the public interest and hereby jointly request that, after appropriate review, the
Commission enter its order (1) approving the Stipulation; (2) dismissing Cassia's Complaint; and
(3) authorizing Idaho Power to utilize the terms and conditions in the Stipulation as a template
for interconnection agreements under Schedule 72 for QFs, in addition to Cassia, which involve
the construction of Network Upgrades.
Respectfully submitted this . day of June 2007.
cDEvrrT & MILLER LLP IDAHO POWER COMPANY
Dean J. Miller Barton L. Kline
Attorneys for Cassia Attorney for Idaho Power Company
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-11
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 12
CERTIFICATE OF SERVICE
I hereby certify that on the J..S day of June 2007, I caused to be served, via the
method(s) indicated below, true and correct copies of the foregoing document, upon:
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, ID 83720-0074
David J. Meyer
Vice President, Chief Counsel for
Regulatory and Governmental Affairs
P.O. Box 3727
1411 B. Mission Avenue
Spokane, WA 99220-3727
Peter Richardson
Richardson & O'Leary
515 N. 27th Street
Boise, Idaho 83702
[phone]
Brian Dickman
Dean Brockbank
PacifiCorp/dba Rocky Mountain Power
201 S. Main St. Suite 2200
Salt Lake City, UT 84111
Lawrence R. Lieb
Exergy Development Group of Idaho LLC
910W. Main Street, Ste. 310
Boise, ID 83702
Telephone: [phone]
Fax: [phone]
() Hand Delivered
( ) U.S. Mail
) Fax
( ) Fed. Express
( ) Email: [e-mail]
( ) Hand Delivered
( U.S. Mail
( ) Fax
( ) Fed. Express
() Email: [e-mail]
( ) Hand Delivered
) U.S.Mail
( ) Fax
( ) Fed. Express
() Email: [e-mail]
( ) Hand Delivered
(jr) U.S. Mail
( ) Fax
( ) Fed. Express
() Email: [e-mail]
[e-mail]
( ) Hand Delivered
) U.S. Mail
( ) Fax
( ) Fed. Express
() Email: [e-mail]
(jJ5(&---'
Barton L. Kline
JOINT MOTION TO APPROVE STIPULATION AND TO DISMISS COMPLAINT-12
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 13
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-06-21
IDAHO POWER COMPANY
ATTACHMENT NO. 1
TO
JOINT MOTION
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 14
Barton L. Kline (ISB No. 1526)
Lisa D. Nordstrom (TSB No. 5733)
IDAHO POWER COMPANY
1221 West Idaho Street
P.O. Box 70
Boise, ID 83707
Tel: [phone]
Fax: [phone]
Attorneys for Idaho Power Company
Dean J. Miller (ISB No. 1968)
McDEVITF & MILLER LIP
420 West Bannock Street
P.O. BOX 2564-83701
Boise, Idaho 83702
Tel: [phone]
Fax: [phone]
[e-mail]
Attorneys Cassia Wind Gulch Park LLC and
Cassia Wind LLC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASSIA GULCH WIND PARK LLC AND
CASSIA WIND FARM LLC
Complainants
V.
IDAHO POWER COMPANY
Respondent
Case No. IPC-E-06-21
SETTLEMENT STIPULATION
1. This Settlement Stipulation ("Stipulation") is entered into by and among the
Complainants, Cassia Gulch Wind Park LLC and Cassia Wind Farm LLC (hereinafter jointly
SETTLEMENT STIPULATION -1
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 15
and severally referred to as "Cassia"), and the Respondent, Idaho Power Company ("Idaho
Power" or "the Company" and individually as a "Party" or collectively, "the Parties").
INTRODUCTION
2.The Parties agree this Stipulation represents a fair, just and reasonable
compromise of the issues raised in Cassia's Complaint filed herein and this Stipulation is in the
public interest. The Parties believe this Stipulation, and its acceptance by the Idaho Public
Utilities Commission (the "Commission"), represents a reasonable resolution of the issues
identified in this matter. The Parties, therefore, recommend that the Commission, in accordance
with Rule of Procedure (RP) 274, approve this Stipulation and all of its terms and conditions
without material change or condition.
BACKGROUND
3.Each of the wind energy projects to be developed by Cassia Wind Park LLC and
Cassia Wind Farm LLC (collectively, the "Cassia Projects") are Qualifying Facilities ("QFs")
within the meaning of the Public Utility Regulatory Policies Act of 1978 ("PURPA"). Each of
the Cassia Projects has signed Commission-approved Firm Energy Sales Agreements ("FESAs")
with Idaho Power. See Case No. IPC-E-06-10; Order No. 30086; Case No. IPC-E-06-1 1; Order
No. 30086. Each of the Cassia Projects will sell its entire output to Idaho Power and,
accordingly, the interconnection of the Cassia Projects is under the jurisdiction of the
Commission and is, other than as provided for in this Stipulation, subject to Schedule 72 of Idaho
Power's IPUC No. 28 Tariff No. 101.
4.A number of generation projects seeking Network Resource Interconnection
Service, (as that term is defined in FERC Order 2003 and Idaho Power's FERC approved Open
Access Transmission Tariff ("OATT")) including the Cassia Projects, propose to interconnect to
SETTLEMENT STIPULATION -2
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 16
the portion of Idaho Powers transmission system where the Cassia Projects are located in the
Twin Falls area, and have submitted interconnection requests to Idaho Power during the period
January 1, 2005 through June 29, 2006 (collectively, the 'Requests" or "Requesting Projects").
The Requests include (1) interconnection of PURPA QF projects, under jurisdiction of the
Commission, (2) interconnection of non-qualifying generation facilities, under FERC
jurisdiction, and (3) interconnection of generation facilities planned by Idaho Power, under
FERC jurisdiction.
5. In accordance with FERC Order 2003, Idaho Power's OATL and in the interest
of maintaining comparability and economic efficiency in responding to the Requests, Idaho
Power has established an "Idaho Power Queue" for generation interconnection projects. Exhibit
A shows the Requesting Projects by project number in the order they made their interconnection
request. Idaho Power has conducted a Generation Interconnection System Impact Study dated
June 2006 ("the Study") to determine transmission system improvements required to
interconnect the Requests ("Network Upgrades"). Idaho Power subsequently expanded the study
to include an option, to be offered to each Requesting Project, to be subject to generation
restriction, under specified line outage conditions, to a maximum level of energy output
(generally "Redispatch' and specifically "Cassia Redispatch" as further defined in paragraph 9).
The expanded Study is hereinafter referred to as the "Redispatch Study." In return for the ability
to Redispatch the Requesting Projects, the Company has determined the associated reduced
investment required to construct the needed Network Upgrades covering all the Requests in the
Idaho Power Queue as of the filing date of this Stipulation. The cost under the Redispatch Study
for each Request is shown on Exhibit A. Network Resource Interconnection Service, or its
equivalent in the case of QF projects, would be provided to meet all the Requests in the Idaho
SETTLEMENT STIPULATION -3
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 17
Power Queue. However, the cost of the required Network Upgrades allocated to Requesting
Projects electing to be subject to Redispatch would be less on a per megawatt of Request
capacity basis than for those Requesting Projects declining to be subject to Redispatch. The
Company has applied the FERC Large Generator Interconnection Procedures (LGIP) and Small
Generator Interconnection Procedures (SGIP), as appropriate, in responding to the Requests.
The position of a generator in the Idaho Power Queue is determined by the date of the
generator's request for interconnection filed with Idaho Power's delivery business unit. The
Cassia Projects are in the Idaho Power Queue.
6.Cassia is ready and willing to start immediate construction of the Cassia Projects.
One or more Requesting Projects which precede or follow Cassia in the Idaho Power Queue are
not yet prepared for immediate construction or may not be constructed at all.
7.Pursuant to the Redispatch Study, Idaho Power has identified five phases of
Network Upgrades that are necessary to provide Network Resource interconnection service for
all the Requests listed in Exhibit A.
8.This Stipulation sets forth the basic principles of a settlement agreement between
Cassia and Idaho Power. Upon approval of this Stipulation by the Commission, consistent with
the provisions of Schedule 72, Cassia and Idaho Power will negotiate definitive interconnection
agreements (the "Interconnection Agreement"), and amendments or addenda to the FESAs and
other documents or instruments that may be required that conform to this Stipulation.
TEEMS OF THE STIPULATION
9.Cassia Redispatch: The maximum level of power to be generated by the Cassia
Projects at any moment depends on the number of turbines synchronized to the grid and ready to
generate and on the wind speed at that time (the "Maximum Hourly Output"). The Cassia
SETTLEMENT STIPULATION 4
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 18
Projects will, at their sole expense, install, operate and maintain the equipment and
communications facilities necessary to enable the Maximum Hourly Output to be reduced to a
not-to-exceed set point, to be determined by Idaho Power, within ten (10) minutes of when Idaho
Power calls for the reduction to the set point (" Cassia Redispatch"). Cassia Redispatch cannot
and shall not be asked to increase the output above such Maximum Hourly Output for the then
existing turbine and wind conditions. Cassia Redispatch will normally, subject to those
conditions, seek to maximize the energy output for the Cassia Projects, but Cassia Redispatch
will limit the output of the Cassia Projects whenever the Maximum Hourly Output level would
otherwise exceed the required Set point in any scheduling hour.
10. Cassia Cost Risk for Network Upgrades: Exhibit B to this Stipulation sets out
the Network Upgrades and their budgetary estimated costs based on the Study and the
Redispatch Study to interconnect the Requesting Projects with and without being subject to
Redispatch. The Network Upgrade costs will be allocated to each Requesting Project, including
the Cassia Projects, based on: a) their election of whether to be subject to Redispatch, b) their
order in the Idaho Power Queue, and c) based on the megawatt interconnection capacity of each
Requesting Project, their prorata share of the cost for the Network Upgrade required to
interconnect one or more Requesting Project and the interconnection capacity that the particular
Network Upgrade adds. The Cassia Projects will be obligated under this Stipulation and under
the Interconnection Agreement, which shall conform to this Stipulation and shall be
subsequently entered into by Cassia and Idaho Power, to pay non-reimbursed amounts of no
more than 25% of the actual as-constructed cost of the Cassia Project's currently allocated share
of the Network Upgrades listed in Exhibit B as required to interconnect the Cassia Projects
without Cassia Redispatch.
SETTLEMENT STIPULATION -5
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 19
11. Cassia Redispatch Rights: Idaho Power may issue a set point or limit and
initiate Cassia Redispatch to respond to transmission system emergencies, or respond to
circumstances where the transmission line(s) specified in Exhibit C are out of service and for
which Cassia Redispatch was determined necessary and did lower the amount of Network
Upgrade cost obligation for Cassia. In most circumstances, Cassia Redispatch will not be
required where all the lines specified in Exhibit C are in service. Any use of Cassia Redispatch
to establish a set point below the Cassia Project capacity shall be pro-rata with other Requesting
Projects subject to Redispatch. Idaho Power will not purchase or pay for energy which would
have been produced by the Cassia Projects, but for operation of Cassia Redispatch.
12.Responsibility for Network Upgrade Costs: In addition to funding all costs of
directly interconnecting the Cassia Projects to Idaho Power's system, Cassia will pay its pro-rata
share of the Network Upgrade costs actually incurred by Idaho Power to provide firm Network
Resource Interconnection Service to Cassia for the Cassia Projects and Cassia shall not be
obligated to share the on-going operation and maintenance costs of such Network Upgrades.
Cassia recognizes that the final cost of its share of the Network Upgrades will not be
known until construction is completed. Cassia also recognizes that its share of the final Network
Upgrade cost will increase or decrease, subject to the provisions of paragraph 10, depending on
whether other projects, both earlier and later in the Idaho Power Queue are constructed. The
examples shown in Exhibit B illustrate, on a hypothetical basis, how these costs can change.
13.Sharing of Network Upgrade Costs:
A. Cassia and Idaho Power will share the five phases of Network Upgrade costs
attributable to the Cassia Projects as follows:
SETTLEMENT STIPULATION .6
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 20
1.Phase 1: Idaho Power will assume 100% cost responsibility for Phase 1 and
include this cost in its rate base.
2.Phases 2, 3, 4 and 5:
(a)25% of the costs will be provided by Cassia as a non-refundable
contribution in aid of construction ("CIAC").
(b)25% of the costs will be funded by Idaho Power and included in Idaho
Power's rate base.
(c)50% of the costs will be funded by Cassia as an advance in aid of
construction ("AIAC") subject to refund as provided in section 14 below. As refunds are
made, the refunded amounts will be included in rate base using standard regulatory
accounting principles.
B.As projects in the Idaho Power Queue are interconnected, Idaho Power will
reallocate the CIAC and AJAC portions of the costs of Phases 2 through 4. For example, when
additional projects in the Idaho Power Queue are constructed after the Cassia Projects are
constructed, Idaho Power will collect monies from these subsequent projects and refund monies
to Cassia. It is Idaho Power's intent that each QF Project in the Idaho Power Queue will pay its
respective pro-rata share, based on nameplate generation capacity, of each phase of the Network
Upgrade they utilize. Tables B-7, 8, 9 and 10 in Exhibit B illustrates how this re-allocation
would occur on a hypothetical basis.
C.Idaho Power will accelerate refunds of AIAC advances if, prior to the
construction of the Network Upgrades described in Exhibit A, the Commission authorizes Idaho
Power to construct alternative transmission facilities that would eliminate or reduce the costs of
Network Upgrades.
SETTLEMENT STIPULATION -7
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 21
14.Refund Provisions: Cassia will be entitled to a cash repayment, in monthly,
equal installments, for the total AIAC amount Cassia advances to Idaho Power for Network
Upgrades, including any tax gross-up or other tax related payments associated with the AJAC for
Network Upgrades. Reimbursement will occur over a term not to exceed ten (10) years after the
date the Cassia Projects achieve commercial operation. Payment of such repayments in any
month will be contingent on the FESA's being in good standing (no uncured defaults) and Cassia
achieving a mechanical availability in that month in excess of 50%, defined as 100% multiplied
by the ratio of (1) the sum of the capacity available to generate in each hour, over all hours of the
month, divided by (2) the installed capacity multiplied by the number of hours in the month. In
computing the mechanical availability, the capacity available in each hour will not be reduced
from the installed capacity, if the reason for the reduction is an event of force majeure, (as that
term is defined in the FESA) or a reduction in generation due to Cassia Redispatch required by
Idaho Power as described in paragraphs 5 and 9.
15.Interest on Refunds: Monthly refund payments on AIAC amounts shall include
interest calculated in accordance with the methodology set forth in FERC regulations at 18
C.F.R. 35.19a(a)(2)(iii) from the date of any payment for Network Upgrades through the date on
which Cassia receives repayment.
16.No effect on 90-110: Production of energy forgone because of curtailments
ordered by Idaho Power, as provided in paragraph 11, will not be considered in the calculation of
Surplus Energy as defined by paragraph 1.25 of the FESAs.
17.Security for Payment: Until it is finally determined which of the Projects in
Exhibit A will be constructed and interconnected and the final cost of those interconnections is
determined, upon executing an Interconnection Agreement which conforms with this Stipulation,
SETTLEMENT STIPULATION -8
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 22
Cassia will provide and maintain a cash escrow or a letter of credit to Idaho Power in a form and
by an issuer satisfactory to Idaho Power as security for payment, initially in the amount of
Cassia's allocation of Network Upgrade costs as stated in Exhibit B and adjusted from time to
time pursuant to the status of the Requests in Exhibit A. The total security amount at any time
will not exceed the amount that would be owed if the Requests then remaining in the Idaho
Power Queue that are scheduled for construction later than the Cassia Projects are not
constructed. Other QF participants in the Idaho Power Queue will be held to a similar
requirement.
18. Cassia Redispatch Protocols: The Interconnection Agreement will provide for
interconnection of the Cassia Projects to the Idaho Power transmission system with Network
Resource Interconnection Service in accordance with this Stipulation. However, Cassia
acknowledges that, until sufficient Network Upgrades are installed to allow the Cassia Projects
to qualify for Network Resource Interconnection Service, the Cassia Projects will be subject to
Cassia Redispatch as described in paragraphs 5 and 9. The Interconnection Agreement will
provide additional detail regarding the protocols for Redispatch of the Cassia Projects energy
generation and the other Requesting Projects in Exhibit A. Cassia Redispatch will not be
initiated for the sole purpose of reducing Idaho Power's costs but Idaho Power will take
economic principles into account when making a determination asto which Network Resources,
as between the Cassia Projects and other resources in Exhibit A that may be subject to
Redispatch that reduced Network Upgrade costs and other Network Resources, should be
reduced to comply with transmission congestion reduction orders. Idaho Power will not be
obligated to compensate Cassia for any energy curtailed in accordance with Cassia Redispatch.
SETTLEMENT STIPULATION -9
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 23
19.Network Upgrade Cost Determination: Network Upgrade costs, allocated to the
Cassia Projects for initial funding, will be determined in a comparable manner and with the same
criteria used by Idaho Power when studying the interconnection of other generation, whose
output can be changed within ten (10) minutes, at other locations on its transmission system.
Upon request by the Cassia Projects, Idaho Power will provide a written explanation of the
methods and assumptions leading to any such allocation of Network Upgrade cost obligation to
the Cassia Projects.
20.Request Uncertainty: Idaho Power will follow good utility practice, the LGIP and
SOil', and all Commission orders in processing the Idaho Power Queue. Any Requests that fail
to meet those requirements to remain in the Idaho Power Queue, or fail to proceed to construct
their interconnection or fail to initially fund or secure their allocated share of the Network
Upgrade costs, will forfeit their position in the Idaho Power Queue and their rights to the
interconnection and transmission system capacity associated with their Request.
21.Cassia Project Responsibility for Network Up2rade Costs: Idaho Power will
initially and throughout the life of the Cassia Projects, consistent with good utility practice,
determine the least cost solution, given the current status of the Requests in the Idaho Power
Queue, that will result in the lowest reasonable allocation of initial funding responsibility for
Network Upgrades to the Cassia Projects. Idaho Power will apply the same criteria to all QF
Projects in the Idaho Power Queue.
22.Reasonable Compromise: The Parties agree that this Stipulation represents a
compromise of the positions of the Parties in this case. As provided in RP 272, other than any
testimony filed in support of the approval of this Stipulation, and except to the extent necessary
for a Party to explain before the Commission its own statements and positions with respect to
SETTLEMENT STIPULATION -10
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 24
this Stipulation, all statements made and positions taken in negotiations relating to this
Stipulation shall be confidential and will not be admissible in evidence in this or any other
proceeding.
23.Best Efforts for Approval: The Parties submit this Stipulation to the
Commission and recommend approval in its entirety pursuant to RP 274. The Parties shall
support this Stipulation before the Commission and no Party shall appeal a Commission Order
approving this Stipulation or an issue resolved by this Stipulation. If this Stipulation is
challenged by any person not a party to this Stipulation, the Parties to this Stipulation reserve the
right to file testimony, cross-examine witnesses and put on such case as they deem appropriate to
respond fully to the issues presented, including the right to raise issues that are incorporated in
the settlements embodied in this Stipulation. Notwithstanding this reservation of rights, the
Parties to this Stipulation agree that they will continue to support the Commission's adoption of
the terms of this Stipulation.
24.Ri2ht to Withdraw: If the Commission rejects any part or all of this Stipulation,
or imposes any additional material conditions on approval of this Stipulation, each Party reserves
the right, upon written notice to the Commission and the other Parties to this proceeding, within
7 days of the date of such action by the Commission, to withdraw from this Stipulation, and each
Party shall be entitled to seek reconsideration of the Commission's Order, file testimony as it
chooses, cross-examine witnesses, and do all other things necessary to put on such case as it
deems appropriate. In such case, the Parties immediately will request the prompt convening of a
preheating conference for purposes of establishing a procedural schedule for the completion of
the case. The Parties agree to cooperate in development of a schedule that concludes the
SETTLEMENT STIPULATION -II
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 25
proceeding on the earliest possible date, taking into account the needs of the Parties in
participating in hearings and preparing briefs.
25.Public Interest: The Parties agree that this Stipulation is in the public interest and
that all of its terms and conditions are fair, just and reasonable.
26.Commission Approval: The obligations of the Parties under this Stipulation are
subject to the Commission's approval of this Stipulation in accordance with its terms and
conditions.
27.Counterparts: This Stipulation may be executed in counterparts and each signed
counterpart shall constitute an original document.
Respectfully submitted this day of June 2007.
MCDEVITT & MILLER LLP IDAHO POWER COMPANY
Dean J. Miller BartoA L Kline
Attorneys for Cassia Attorneys for Idaho Power Company
SETTLEMENT STIPULATION -12
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 26
I:] a.
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-06-21
IDAHO POWER COMPANY
EXHIBIT A
TO
SETTLEMENT STIPULATION
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 27
Exhibit A
0
The Table A-i lists the generation interconnection queue projects that are currently in active status.
Table A-i: Generation interconnection queue
Queue
Position
Date of
Request Status of Request Service Type Location
Total
1!Q Station or Trans Line for P01
Projected
In-Service
Date Fuel Type
114 11/16/04 Construction PURPA Gooding County Dale 044 35kV feeder 7/1/07
Animal
waste
116 1/13/05 FSA PURPA tTwln Falls County 10.5
Fossil Gulch 041 35 kV feeder on 138kV
Bliss-King 12/31/07 Wind
117 1/13/05 FSA PURPA Twin Falls County 101.5 New Tuana substation on 138kV Bliss-King 12/31/07 Wind
128 5/26/05 FSA PURPA Twin Falls County 10.5 New Tuana substation on 138kV Buss-King 2/1/08 Wind
134 6/16/05 FSA PURPA Twin Falls County 18.9 New substation on 138kV Bliss-King 2/1/08 Wind
135 6/17/05 IFSA PURPA Twin Falls County 20 Blue Gulch 04235 kV feeder 12/31/07 Wind
136 6/23/05 FSA NR Twin Fails County 64 Cliff Substation 9/30/10 Hydro
154 12/12/05 Construction PURPA Twin Fails County .2.3 46 kV Low Line Canal Tap 6/1/07 Hydro
155 12/19/05 FSA PURPA Cassia County 11.62 Golden Valley ol3l3kVfeeder 10/1/07 Wind
157 12/19/05 FSA PURPA Cassia County 18 Milner 04335kVfeeder 10/1/07 1 Wind
158 12/19/05 FSA PURPA Lincoln County 18 Notch Butte 01112.5 kV feeder 10/1/07 Wind
159 12/19/05 FSA PURPA Twin Fails County 18 Dale 043 (or Blue Gulch 042)35 kV feeder 12/1/07 Wind
170 6/29/06 Construction PURPA rwin Fails County 1 Fossil Gulch 041 35 kV feeder 6/1/07 Wind
0)
0
0.
0 .zm >< CD'
(0 - CD -' -
C)r 08
CO 0 C.3 CO
A-i
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-06-21
IDAHO POWER COMPANY
EXHIBIT B
TO
SETTLEMENT STIPULATION
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 29
Exhibit B
The System Impact Study for the addition of generation to the 138 kV transmission
system west of Twin Falls produced the transmission network upgrades identified in
Table B-i. The allocation of project capacity to the network upgrade phases is shown in
Table B-2 and the allocation of project cost per phase is shown in Table B-i
i awe j5- 1: iransmission upgracie projects wim no generation reaispatcfl
Total Phase
Capacity Capacity
ct Phase Available (MW) Added (MW) Cost
r Salmon Series Reactor 1 7 7 $ 290,000
r Malad Series Reactor 2 60 53 $ 290,000
230/138 Transformer 3 135 75 $10,320,000
nductor Midpoint Dram 230 kV line 4 305 170 $47,525,000
Table B-2: Project capacity allocation by network upgrade phase with no generation
n-Aignatrh Allnr Atirm neenmina n11 .s,-n;'f -]~tA r'nfr,,,-tin,,
Project
No. Capacity Phase I Phase 2 Phase 3 Phase 4 Phase i Total
114 iC 7 3 10
116 10.5 10.1 10.5
117 101.5 39.5 62 101.5
128 10.5 10.5 10.5
134 18.9 2.5 16.4 18.9
135 20 20 20
136 64 64 64
154 2.3 2.3 2.3
155 18 18 18
157 18 18 18
158 18 18 18
15 18 13.3 4.7 1
170 1 1 1
Totals 316.7F 7 53 71 170 5.7 310.7
B-i
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 30
Exhibit B
Table B-3: Project cost allocation by network upgrade phase with no generation
redisnatch. allocation assuming all nroiects comniete construction
Project
No. Capacity Phase I Phase 2 Phase 3 Phase 4 Phase 5 Total
114 10$ - $ 16,415 $ - $ - $ 16,415
116 10.5 $ 57,453 $ - $ - $ 57,453
117 101.5 $216,132 $ 8,531,200 $ - $ 8,747,332
128 10.5 $ - $ 1,444,800 $ - $ 1,444,800
134 18.9 $ - $ 344,000 $ 4,584,765 $ 4,928,765
135 20 $ - $ - $ 5,591,176 $ 5,591,176
136 64 $ - $ - $17,891,765 $17,891,765
154 2.3 $ - $ - $ 642,985 $ 642,985
155 18 $ - $ - $ 5,032,059 $ 5,032,059
157 18 $ - $ - $ 5,032,059 $ 5,032,059
158 18 $ - $ - $ 5,032,059 $ 5,032,059
159 18 $ - $ - $ 3,718,132 $ 3,718,132
170 1 $ - $ - $ - $ -
Totals 310.71$ - $290,000 $10,320,000 1$47,525,000 $ - $58,135,000
The System Impact Study for the addition of generation, with ability to redispatch the
generation, to the 138 kV transmission system west of Twin Falls produced the
transmission network upgrades identified in Table B-4. The allocation of project capacity
to the network upgrade phases is shown in Table B-S and the allocation of project cost
per phase is shown in Table B-6.
laNe 13-4: 'lransrmssion upgrade projects with generation redispatch
Total Phase
Capacity CapaciW
Project Phase Available (MW) MW added Cost
Upper Salmon Series Reactor 1 42 42 $ 290,000
Lucky Peak Series Reactor 2 94 52 $ 290,000
Lower Malad Series Reactor 3 153 59 $ 290,000
Midpoint 1/3 Series Capacitor Bypass 4 156 3 $ 100,000
King 230/138 Transformer 5 330 174 $10,320,000
Total $11,290,000
B-2
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 31
Exhibit B
Table B-5: Project capacity allocation by network upgrade phase with all projects
committing to redisnatch, allocation assuming all projects complete
construction
Project
No. Capacity Phase I Phase 2 Phase 3 Phase 4 Phase 5 Total
114 10 10 10
hr 10.5 10.5 10.5
117 101.5 21.5 52 28 101.5
128 10.5 10J 10.5
134 18.9 18.9 18.9
13 20 15 20
131' 64 64 64
154 2.3 2.3 2.3
1551 11.62 11.62 11.62
157 18 18 18
158 18 18 18
159 18 18 18
17! 1 1 1
lotals 304.32 421 52 591 31 148.321 304.32
Table B-6: Project cost allocation by network upgrade phase with all projects committing
toredispatch, allocation assumine all nroiects comnlete construction
Project No. Capacity Phase I Phase 2 Phase 3 Phase 4j Phase 1' Total
114 10 $ - $ - $ - $ -'$ - $ -
116 10. $ - $ - $ - $ - $
117 101. $ 290,000 $ 137,627 $ - $ - $ 427,627
128 10. $ - $ 51,610 $ - $ - $ 51,610
134 18.9 $ - $ 92,898 $ - $ - $ 92,898
131 20 $ - $ 7,864 $ 100,000 $ 1,051,815 $ 1,159,679
136 64 $ - $ - $ - $ 4,371,179 $ 4,371,179
154 2. $ - $ - $ - $ 157,089 $ 157,089
1551 11.62 $ - $ - $ - $ 793,642 $ 793,642
157 1 $ - $ - $ - $ 1,229,394 $ 1,229,394
158 18 $ - $ - $ - $ 1,229,394 $ 1,229,394
159 18 $ - $ - $ - $ 1,229,394 $ 1,229,394
170 1 $ - $ - $ - $ 68,300 $ 68,300
Totals 304.3: $ - $ 290,0001$ 290,0001$ 100,000 $ 10,130,207 $ 10,810,207
B-3
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners!, LLC
Page 32
Exhibit B
Table B-7 and B-8 demonstrate the adjustment of cluster project costs for the addition of
generation, with ability to reclispatch the generation, based on project #117 hypothetically
electing not to construct.
Table B-7: Hypothetical project capacity allocation by network upgrade phase assuming
project #117 is not constructed
Project
No. Capacit Phase I Phase 2 Phase 3 Phase 4 Phase 5 Total
114 10 10 10
116 10.5 10.5 10.5
117 0
128 10.5 10.5
134 18.9 11 7•9 18.9
135 21 20 20
136 64 24 40
154 2.3 2.3 2.3
155 11.62 11.62 11.62
157 18 5.18 3 9.82 18
158 18 1 18
159 18 18 11
170 1 1 1
[Totals 202.824 421 5211 591 46.82 202.82
Table B-8: Hypothetical project cost allocation by network upgrade phase assuming
project #117 is not constructed
Project
No. Capacit Phase I Phase 2 Phase 3 Phase. Phase Total
11 11$ - $ - $ - $ - $ - $ -
11 10.5 $ - $ $ - $ - $ -
117 0 $ - $ - $ - $ - $ -
121 10.5 $ - $ - $ - $ - $
134 18.9 $ 44,058 $ - $ - $ - $ 44,058
135 20 $111,538 $ - $ - $ - $ 111,538
136 64 $134,404 $196,119 $ - $ - $ 330,522
154 2.3 $ - $ 11,305 $ - $ - $ 11,305
155 11.62 $ - $ 57,115 $ - $ - $ 57,115
157 18 $- $ 25,461 $100,000 $2,124,704 $2,250,165
158 ii $ - $ - $ - $3,894,569 $3,894,569
159 ii $ - $ - $ $ 3,894,569 $3,894,569
170 1 $ - $ -
lotals
$ - $ 216,365 $ 216,365
202.82$ - $290,000 $290,000 $ 100,000 $10,130,207 $10,810,207
B-4
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 33
Exhibit B
Table B-9 and B-10 demonstrate the adjustment of cluster project costs for the addition of
generation, with ability to redispatch the generation, based on projects #135 through #170
hypothetically electing not to construct.
Table B-9: Hypothetical project capacity allocation by network upgrade phase assuming
projects #135 through #170 are not constructed
Project
No. Capacity PhaseI Phase Phase Phase Phase 5 Total
114 iC 1(
116 10.5 10.5 10.5
117 101.5 21.5 52 21 101.5
128 10.5 10.5 10.5
134 18.9 18.9 18.9
135 ( 0
13€' 0 0
154 0
155 ( 0
157 0 0
158 0
15 0 .1. 0
170 ( 0
Totals 1 151.41 1 57.4 0 151.4
Table B-10: Hypothetical project cost allocation to network upgrade phase assuming
Projects #135 through #170 are not constructed
Project
No. Capacity Phase I Phase 2 Phase 3 Phase 4 Phase 5 Total
114 10 0$ - $ - $ - $ - $ -
11€' 10.5 $ - $ - $ - $ - $ -
117 101.5 $290,000 $141,463 $ - $ - $431,463
128 10.t $ - $ 53,049 $ - $ - $ 53,049
134 18.9 $ - $ 95,488 $ - $ . $ 95,488
135 0 $ - $ . $ $ - $ -
136 0 $ - $ - $ - $ - $ -
154 0 $ - $ - $ - $ - $ -
155 0 $ - $ - $ - $ - $ -
157 0 $ - $ - $ - $ - $
158 0 $ - $ - $ - $ - $ -
159 0 $ - $ - $ - $ - $ -
170 0 $ - $ - $ - $ - $ -
Totals 151.41$ - $290,000 $290,000 $ - $ - $580,000
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 34
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-06-21
IDAHO POWER COMPANY
EXHIBIT C
TO
SETTLEMENT STIPULATION
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 35
Exhibit C
The following Idaho Power network transmission facilities have been identified to be
affected by the addition of the Requesting Projects in the Twin Falls area. An outage of
any of these facilities may result in over loads on the remaining facilities. Such outages
may require the initiation of the Cassia Redispatch.
Boise Bench - Midpoint 230 kV transmission line
Boise Bench - Rattle Snake 230 kV transmission line
Rattle Snake - Midpoint 230 kV transmission line
Dram - Midpoint 230 kV transmission line
Hubbard - Danskin 230 kV transmission line
King 138/230 kV transformer
Danskin - Mountain Home Junction 138 kV transmission line
Upper Salmon - Mountain Home Junction 138 kV transmission line
Lower Malad - Mountain Home Junction 138 kV transmission line
Upper Salmon - Mountain Home Junction 138 kV line reactor
Lower Malad - Mountain Home Junction 138 kV line reactor
Lucky Peak - Mountain Home Junction 138 kV line reactor
c-I
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 36
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-06-21
IDAHO POWER COMPANY
ATTACHMENT NO. 2
TO
JOINT MOTION
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 37
BARTON L KLINE
Senior Attorney
June , 2007
Re: QF Interconnection Agreements Involving Network Upgrades
Dear
Our records indicate that you may have an interest in developing a co-generation or
small power production facility ("Qualifying Facility" or "OF") and selling the energy to Idaho
Power. As part of that development process, it will be necessary for you to obtain an
Interconnection Agreement from Idaho Power's Delivery Business Unit. As a part of the
interconnection review process, the Company's Delivery Business Unit will consider
whether it will be necessary to upgrade Idaho Power's transmission system in order to
accommodate energy deliveries from your project ("Network Upgrades").
As you may be aware, there is currently pending before the Idaho Public Utilities
Commission a proceeding in which the Commission has been asked by OF wind
developers, Cassia Wind Farm and Cassia Gulch Wind Park ("Cassia") to decide whether
they should be responsible for funding Network Upgrades to Idaho Power's transmission
system. (IPUC Case No. IPC-E-06-21). That case is fully submitted to the Commission.
While awaiting a Commission decision, Idaho Power and Cassia have negotiated
with each other in good faith to resolve the issue of cost responsibility for Network
Upgrades. As a result of those negotiations, Idaho Power and Cassia have entered into a
Stipulation which settles all of the issues of cost responsibility for Network Upgrades in a
manner that is acceptable to Cassia, Cassia's financier John Deere Credit and Idaho
Power. If the Commission accepts the Stipulation, it will resolve Case No. IPC-E-06-21.
While this Stipulation is between Idaho Power and Cassia, Idaho Power is
requesting that the Commission allow the Company to utilize the terms and conditions
contained in the Stipulation as a template for developing interconnection agreements with
other qualifying facilities where Network Upgrades are required for interconnection.
Attachment 2
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 38
June ,2007
Page 2
Enclosed for your review is a copy of the Stipulation and the Joint Motion to Approve
the Stipulation filed by Idaho Power and Cassia. As noted in the Motion, Idaho Power
believes that the terms and conditions in the Settlement Agreement are reasonable and
should be applied to all future interconnections where Network Upgrades are required.
If you have any questions regarding the terms and conditions in the Stipulation that
you would like to direct to Idaho Power, please email Dave Angell at
[e-mail] . If you desire to provide comments to the Commission
regarding the Joint Motion, the Stipulation and Idaho Power's request that the Commission
authorize the Company to apply the terms and conditions of the Stipulation to future
interconnection agreements between Idaho Power and QFs, you should go to the
Commission's website for instructions on how to provide comments.
The Commission will be issuing a Notice of Request for Public Comment on the
Motion and Stipulation in the near future. You may want to contact the Commission and
have them put you on their mailing list for receipt of notices regarding this proceeding.
Very truly yours,
Barton L. Kline
BLK:sh
Attachment 2
Exhibit 2119
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 39
19991204-0152 FERC PDF(Unofficial) 02/19/1980
tocket No. 1*179-55 L. 75 -
S 292.303(f) Peri9d ....c!ri!q which purchase ,are not required.
The proposed rule provided that an electric utility will
not be required to purchase energy and capacity from quali-
fying facilities during periods in which such purchases will
result in net increased operating costs to the electric
utility. This section was intended to deal with a certain
condition which can occur during light loading periods.
If a utility operating only base load unite during these
periods were forced to cut back output from the units in
order to accommodate purchases from qualifying facilities,
these base load units might not be able to increase their
output level rapidly when the system demand later increased.
As a result, the utility would be required to utilize less
efficient, higher cost units with faster Start-up to most
the demand that would have been supplied by the lees expen-
sive base load unit had it been permitted to operate at
a constant Output.
The result of such a transaction would be that rather
than avoiding costs as a result of the purchase from a
qualifying facility, the purchasing electric utility would
incur greater costs than it would have had it not purchased
energy or capacity from the qualifying facility. A strict
application of the avoided cost principle set forth in this
section would assess these additional costs as negative
Exhibit 2120
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 1
19991204-0152 FERC POF (Unofficial) 02/19/1980
Docket No. RM79-55 - 76 -
avoided costs which must be reimbursed by the qualifying
facility. In order to avoid the anomalous result of forcing
a qualifying utility to pay an electric utility for purchasing
its output, the Commission proposed that an electric utility
be required to identify periods during which this situation
would occur, so that the qualifying facility could cease
delivery of electricity during those periods.
Many of the comments received reflected a suspicion
that electric utilities would abuse this paragraph to
circumvent their obligation to purchase from qualifying.
facilities. In order to minimize that possibility, the
Commission has revised this paragraph to provide that any
electric utility which seeks to cease purchasing from
qualifying facilities most notify each affected qualifying
facility prior to the occurence of such a period, in time
for the qualifying facility to cease delivery of energy
or capacity to the electric utility. This notification
can be accomplished in any reasonable manner determined
by the State regulatory authority. Any claim by an elec-
tric utility that such a light loading period will occur
or has occurred is subject to such verification by its State
regulatory authority as the State authority determines
necessary or appropriate either before or after its occur-
rence. Moreover, any electric utility which falls to pro-
Exhibit 2120
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 2
19991204-012 FERC PDF (Unofficial) 02/19/1980
Docket No. RM79-55 - 77 -
vide adequate notice or which incorrectly identifies such
a period will be requited to reimburse the qualifying
facility for energy or capacity supplied as if such a
light loading period had not occurred.
The section has also been modified to clarify that
such periods must be due to operational circumstances.
The Commission does not intend that this paragraph
override contractual or other legally enforceable obliga-
tions incurred by the electric utility to Purchase from
a qualifying facility. In such arrangements, the estab-
lished rate is based on the recognition that the value
of the purchase will vary with the changes in the utility's
operating costs. These variations ordinarily are taken into
account, and the resulting rate represents the average value
of the purchase over the duration of the obligation. The
occurrence of such periods may similarly be taken into
account in determining rates for purchases.
Tx Issues
The conference Report states that:
• the examination of the level of rates
which should apply to the purchase by the
utility of the cogeneratoc's or the small
power producer's power should not be burdened
by the same examination as are utility rate
applications to determine what is the lust
Exhibit 2120
GNR-E-1 1-03
R. Guy: Idaho Wind Partners I, LLC
Page 3