20120720Late Filed Exhibit No.2201.pdf

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RIDGELINE ENERGY LLC
Case No. GNR-E-11-03
PRE-FILED EXHIBIT NO. 2201
• FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
ROCKLAND WIND PROJECT LLC
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• FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
ROCKLAND WIND PROJECT 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 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 E
Appendix 13 Appendix F
AppendixC Appendix G
Appendix D
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FIRM ENERGY SALES AGREEMENT
Project Name: Rockland Wind Project
Project Number: 41455300
THIS FIRM ENERGY SALES AGREEMENT ("Agreement"), entered into on this _day of
September, 2010 between Rockland Wind Project LLC (Seller), and IDAHO POWERCOMPANY, an
Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually
as "Party."
WrFNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation facility'
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 L DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms shall have the
following meanings:
1.1 "Adjusted Facility Mechanical Availability" means the sum of the actual hours in each calendar
month tens any hours, and any portion of an hour (measured in 15-minute intervals), in which a
Force Majeure, an Idaho Power Forced Outage or an Idaho Power failure to receive Na Energy
was in effect that prevented the Facility or portions of the Facility from delivering Net Energy to
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Idaho Power multiplied by the Nameplate Capacity of the Facility as established in paragraph 5.3
of this Agreement result being measured in MWhs.
1.2 "Availability Shortfall Price" -
12.1 For each calendar month beginning before January 1, 2022, the difference of the Market
Energy Reference Price for such month, minus the applicable All Hours Energy Price
specified in paragraph 7.3 of this Agreemerit for such month.
1.2.2 For each calendar month beginning on or after January 1, 2022, the difference of the
Market Energy Reference Price for such month, plus the Environmental Attribute
Replacement Value minus the applicable All Hours Energy price specified in
paragraph 7.3 of this Agreement
12.3 If the applicable calculation in paragraph 1.2.1 or 1.2.2 results in a valueless than 15.00
Mills/Kwh the result shall be 15.00 Mills/Kwh.
1.3 "Business Days" - means any calendar day that is not a Saturday, a Sunday, New Years Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving, Christmas, or any other NERC
recognized holiday.
1.4 "Commission" - The Idaho Public Utilities Commission.
1.5 "Contract Yea?' - The period commencing each calendar year on the same calendar date as the.
Operation Date and ending one (1) year thereafter.
1.6 "Critical Permits" has the meaning set forth in paragraph 5.4.
1.7 "Delay Damages" = Damages payable to Idaho Power as calculated in paragraph 5.4,5.5,5.6 and
5.7.
1.8 "Delay Perio '-All days past the Scheduled Operation Date until the Seller's Facility achieves the
Operation Date, provided that if Seller's Facility achieves the Operation Date after the Delay
Security has been exhausted by Idaho Power as provided in this Agreement, the Delay Period ends
on the date that the Delay Security equals zero and Idaho Power may terminate this Agreement at
that time with no additional damages being assessed against either Party.
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1.9 "Delay Pricà" -Eight Thousand Dollars (8,000.00) per day.
1.10 "Delay Security"- The amount of security, as determined in paragraph 5.9.1,to be provided against
delays hi Seller's achievement of the Operation Date.
1.11 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.12 "Effective Date" - The date stated in the opening paragraph of this Finn Energy Sales Agreement
representing the date upon which this Finn Energy Sales Agreement was fully executed by both
Parties.
1.13 "Facility" - That electric generation facility described in Appendix B of this Agreement.
1.14 "Facility Mechanical Availability" - A monthly estimate, measured in MWhs prepared and
documented after the fact by the Seller, reviewed and accepted by the Buyer in accordance with
paragraph 6.6.1 that is the sum of the available hours and any portion of an hour (measured in 15
minute intervals), of each wind turbine as recorded on each wind turbines operations system
(SCADA) multiplied by the Nameplate Capacity of each wind turbine. The Seller shall collect and
maintain actual data to support this calculation and shall keep this data for a minimum of 3 years.
1. 1.15 "First &= Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article N and the Seller begins delivering energy to
Idaho Power at the Point of Delivery.
1.16 "Environmental Attributes" means any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from theFacility, and its avoided
emission of pollutants. Environmental Attributes include but are not limited to: (1) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2),
methane (CH4), nitrous oxide, hydrofluorocarbons, petfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovenmenta1 Panel on Climate Change, or otherwise bylaw, to contribute to the actual or
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potential threat of altering the Earth's climate by trapping heat in the atmosphere;' (3) the reporting
rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting
Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the (keen Tag Purchaser's discretion, and include without limitation those Green Tag
Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any
present or future federal, state, or local law, regulation or bill, and international or foreign
emissions trading program. Green Tags are accumulated on a MWh basis and one (keen Tag
represents the Environmental Attributes associated with one (1) MWh of Energy. Environmental
Attributes do not include (i) any energy, capacity, reliability or other power attributes from the
Facility, (ii) production tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (in) the cash grant in lieu
of the investment tax credit pursuant to Section 1603 of the American Recovery and Reinvestment
Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility for compliance
with local, state, or federal operating and/or air quality permits.
1.17 "Environmental Attribute Replacement Value" - means a) through the calendar year of 2021 the
lesser of $25 per MWh or the documented value of the affected Party's lost RECs, expressed in
dollars per MWh orb) for the calendar year of 2022 and beyond the lesser of $25 escalated by 21/o
for each calendar year past 2021 or the documented value of the affected Party's lost RECs,
expressed in dollars per MWh.
1.18 "Heavy Load Hours" - The daily hours beginning at 7:00 am, ending at 11:00 pm Mountain Time,
(16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving, and Christmas.
Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in Uie list of Environmental Attributes, this inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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1.19 "Idaho Power Forced Outane" - a partial or total reduction of Idaho Power's ability to accept Net
Energy at the Point of Delivery for non-economic reasons, as a result of Idaho Power: 1) equipment
failure which was not the result of negligence or lack of preventative maintenance of 2) unplanned
preventative maintenance to repair equipment that left unrepaired, would result in failure of
equipment prior to the planned maintenance period or 3) planned maintenance or construction of
electrical lines required to serve this Facility. Idaho. Power shall make commercially reasonable
efforts to perform the planned and unplanned preventative maintenance during periods of low wind
availability.
1.20 "Interconnection Facilities" - All equipment specified in Seller's interconnection agreement.
1.21 "Light Load Hours"— The daily hours beginning at 11:00 pm, ending at 7:00 am Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving, and Christmas.
122 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of
the transformation and transmission, of energy between the Metering Point and the Point of
Delivery. The loss calculation formula will be as specified in Appendix B of this Agreement. If the
Metering Point is physically located at the Point of Delivery and measures the actual energy
delivered to the Idaho Power electrical system at that point then the Losses will be zero.
1.23 "Market Energy Reference Price" - Eighty five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.24 "Material Breach" - A DelimIt (paragraph 19.2.1) subject to paragraph 192.2.
1.25 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will -be as specified
in Appendix B of this Agreement
1.26 "Mechanical Availability" -. The percentage amount calculated by Seller within five (5) days after
the end of each month of the Facility's monthly mechanical availability, calculated as the quotient
of the Facility Mechanical Availability (MWhs) divided by the Adjusted Facility Mechanical
Availability (MWhs) Availability for the applicable month. Any damages due as a result of the
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Seller falling short of the Mechanical Availability Guarantee for each month shall be determined in
accordance with paragraph 6.6.4.
1.27 "Mechanical Availability Guarantee" shall be as defined in paragraph 6.6.
1.28 "Metering Equipment" - All equipment specified in Seller's interconnection agreement, this
Agreement and any additional equipment specified in Appendix B required to measure, record and
telemeter bi-directional power flows from the Seller's Facility at the Metering Point.
129 "Metering Point" - The physical point at which the Metering Equipment is located that enables
accurate measurement of the Test Energy and Net Energy deliveries to Idaho Power at the Point of
Delivery for this Facility that provides all necessary data to administer this Agreement
1.30 "Mid- Columbia Market Energy Cost" —Ninety percent (90%) of the monthly weighted average of
the daily on-peak and off-peak Intercontinental Exchange Mid-Columbia Index (ICE Mid-C Index)
prices for firm energy. If the ICE Mid-C Index price is discontinued by Intercontinental Exchange,
both Parties will mutually agree upon a replacement index, which is similar to the ICE Mid-C
index. The selected replacement index will be consistent with other similar agreements and a
commonly used index by the electrical industry.
1.31 "Naineilate Cap —The full-load electrical quantities assigned by the designer to a generator
or other piece of electrical equipment, such as transformers and circuit breakers, under standardized
conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts or other appropriate units.
Usually indicated on a nameplate attached to the individual machine or device.
1.32 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kwh) delivered to Idaho Power at the Point of Delivery. Subject to the
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.
133 "Operation Date" —The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements of paragraph 5.3 have been completed.
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1.34 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the Seller's
electrical facilities are interconnected and the energy from this Facility is delivered to Idaho Power.
1.35 "Prudent Electrical Practices' —Those practices, methods and acts that would be implemented and
followed by prudent operators of electric transmission facilities (with respect to Idaho Power) or
prudent operators of electric generation facilities similar to the Facility (with respect to Seller) in
the Western United States during the relevant time period, which practices, methods and acts, in the
exercise ofprudent and responsible professional judgment in the light ofthe facts known at the time
the decision was made, could reasonably have been expected to accomplish the desired result
consistent with good business practices, reliability and safety, and shall include, at a minimum,
those professionally responsible practices, methods and acts described in the preceding sentence
that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of
governmental authorities with jurisdiction over the applicable Party, WECC standards, and
applicable Law. Good Industry Practice is not intended to be the optimum practice method or act
to the exclusion of all others, but rather is intended to be any of the practices, methods and/or.
actions generally accepted in the region.
1.36 "PQ" - The Production Tax Credits applicable to electricity produced from certain renewabló
resources pursuant to 26 U.S.C. § 45, or replacement or substitute tax benefits based on en.ergy
production from the Facility.
1.37 "PLC Value'- If the Seller elects to receive PTCs for this Facility, an amount equal to: (a) the
PTCs to which Seller would have been entitled with respect to renewable energy (1) it is unable -to
deliver because of a Buyer event of default or (if) that Buyer fails to receive and such failure is not
excused by the terms of this Agreement plus (b) a "gross up" amount to take into account the
federal, state and local income tax to Seller on such payments in lieu of PTCs, so that the net
amount retained by Seller, after payment of federal, state and local income taxes, is equal to the
amount set forth in clause (a) of this definition. For purposes of determining the feregoing, Seller
shall deliver a certificate from an officer of Seller stating the corporate income tax rates (federal,
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state or local, as applicable) that are in effect for the Seller during the tax year in which the receipt
of such PlC Value is taxed, and such income tax rates shall be used in the calculation of the PTC
Value. If the Seller does not elect to receive PlC's for this Facility, the PTC Value shall be zero (0).
1.38 Renewable Energy Certificate" or "REC" means a certificate, credit, allowance, green ta& or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result ofthe generation of electricity
associated with the REC. One REC represents the Environmental Attributes associated with the
generation of one thousand (1,000) kWh of Net Energy.
1.39 "Scheduled Operation Date" —The date specified in Appendix B when Seller anticipates achieving
the Operation Date, as such date maybe extended in accordance with paragraph 5.4. It is expected
that the Scheduled Operation Date provided by the Seller shall be a reasonable estimate of the date
that the Seller anticipates that the Seller's Facility shall achieve the Operation Date.
1.40 "Season" - The three periods identified in paragraph 6.4.1 of this Agreement.
1.41 "Serial Defect' means an equipment failure, or a foreseen equipment failure, after installation of
the equipment that is a result of a manufacturer's material manufacturing or design defect, or a
defect that occurs in thirty percent (30%) or-more of the equipment installed and which the Seller
had no knowledge of prior to the equipment being installed at this Facility.
1.42 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.43 "Te." has the meaning set forth in paragraph 5.1.
1.44 "Test 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.
1.45 "Wind Enersv Production Forecasf' - A forecast of energy deliveries from this Facility provided
by an Idaho Power administered wind forecasting model, as described in Appendix E.
1.46 "Wind Energv'Production Forecasting Monthly Cost Allocation" or 'MCA" has the meaning set
forth in Appendix E. -
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ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Jndeuendent 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 Indenendent Exnerts -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 solelythose of Seller.
ARTICLE III: WARRANTIES
3.1 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 Oualifving Facility Status - Seller warrants that the Facility will be a "Qualifying Facility," as that
term is used and defined in 18 CFR 292.201 et seq. prior to the delivery of any Test Energy or Net
Energy for sale pursuant to this Agreement. After initial qualification, Seller will take such steps as
may be required to maintain the Facility's Qualifying Facility status under 18 CFR §292.201 et.
seil during the full term of this Agreement, and Seller's failure to maintain Qualifying Facility.
status will be a Material Breach of this Agreement. As specified in paragraph 4.1.1, as 's condition
to achieve a First Energy Date, the Seller shall provide documentation and evidence that the
Facility is a Qualifying Facility. After the First Energy Date Idaho Power reserve the right to
request and review the Qualifying Facility status and associated support and compliance
documents at anytime during the term of this Agreement.
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ARTICLE W: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date, 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 18 CFR 292.201 et seq. as a certified
Qualifying Facility.
4,1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits 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 ofthe American Bar Association
Section of Business Law (1991).
4.1.3 Mechanical Completion Certificate - Submit to Idaho Power a copy of the Mechanical
Completion Certificate provided by the engineering, procurement, and construction
contractor for each wind turbine prior to the start of commissioning for such wind turbine.
4.1.4 Nameplate CaDacity - Submit evidence to Idaho Power that the Nameplate Capacity that
will be established in paragraph 5.3 of this Agreement is not designed to exceed the
Maximum Capacity.
4.13 Insurance - Submit written proof to Idaho Power of all insurance required in Article Xffl.
4.1.6 Interconnection— Provide written confirmation from Idaho Power's delivery business unit
that Seller has satisfied all material interconnection requirements.
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42 The Facility shall be designated as an Idaho Power network resource capable of delivering firm.
energy up to the Maximum Capacity Amount no later than the First Energy Date. Seller shall
supply to Idaho Power all Facility information and data that is required to enable Idaho Power to
request this designation no later than 60 days prior to the First Energy Date.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effectjve on
the Effective Date and, unless earlier terminated pursuant to the terms of this Agreement, shall
continue in full force and effect for a period of twenty five (25) Contract Years from the Operation
Date ("Term").
52 Extension ofTerm— prior to the end of the Term of this Agreement, the Parties may mutually agree
to negotiate the extension of the Term of this agreement.
53 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 reasonably acceptable to both of the
Parties has been received.
c)Seller has submitted an executed Engineer's Certification of Design & Construction
Adequacy and an Engineer's Certification of Operations and Maintenance (O&M)
Policy, in substantially the form specified in Appendix C, as may be modified to the
extent necessary to recognize the different engineering disciplines providing the
certificates. If Idaho Power does not dispute the validity of these certificates within
five (5) days after Seller's submission, then Idaho Power will be deemed to have
accepted the certificates. if Idaho Power disputes the validity of these certificates
within five (5) days the Parties shall cooperate to resolve the issues identified by
Idaho Power. If the Parties are not able to resolve the identified issues, the Parties shall
commence the dispute resolution procedures set forth in paragraph 19.1. Until such
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time as the Engineering Certificates are accepted by Idaho Power or the dispute
resolution procedure results in a determination that the Engineering Certificates meet
the requirements of this paragraph 53(c), this requirement shall not be fulfilled;
provided that (1) if the Seller's provided Engiieering Certificates are substantially and
materially complete, the Scheduled Operation Date shall be extended on a day-for-day
basis for each day from the submission of the Engineering Certificates until the dispute
is resolved, and (ii) if after resolution of the Idaho Power identified issues, it is deemed
that the initial certificates submitted by the Seller were in substantial compliance with
all material requirements, the date of the initial submittal shall be established as the
date that this requirement was fulfilled.
d)Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of the Facility.
e)Security Requirements - Provide Idaho Power with a Letter of Credit or Cash Escrow
Security (as those terms are defined in this paragraph), Guarantee (as defined in
Appendix D), or other forms. of liquid financial security that would provide readily
available cash to Idaho Power upon the occurrence of an event of default under this
Agreement. The value of these security instruments shall be $1,500,000.00 and Seller
shall have the right at any timi during the Term to substitute among the forms of
security provided for in this paragraph 5.3(e).
L Cash Escrow Seèurity-- If Seller elects to provide Cash Escrow
Security, Seller shall deposit funds in an escrow account established
on behalf of Idaho Power in a banking institution acceptable to both
Parties equal to value of the security as specified above. Such sum
shall earn interest in accordance with the terms of the escrow
agreement. To the extent Idaho Power receives payment from the
escrow account Seller shall, within fifteen (15) days thereafter,
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restore the value of the escrow account as if no such deduction had
occurred, unless this Agreement has been terminated.
ii. Letter of Credit or Guarantee—If Seller elects to provide a Letter of
Credit or Guarantee, Seller shall post and maintain in an amount equal
to the value of the security as specified above: (a) a Guarantee from
Seller's corporate parent or a party meeting the Credit Requirements
(as defined in Appendix D), or (b)aLetter of Credit from aparty
meeting the Credit Requirements (as defined In Appendix. DJ in favor
of Idaho Power and in a form substantially similar to the form attached
hereto as Appendix F. To the extent Idaho Power receives payment
from the guarantor or draws upon the Letter of Credit, Seller shall,
within fifteen (15) days thereafter, restore the value of the Guarantee
orLetter of Credit as if no such deduction had occurred, unlessThis
Agreement has been terminated.
1) Seller has provided written notice of the requested Operation Date to Idaho Power five
(5) Business Days prior to the requested Operation Date.
g) Subject to paragraph 5.10.2, if the Delay Security remaining on the Operation Date is
in excess of $1,500,000, the Seller may notify Idaho Power to retain $1,500,000 of the
unallocated Delay Security to meet the Seller's $1,500,000 security requirement
required to be posted at the Operation Date. If the Seller makes this request,
Idaho Power shall only return to the Seller the unallocated Delay Security less
$1,500,000
5.4 Oneration Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. The Scheduled Operation Date shall be extended on a day-for-day
basis for each day of delay, caused by (a) an inability or delay in obtaining critical path permits,
which shall include but not be limited to building permits ("Critical Permits") despite Seller's use
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of commercially reasonable efforts to obtain timely such Critical Permits, (b) an event of Force
Majeure, or (c) delays in the interconnection and transmission network upgrade study, design and
construction process. Provided that such delays are not the result of any action or inaction by the
Seller acting in a commercially reasonable manner, and provided that Seller is in material
compliance with its obligations under its interconnection agreement.
5.4.1 If the Operation Date occurs after the Scheduled Operation Date, Idaho Power may -draw
upon the Delay Security in the amount of the Delay Damages, which shall be calculated at
the end of each calendar month after the Scheduled Operation Date as follows:
Delay Damages are equal to the number of days in the Delay Period multiplied by
the Delay Price.
5.5 If Seller has not achieved the Operation Date as of the date that is six (6) months after the
Scheduled Operation Date (as it maybe extended pursuant to paragraph 5.4), then either Party may
terminate this Agreement within thirty (30) days after such date, effective upon written notice to the
other Party, and Idaho Power shall be entitled to retain any remaining Delay Security as its sole and
exclusive remedy for any inability of Seller to obtain the Operation Date by such date. If neither
Party terminates this Agreement, then Idaho Power may continue to draw upon the Delay Security
in the amount of the Delay Damages pursuant to paragraph 5.4.1.
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.
5.7 The Parties agree that the damages Idaho Power would incur due to Seller's inability to achieve the
Operation Date within six (6) months after the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the portion of the Delay Security remaining undrawn
at such time is an appropriate approximation of such damages.
5.8 Prior to the Seller executing this Agreement:
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a)Seller has filed for interconnection and is in material compliance with all payments and
requirements of the interconnection process
b)Seller has received and accepted an interconnection feasibility study for this Facility.
c)Seller has provided all information required to enable Idaho Power to file an initial
transmission capacity request.
d)Results of the initial transmission capacity request are known and acceptable to the Seller.
e)Seller acknowledges responsibility for all interconnection costs in accordance with its
interconnection agreement.
5.9 Prior to Idaho Power filing this executed Agreement at the Commission seeking approval;
a)Seller shall post security in a form as described in Appendix Din the amount-of $ 300,000,
or
b)Seller shall waive "Sellers Right to Terminate" as specified in paragraph 5.12.
lithe Seller posts security as required in paragraph 5.9(a), Idaho Power shall:
a)Draw upon this security to satisfy the termination payments due Idaho Power
if the Seller terminates this Agreement as allowed in paragraph 5.12(a).
b)Release any remaining security as required in paragraph 5.9(a) after;
i)Termination of this agreement as allowed in paragraph 5.12 has
occurred and Idaho Power has collected all termination payments due
Idaho Power,
ii)Seller has waived the "Sellers Right to Terminate" as specified in
paragraph 5.12. or
iii)Seller has posted Delay Security.
5.10. Within thirty (30) days of the date of a Commission Order, as specified in Article XXI, approving
this Agreement, Seller shall post Delay Security in a form as described in Appendix D equal to the
amount calculated in paragraph 5.10.1. 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
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if Seller fails to cure such Material Breach within five (5) Business Days after written notice from
Idaho Power.
5.10.1 Delay Security - The Delay Security shall equal forty five dollars ($45) multiplied by the
Maximum Capacity Amount, with the Maximum Capacity Amount being measured in W.
5.10.1.1 In the event (a) Seller provides Idaho Power with a certification that (1) a
generation interconnection agreement specifying a-schedule that will enable this
Facility to achieve the Operation Date no later than the Scheduled Operation Date
has been completed and the Seller has paid all required interconnection costs
thereunder, or (2) a generation interconnection agreement is substantially
complete and all material costs of interconnection have been identified and agreed
upon, and (b) the Seller is in material compliance with all terms and conditions of
the generation interconnection agreement, the Delay Security calculated in
accordance with paragraph 5.9.1 will be reduced by ten percent (10%).
5.10.1.2 If the Seller has received a reduction in the calculated Delay Security as specified
in paragraph 59.1.1 and subsequently (a) at Seller's request, the generation
interconnection agreement specified in paragraph 5.9.1.1 is revised and as a result
the Facility will not achieve its Operation Date by the Scheduled Operation Date or
(b) if the Seller does not maintain compliance with the generation interconnection
agreement, the full amount of the Delay Security as calculated in paragraph 5.9.1
will be subject to reinstatement and will be due and owing within 15 Business
Days from the date Idaho Power requests reinstatement Failure to timely reinstate
the Delay Security will be a Material Breach of this Agreement if such failure is
not cured within five (5) Business Days after written notice from Idaho Power.-
5.10.2 Idaho Power shall calculate the amount of any Delay Damages owed by Seller and release
any remaining Delay Security within (a) five (5) Business Days after the Operation Date,
provided that Idaho Power shall not be required to release the amount, if any, of the Delay
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Security that Seller has elected to apply towards its security obligations under paragraph
5.3(g), or (b) if this Agreement is terminated prior to Seller achieving the Operation Date,
60 days after the Agreement has been tenninated. Notwithstanding anything to the
• contrary in this Agreement, Seller's liability for any breach of this Agreement by Seller or
termination of this Agreement prior to the Operation Date, except for any breach causódby
Seller's willful misconduct, shall be limited to no more than the amount of the Delay
Security. The Delay Security as determined in paragraph 5.10.1 is a fixed amount and
Seller shall not be required to replenish such Delay Security if and when it is drawn upon
by Idaho Power.
5.10.3 Progress Reports. Within ten (10) Business Days after the end of each calend month
following the Effective Date until the Operation Date is achieved, Seller shall submit
progress reports to Idaho Power on the development and construction of the Facility.
Idaho Power shall rely on these progress i4ports to schedule the transmission capacity
availability and other factors that will impact Idaho Power's ability to accept. the Test
Energy and/or Net Energy from the Facility.
5.11 Partial Completion Damages - If the Nameplate Capacity established pursuanl to paragraph 5.3(d)
is less than seventy-two (72) MW, then Idaho Power shall be entitled to draw upon and retain a
portion of the Delay Security equal to the product of (a) the difference of seventy-two (72) MW,
minus the Nameplate Capacity, in MW, multiplied by (b) ten thousand dollars per MW
($10,000/MW). Drawing upon and retaining such portion of the Delay Security shall he
Idaho Power's sole and exclusive remedy for any failure of Seller to develop and place in operation
the full seventy-two (72) MW of electrical generating capacity.
5.12 SellerTermination Right. If Seller is unable to obtain an agreement for the sale ofRECs associated
with the expected Net Energy produced by the Facility on terms acceptable to Seller, then Seller
shall have the right to terminate this Agreement, effective upon written notice to Idaho Power,
provided that Seller shall be liable to Idaho Power for a termination payment equal to (a) $300,000
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if Seller provides notice of termination prior to receipt of Commission approval of this Agreement,
(1,) $1,000,000 if Seller provides notice of termination on or before the date that is thirty (30) days
after receipt of Commission approval of this Agreenien or (c) the amount of the Delay Security if
Seller provides notice of terminntion.more than sixty (60) days after receipt of Commission
approval of this Agreement.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Enerav - Except when either Party's performance is excused as
Provided herein, 'Idaho Power will purchase and receive and Seller will sell and deliver all of the
Net Energy to Idaho Power at the Point of Delivery.
6.2 Delivery and Acceptance of Test Enemy - It is understood by both Parties that prior to the
Operation Date both Parties are commissioning and testing the applicable interconnection and
generation equipment and interruptions of the Facility's ability to deliver Test Energy to
Idaho Power may occur. The Seller and Idaho Power shall cooperate and coordinate the testing of
the various equipment to minimize these interruptions.
6:3 At no time will the instantaneous amount of Net Energy and/or Test Energy produced by the
Facility and delivered by the Seller to the Point of Delivery exceed the Maximum Capacity
Amount.
6.4 Net.Enerav Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. The Parties agree that the actual amount of Net Energy produced by the Facility and
delivered by Seller to the Point of Delivery -may vary from these estimates. These amounts shall be
consistent with the Mechanical Availability Guarantee associated with the wind turbines selected
by Seller in its sole and reasonable discretion. Upon final selection of wind turbines by Seller,
Seller shall have the right-to revise the amounts set forth in this paragraph as well as the Facility
description in Appendix B.
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Case No. GNR-E-1 1-03
Pagel of 20
6.4.1 Initial Year Monthly Net Energy Amounts:
Month jj
March 20,918,000
Season 1 April 20,015,000
My 16,735,000
July 10,548,000
August 12,374,000
• Season 2 November 21,384,000
December 26,752,000
June 15,111,000
September 13,001,000
Season 3 October 18,679,000
• January 24,395,000
February 18.150,000
Total 218,062,000
6.5 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 1/16) of the sum of the Initial Year Monthly Net
Energy Amounts as specified in paragraph 6.4 shall constitute an event of default.
6.6 Mechanical Availability Guarantee - For each full calendar month beginning after the Operation
Date has been established, the Facility shall achieve a minimum monthly Mechanical Availability
for the Facility of at least (a) eighty percent (80%), in respect of each of the first six (6) ibil calendar
months after the Operation Date, or (b) eighty-five percent (85%), in respect of each; lull calendar
month thereafter (the "Mechanical Availability Guarantee"). Failure to achieve the Mechanical
Availability Guarantee shall result in Idaho Power calculating damages as specified in
paragraph-6.6.4.
6.6.1 Within five (5) days after the and of each month, the Seller shall provide and certify the
calculation of the Facility's Mechanical Availability for the previous month. The Seller
shall include a summary of all information used to calculate the Mechanical Availability,
including but not limited to: (a) hourly turbine availability, (b) Force Majeure events,
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Idaho Power Forced Outages, and Idaho Power failure to receive Net Energy. If
Idaho Power disputes Seller's calculation of the Facility's Mechanical Availability, Idaho
shall notify Seller and if not resolved informally by the Parties, such disputes shall be
resolved in accordance with ArticleXIX.
6.62 The Seller shall maintain and retain for three (3) years detailed documentation supporting
the calculation of the Facility's Mechanical Availability.
6.63 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availability at the Seller's Facility or other
mutually agreed location during normal business hours and upon reasonable advance
notice.
6.6.4 If the previous month's Mechanical Availability is less than the Mechanical Availability
Guarantee, then the damages for such month shall be equal to the product of (a) the
difference between (i) the Mechanical Availability Guarantee, minus (ii) the Mechanical
Availability for such month, multiplied by (b) the Initial Year Monthly Net Energy amount
set forth in paragraph 6.4.1 for the applicable month, multiplied by (c) the Availability
Shortfall Price (Example included as Appendix G). Notwithstanding anything to the
contrary in this Agreement, the aggregate damages payable by Seller due to actual
Mechanical Availability of less than the Mechanical Availability Guarantee shall not
exceed $32 million in any Contract Year nor $16.0 million cumulatively over the Term of
this Agreement. The caps on liability set forth in the foregoing sentence shall not limit
Seller's liability for a breach of this Agreement caused by Seller's willful misconduct.
6.6.5 Anr damages calculated in paragraph 6.6.4 will be offset against the current
month's energy payment If an unpaid balance remains after the damages are offset
against the energy payment, the Seller shall pay in full the remaining balance
within 30 days of the date of the invoice.
6.7 Tax Credits and Grants. Idaho Power agrees and acknowledges that any and all financial
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incentives, benefits or credits associated with the Facility, or the ownership or operation thereof, or
the output of the Facility, including any production or investment tax credits, real or personal
property tax credits, the cash grant available from the United States Department of Treasury in lieu
oflTCs (as provided by Section 1603 ofthe American Recovery and Reinvestment Act of 2009), or
sales or use tax credits in effect on the Effective Date shall be owned by Seller. In the event that
new tax credits or increased levels of existing tax credits, or other financial incentives applicable to
the Facility or the output of the Facility are enacted or implemented after the Effective Date and
during the Term of the Agreement, Seller shall own all such new or increased financial incentives.
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 non-levelized energy price as specified below:
Year
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Season 1 -(73.50%)
mills/Kwh
44.39
45.44
4651
47.62
48.75
49.91
51.09
52.31
5336
54.84
56.15
57.50
58.87
60.29
61.73
63.22
64.74
66.30
67.89
Season 2- (120.00%)
Mills/Kwh
72.47
74.18
75.94
77.74
.79.59
81.48
83.42
85.41
87.45
89.53
91.68
93.87
96.12
98.43
100.79
103.21
105.69
108.24
•iio.is
-23 --
Season 3 -(100.00 %)
Mills/Kwh
60.39
61.82
63.28
64.78
66.32
67.90
69.52
71.17
72.87
74.61
76.40
78.23
80.10
82.02
83.9
86.01
88.08
90.20
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2030 69.53 113.52 94.60.
2031 7111 116.26 96.89
2032 . 72.59 118.51 98.76
2033 73.99 120.80 100.67
2034 75.42 123.14 102.62
2035 76.89. 12533 . 104.61
2036 78.38 127.96 106.63
7.2 Light Load Purchase Price - For all Net Energy received during Light Load Hours, Idaho Power
will pay the non-levelized energy price as specified below:
Season 1 -(73.50 %) Season 2 -(120.00 %) Season 3 - (100.00 %)
Year Mills/Kwh Mills/Kwh Mills/Kwh
2011 39.04 63.73 • 53.11
2012 40.09 65.45 54.54
2013 41.16 67.20 56.00
2014 42.27 69.00 57.50
2015 43.40 70.85 59.04
2016 44.56 72.74 60.62
2017 45.74 74.68 62.24
2018 46.96 . 76.67 63.89
2019 48.21 78.71 65.59
2020 49.49 . 80.80 67.33
2021 50.80 82.94 69.12
2022 52.14 85.13 70.95
2023 53.52 87.38 72.82
2024 54.94 89.69 74.74
2025 56.38 92.05 76.71
2026 57.87. . 94.48 78.73
2027 59.39 96.96 80.80
2028 60.95 99.50 82.92
2029 62.54 102.11 85.09
2030 64.18 104.79 87.32
2031 65.86 10733 89.16
2032 67.24 109.78 91.48
2033 68.64 112.07 9339
2034 70.07 114.41 9534
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2035 71.53 116.79 97.33
2036 73.02 119.22 99.35
7.3 All Hours Energy Price - The price to be used in the calculation of the Test Energy Price and
Availability Shortfall Price shall be the non-levelized energy price as specified below:
Season 1 - (73.50 %) Season 2 - (120.00 %) Season 3- (100.00 %)
Year Mills/Kwh Mills/Kwh • Mills/Kwh
2011 • 42.01 68.58 57.15
2012 43.06 • 70.29 58.58 •
2013 44.13 72.05 60.04
2014 45.24 73.85 61.54
2015 • 46.37 75.70 63.08
• • 2016 47.53 77.59 • 64.66
• 2017 48.71 79.53 • 66.28 •
2018 • 49.93 • 81.52 67.93
2019 51.18 83.56 69.63
2020 • 52.46 85.65 • • 71.37
• 2021 53.77 87.79 73.16 • •
2022 55.11 89.98 74.99 •
2023 56.49 92.23 • 76.86
• 2024 57.90 • 94.54 • • 78.78
2025 59.35 96.90 80.75
2026 • 60.84 99.32 82.77
2027 62:36 • 101.81 84.84 •
2028 63.92 104.35 • 86.96
• 2029 65.51 106.96 89.13
2030 67.15 • 109.64 91.36
2031 68.83 112.38 • 93.65
2032 70.21 114.62 95.52 •
• 2033 71.61 116.92 97.43
2034 73.04 119.25 • 99.38
2035 74.50 121.64 • 101.37
• 2036 75.99 • 124.07 103.39 •
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7.4 Test Enemy Price - For all Test 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.
73 Payment Due Date - Undisputed Energy payments, less the Wind Energy Production Forecasting
Monthly Cost Allocation and any other payments due Idaho Power, will be disbursed to the Seller
within 10 days of the date which Idaho Power receives the documentation of the monthly Net
Energy actually delivered to Idaho Power as specified in Appendix A.
7.6 Continuhur 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 Enemy. Inc., 107 Idaho
781,693 P.2d 427 (1984) (Afton ifi), Afton Energy, Inc. v. Idaho Power Company, 111 Idaho 925,
729 P.2d 400 (1986), Arkoosh v. Idaho Power Company, Idaho Public Utilities Commission Order
No. 19442 (Feb. 8, 1985), Idaho Power Company v. Idaho Public Utilities Commission. 107 Idaho
1122, 695 P.2d 1261 (1985), Section 210 of the Public Utilities Regulatory Policies Act of 1978
and 18 CFR §292.303-308.
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Seller retains ownership under this Agreement of the Environmental Attributes directly associated
with the production of energy from the Seller's Facility sold to Idaho Power through the last day of
calendar year 2021.
8.2 Idaho Power shall be granted ownership under this Agreement of Environmental Attributes directly
associated with the production of energy from the Seller's Facility sold to Idaho Power starting with
the first hour of the first day of calendar year 2022 and through the end of the Term of this
Agreement.
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ARTICLE IX: FACILITY. INTERCONNECTION AND WIND FORECASTING DATA.
9.1 Desisu of Facility -Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery.
of Net Energy to the Idaho Power Point of Delivery for the fill term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be determined in accordance with Seller's interconnection
agreement. Responsibility for all costs associated with this equipment will be set forth in Seller's
interconnection agreement.
93 Wind data
9.3.1 Historical wind data— Within 60 days after Commission approval of this Agreement, the
Seller shall provide Idaho Power with seven years of historical wind data from the
meteorological towers at the Rockland site. This data will be provided in an electronic
format reasonably acceptable to Idaho Power.
9.3.2 No later than 30 days prior to the First Energy Date the Seller shall have erected at the site
two (2) high quality, hub-height, permanent, meteorological wind measurement towers at
locations on the site equipped with-
(i)Two (2) heated anemometers per tower;
(ii)Two (2) air temperature sensors per tower;
(iii)One (1) barometric pressure sensor (with DC? sensor); and
(iv)Two (2) heated wind vanes per tower.
9.3.3 The wind sensors and air-temperature sensors shall be set at two (2) height locations from
ground level. All equipment shall provide reasonably accurate measurement of wind data.
The Seller will install the necessary equipment to be able to electronically transmit this
wind data and wind turbine availability status real-time to Idaho Power or a designee of
Idaho Power in a method and form reasonably acceptable to Idaho Power and in
accordance with Prudent Electrical Practices. Turbine availability status shall be
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transmitted beginning 45 days after First Energy Date. Failure by the Seller to operate and
• maintain this equipment in a manner to provide reasonably accurate and dependable data
for the full term of this Agreement shall be an event of default.
9.3.4 Seller shall submit to Idaho Power Seller's technical specifications for the meteorological
towers along with a site plan showing the location of the towers, project layout with turbine
locations and the wind rose for the Site, as applicable.
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 Seller's interconnection agreement.
The metering equipment will be at the location and of the type required to measure, record and
report the Facility's Net Energy, Station Use, and maximum energy deliveries (kW) at the Point of
Delivery in a manner to provide Idaho Power adequate energy measurement data to administer this
Agreement and to integrate this Facility's energy production into the Idaho Power electrical
system.
10.2 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 produced and delivered to the.
Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facility.
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, and maximum
generation (kW) records in a form and content reasonably acceptable to Idaho Power and Prudent
Electrical Practices.
11.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the tight, during
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ki
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use, and
maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement
12.2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy which wouldbave
otherwise been 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, an Idaho Power
Forced Outage or temporary disconnection of the 'Facility in accordance with Seller's
interconnection agreement. If, for reasons other than an event of Force Majeure,
temporary disconnections under Seller's interconnection agreement exceed twenty (20)
days in the aggregate in any Contract' Year, 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 6.4, and Idaho Power will pay Seller the sum of the applicable energy
price in paragraph 7.1 or 7.2, plus the Environmental Attribute Replacement Value (if such
curtailment occurs-prior to January 1, 2022), plus the PTC Value for each MWh of deemed
delivered Net Energy. Idaho Power will notify Seller when the interruption, curtailment or
reduction is terminated.
12.2.2 If, pursuant to Prudent Electrical Practices, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's transmission/distribution system as specified within
Seller's interconnection agreement or take such other reasonable steps as Idaho Power
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Case No. GNR-E-1 1-03
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deems appropriate in accordance with Prudent Electrical Practices. If a disconnection
occurs as specified in this paragraph 12,2.2, Idaho Power will not be responsible for
payments to the Seller for any energy, Environmental Attribute Replacement Value orPTC
Value associated with this disconnection.
12.2.3 Under no circumstances will the Seller deliver Net Energy from the Facility to the Point of
Delivery on an instantaneous basis in an amount that exceeds the Maximum Capacity
Amount. Seller's failure to limit instantaneous deliveries to the Maximum Capacity
Amount will be a Material Breach of this Agreement if Seller does not reduce the output of
the Facility to less than the Maximum Capacity Amount as soon as practicable after receipt
of written notice from Idaho Power. Seller shall be responsible for any costs Idaho Power
incurs as a result of the Seller delivering Net Energy to Idaho Power that exceeds the
Maximum Capacity Amount.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idaho Power shall pay Seller the sum of the applicable
energy price in paragraph 7.1 or 7.2, plus the Environmental Attribute Replacement Value
(if such curtailment occurs prior to January 1, 2022), phis the PTC Value for each MWh of
the estimated energy that Idaho Power was unable to accept, which shall be estimated to
have been delivered at a rate equivalent to the pro rata average of the amounts specified for
the applicable month in paragraph 6.4. Except as set forth in the preceding sentence,
Idaho Power will have no responsibility to pay for any other costs, lost revenue, or
consequential damages the Facility may incur.
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 to
Idaho Power.
12.3.1 Seller shall not schedule planned maintenance requiring the removal from service of more
than ten percent (10%) of the wind turbine generators comprising the Facility at any one
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time during the months of July, August, November, or December.
12.3.2 Idaho Power shall promptly respond with acceptance ofthe proposed planned Maintenance
schedule or with .suggested changes to the proposed planned maintenance schedule- If
Idaho Power does not respond within 5 Business Days the Seller's proposed planned
maiitenancó schedule will be deemed to be accepted. If Idaho Power proposes changes to
the Seller provided planned maintenance schedule the Parties shall cooperate to mutually
agree on a planned maintenance schedule. If the Parties are unable to agree on a revised
planned maintenance schedule, the Seller's provided planned maintenance schedule. will
be in effect.. Nothing. in this paragraph 12.4 shall preclude Seller from performing
maintenance on the Facility required by Prudent Electrical Practices, equipment
warranties, or manufacturer or supplier guidelines.
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'
Facility. Seller understands that in the case of emergency circumstances Idaho Power may not be
able to provide notice to the Seller prior to interruption, cuEtaihnent, or reduction of electrical
energy deliveries to Idaho Power.
12.6 Replacement of Facilities. Seller may alter, modify, maintain, repair, or replace the assets
comprising the Facility, including the replacement of wind turbine generators, without
Idaho Power's consent under this Agreement, provided that the Nameplate Capacity of the Facility
may not exceed the Maximum Capacity Amount and the changes are in compliance with Seller's
interconnection agreement.
ARTICLE XIII: INDEMMFICATION 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,
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expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party's (a) construction, ownership, operation., or
maintenance of, or by failure of; any of such Party's works or facilities used in connection with this
Agreement-or(b) negligent orintentional.acts, errors or omissions, but excluding any'loss, damage,
expense or liability caused solely by the gross negligence or willful misconduct of the Party
seeking indemnity. 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. S
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 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.
13.3 Certificates of Insurance - As required in paragraph 4.1.6 herein and annually thereafter, Seller
shall funtish to Idaho Power a certificate of insurance, together with the endorsements required
therein, evidencing the coverage as set forth above.
13.4 Notification of Loss of Coverage - If the insurance coverage required by paragraph 13.2 shall lapse
for any reason, the Seller will immediately notify the other Party in writing. The notice will advise
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of the specific reason for the lapse and the steps being taken 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 if not cured within fifteen (15) days after lapse of such insurance.
ARTICLE XW: FORCE MA.JEURE
14.1 M used in this Agreement, "Force Majeure' or "an event of Force Majeure" means any cause
beyond the reasonable 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 stiife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, changes in law or regulation occurring after the
Effective Date or Serial Defects 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 is unable to
overcome. If either Party is rendered wholly or in part unable to perfonn or delayed in performing
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 or the date when it should have reasonably
become aware that an event has given rise to a 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.
(4)Neither Party shall be excused from the obligation to make payment for amounts
due in respect of performance rendered prior to the event of Force Majeure.
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ARTICLE XV: LIABILITY: DEDICATION
15.1 Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither Party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement
152 Dedication. No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party's system or any portion thereof to the Party or the public
or affect the status of Idaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained in
this Agreement shall ever be construed to create an association, trust, partnership or joint venture
or impose a trust or partnership duty, obligation or liability on or with regard to either Party. Each
Party shall be individually and severally liable for its own obligations under this Agreement.
ARTICLE XVII: WAIVER
17.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement or
with respect to any other matters arising in connection with this Agreement shall not be deemed a
waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho
without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will he in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
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ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes -All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted for resolution as set
forth in this paragraph.
19.1.1 If a dispute arises under this Agreement (a "Disnute"), within ten (10) days following the
delivered date of a written request by either Party (a "Dispute Notice"), (i) each Party shall
appoint a representative, and (ii) the Parties' representatives shall meet, negotiate and
attempt in good faith to resolve the Dispute quickly, informally and inexpensively. If the
Parties' representatives cannot resolve the Dispute within thirty (30) days after
commencement of negotiations, then within ten (10) Business Days following any request
by either Party at any time thereafter, each Party representative (A) shall independently
prepare a written summary of the Dispute describing the issues and claims, (B) shall
exchange its summary with the summary of the Dispute prepared by the other Party
representative, and (C) shall submit a copy of both summaries to a senior officer of the
representative's Part)' with authority to irrevocably bind the Party to a resolution of the
Dispute. Within ten (10) Business Days after receipt of the Dispute summaries, the senior
officers for both Parties shall negotiate in good faith to resolve the Dispute. If the Parties
are unable to resolve the Dispute within fourteen (14) Business Days following receipt of
the Dispute summaries bythe senior officers, either Party may seek available remedies.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform or maintain any of the terms or conditions of
this Agreement (an "event of default"), the non-defaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
non-defaulting Party that the default can be cured within a commercially reasonable
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time but not within such sixty (60) day period and then fails to diligently pursue such
cure, then, the non-defaulting Party may, at its option, terminate this Agreement and/or
pursue its legal or equitable remedies. Notwithstanding anything to the contrary in this
paragraph 19.2.1, Idaho Power's unexcused failure to accept energy from this Facility
will not be deemed an event of default so long as Idaho Power continues to comply fully
with its obligations to compensate Seller pursuant to paragraphs 12.2.1 and 12.2.4.
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. Without limiting any
express cure periods provided in this Agreement, Material Breaches must be cured as
expeditiously as possible following occurrence of the breach and, in any case, once
cured shall no longer be cause for termination under this Agreement.
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. 11 Seller
fails to comply, such failure will be a Material Breach and may g& be -cured by Seller
supplying evidence that the required insurance coverage has been replaced or
reinstated, which evidence must be supplied within fifteen (15) days after written notice
from Idaho Power;
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 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
19.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
material compliance with all permits and licenses described in paragraph 4.1.1 of this
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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 y be cured by Seller submitting to Idaho Power evidence of compliance from
the permitting agency.
19.3.4 Security ReQuirements— From the Operation Date until the termination or expiration of
this Agreement, Seller shall maintain compliance with the security requirements
specified in paragraph 5.3(e) of this Agreement
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 it being acknowledged that Seller is not a "public utility" regulated
by the Commission.
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 fbrratemaking purposes.
21.2 Idaho Power shall file this Agreement for Commission Approval within fifteen (15) days after the
Effective Date. In the event that Commission approval pursuant to paragraph 21.1 has not been
received within ninety (90) days after the date on which Idaho Power files this Agreement for
Commission Approval, then Seller shall have the right to terminate this Agreement; without
liability to Idaho Power, effective upon written notice to Idaho Power.
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ARTICLE XX11 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 *rittdn 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,
obligations and interests under this Agreement. Notwithstanding the foregoing, Seller may
transfer, sell, pledge, encumber, or assign this Agreement or the accounts, revenues or proceeds
hereof to its financing providers without obtaining Idaho Power's consent. Upon Seller's request
and expense, Idaho Power shall in good faith negotiate and agree upon a consent to collateral
assignment of this Agreement in a form that is commercially reasonable and customary in the
industry. 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.
22.2 Right of First Offer upon Sale of Facility Assets, increase of existing Facility Nameplate ratiun, or
exvansion of the Facility.
22.2.1 Facility Assets. 1f at anytime during the Term, Seller intends to sell the assets comprising
all or substantially all of the Facility (the "Facility Assets") or more than fifty percent
(50%) of the Seller's direct ownership to a person or entity that is not an Affiliate of Seller,
Seller shall first offer the Facility Assets to Idaho Power. Seller's offer to Idaho Power
shall set forth, in writing and in reasonable detail, substantially similar terms and
conditions of the offer being proposed by the Seller to the other person or entity. Seller
shall promptly answer any questions that Idaho Power may have concerning the offered
terms and conditions and shall meet with Idaho Power to discuss the offer.
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22.2.2 Idaho Power's Reiection of Offer: Revival of Offer. If Idaho Power does not provide
written notice of its intent to accept the offered terms and conditions within thirty (30) days
after receiving each of the Seller's offers made under 22.2.1, Seller may in its sole
discretion enter into an agreement to sell the Facility Assets to a third party in compliance
with the requirements of this Article 22 and on terms and conditions satisfactory to Seller
in its sole discretion. Seller may elect not to proceed with the sale of the Facility Assets.
Idaho Power and Seller may mutually agree to continue negotiations beyond the timeline
specified.
22.2.3 Idaho Power's Acceptance of Offer. If Idaho Power provides written notice of its intent to
accept the offer made by Seller under this paragraph 22.2, the Parties shall negotiate in
good faith to cuter into a definitive sales agreement that incororates the terms and
conditions of Seller's offer. The definitive agreement shall be subject to each Party's
regulatory approvals. If within sixty (60) days of Idaho Power's acceptance of the offer, a
definitive sales agreement has not been executed by an officer of the Idaho Power and
Seller, then either Party may terminate the negotiations without further obligation to the
other Party, and Seller may in its sole discretion enter into an agreement to sell the Facility
Assets to a third party.
22.2.4 Right of First Offer of expansion of this Facility. Nat the time of development of this
Facility or at any future date, the Seller proposes to increase the nameplate rating of this
Facility or add additional electrical generation at this site, the Seller shall first oflbr the
additional electrical generation to Idaho Power as an amendment to this Agreement, as a
separately negotiated purchase power agreement, or whole or partial ownership of the
Facility or the additional generation facilities. This offer from the Seller shall include but
not be limited to proposed capacity, energy pricing, contract term, online date and other
information that will enable Idaho Power to be able to evaluate Idaho Power's interest in
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this additional electrical generation. Upon receipt of the Seller's offer (containing
reasonably adequate information) Idaho Power shall have thirty (30) days to respond to
Seller's offer of Idaho Power's intent to continue negotiations for this additional electrical
generation. If Idaho Power provides notice that Idaho Power has no current intention to
continue negotiations the Seller may pursue other opportunities with other parties for the
development and sale of this additional electrical generation. If Idaho Power provides
notice to the Seller of the desire to continue negotiations Idaho Power and Seller shall
commence good faith negotiations of an amendment to this Agreement and/or a separate
agreement. If after sixty (60) days of good faith negotiations, an agreement is not
completed, the Seller may provide notice to Idaho Power of its intention to pursue
opportunities with other parties. By mutual consent, this sixty (60) day negotiation period
may be extended.
ARTICLE XXIIL MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and, if such modification is material, subsequently approved by the Commission.
ARTICLE XXW: 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, e-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
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To Sellec
Original document to:
Ridgeline Energy LLC
1300 N. Northiake Way, 2id Floor
Seattle, WA 98103
Attention: Dennis P. Meany, President
Phone: [phone]
e-mail: dmeanyel-en.com
Cony of document to:
Ridgeline Energy LLC
1300 N. Northiake Way, 2d Floor
Seattle, WA 98103
Attention: Joan E. Hutchinson,
Vice President Origination and Marketing
Phone: [phone]
e-mail: jhutcbinson®rl-en.com
To Idaho Power:
Original document to:
Senior Vice President, Power Supply
Idaho Power Company
P0 Box 70
Boise, Idaho 83707
E-mail: LGgrowidahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P 0 Box 70
Boise, Idaho 83707
E-mail: rath,hin(idahopower.com
Either Party may change the contact person and/or address information listed above, by providing written
notice from an authorized person representing the Party.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Eanal Emoloyment. During performance pursuant to this Agreement, Seller agrees to comply with
all applicable equal employment opportunity, small business, and affirmative action laws and
regulations. All Equal Employment Opportunity and affirmative action laws and regulations are
hereby incorporated by this reference, including provisions of 38 U.S.C. 14212, Executive Order
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11246, as amended, and any subsequent executive orders or other laws or regulations relating to
\ equal opportunity for employment on government contracts. To the extent this Agreement is
covered by Executive Order 11246, the Equal Opportunity Clauses contained in 41 C.F.R. 60-1.4,
41 C.F.R. 60-250.5, and 41 CFR 60-741.5 are incorporated herein by reference. [Reserved for
review and comment by Seller]
261 This Agreement includes the following appendices, which are attached hereto and included
by reference:
Appendix A - Monthly Power Production and Availability Report
Appendix B - Facility and Point of Delivery
Appendix C - Engineer's Certifications
Appendix D - Forms of Liquid Security
Appendix E - Wind Energy Production Forecasting
AppendixF - Form of Letter of Credit
Appendix G - Sample Shortfall Damages Calculation
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceabiity of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed in
all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
28.1 This Agreement may be executed in two or more counterparts,.each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the Parties
concerning the subject matter hereof.
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]N W1ThESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
By
Date
Idaho Power Company
4160A '01 gMA
--T k Lisa Grow Grow
Sr. Vice President, Power Supply
"Idaho Power"
Rockland Wind Project LLC
By 21L #.uT
Dennis Meany
President
Dated
"Seller'
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APPENDIX A
A—i MONTHLY POWER PRODUCI'ION AND AVAILABL1TY REPORT
At the end of each month the following required documention will be submitted to:
Idaho Power Company
Attn: Cogeneration. and Small Power Production
POBox7O
Boise, Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total energy production delivered to the Delivery Point and Station Usage and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required energy
measurements to adequately administer this Agreement. This document shall be the document to enable
Idaho Power to.begin the energy payment calculation and payment process. The meter readings on this
report shall not be used to calculate the actual payment, but instead will be a check of the automated meter
reading information that will be gathered as described in item A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND AVMLAIIILITY 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:
Net Facility Station Station

onto ut Usage usage Maximum Generation
kW
Net Generation
Mechanical Availability Guarantee
Seller Calculated Mechanical Availability
As specified In this Agreement, the Seller shall include With this monthly report a summary statement of the
Mechanical Availability of this Facility for the calendar month. This summary shall include details as to how
the Seller calculated this value and summary of the Facility data used In the calculation. Idaho Power and the
Seller shall work together to mutually develop a summary report that provides the required data.
Idaho Power reserves the right to review the detailed data used In this calculation as allowed within the
Agreement.
Signature Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of the.,,
last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 ROUTINE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent
manner for a reasonable period of time, the Parties may mutually agree to modify this Routine
Reporting requirement.
Idaho Power Contact Information
Daily Energy Production Retxrting
Call daily by 10 sin., 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 Proiect outanes
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
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Seller's Contact Information
24-Hour Project Onerational Contact
Name:
Telephone Number.
Cell Phone:
Project On-site Contact information
Telephone Number:
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APPENDIX B
ROCKLAND WIND PROJECT
PROJECT NO. 41455300
B-I DESCRIPTION OF FACILITY
(Must include the nameplate rating and VAR capability (both leading and lagging) of all generation units to
be included in the Facility.)
Rockland Wind Project will be comprised of 44 Vestas V100 turbines for a total nameplate rating
of 79.2 MW. Each turbine is rated at 1.8 MW and has .95 lead 1.90 lag power factor. Turbine
selection has not been finalized and the final Facility Description is subject to change based on
actual turbine selection.
B-2 LOCATION OF FACILiTY
Near: American Falls, Idaho
T7SR31E sec 31
T8S R30E see 13,24,23-28, 33-36
TSSR31Esec 6,7,16,19,30,31
T9S R30E sec 1-5,9-12
County: Power County, ID.
Description of Interconnection Location: The Facility will interconnect to the Idaho Power
transmission system at 138 kV at the project boundary in Section 36, Township 8 South, Range 30
East - to be defined in the interconnection agreement.
Nearest Idaho Power Substation: Brady Substation in American Falls.
•B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected July 15, 2011 as the Scheduled First Energy Date.
Seller has selected December 31, 2011 as the Scheduled Operation Date.
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In making these selections, Seller recognizes that adequate testing of the Facility and conipletionof
all requirements in paragraph 53 of this Agreement must be completed prior to the project being
granted an Operation Date.
13-4 MAXIMUM CAPACITY AMOUNT
This value will be MW which is consistent with the value provided by the Seller to Idaho Power
in accordance with Seller's interconnection agreement. 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 Seller's
Facility's energy is delivered to the Idaho Power electrical system. Seller's interconnection
agreement will determine the specific Point of Delivery for this Facility. The Point of Delivery
identified by Seller's interconnection agreement 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 No 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
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any time during the term of this Agreement, Idaho Power determines that the loss calculation does
not correctly reflect the actual kWh losses attributed to the electrical equipment between the
Facility and the Idaho Power electrical system, Idaho Power may adjust the calculation and
retroactively adjust the previous month's kWh loss calculations.
B-7 METERING AND TELEME1'RY
Seller's interconnection agreement 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 with Idaho Power's communications equipment and
dedicated to Idaho Power's use terminating at the Idaho Power facilities capable of providing
Idaho Power with continuous instantaneous information on the 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 Seller's
interconnection agreement and the total metering cost will be included in the calculation of the
Monthly Operation and Maintenance Charges specified in Seller's interconnection agreement -.
B-S NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until a Network Resource
Designation ("NRD") application has been accepted by Idaho Power's delivery business unit.
Federal Energy Regulatory Commission (WERC") Rules require Idaho Power to prepare and
submit the NRD. Because much of the information Idaho Power needs to prepare the NRD is
specific to the Seller's Facility, Idaho Power's ability to fl1e the NRD in a timely manner is
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contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for NRD status for this Facility,
the Seller shall have completed all requirements as specified in Paragraph 5.7 of this Agreement.
Seller's failure to provide complete and accurate information in a timely manner can
significantly impact Idaho Power's ability and cost to attain the NRD designation for the
Seller's Facility and the Seller shall bear the costs of any of these delays that are a result of
any action or inaction by the Seller.
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APPENDIX C
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 Firm Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated______________________
3.That the wind energy 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 finnish electrical energy to
Idaho Power for a twenty-five (25) 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 and assuming Sufficient Prime Mover, 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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9.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.3 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
j knowledge and therefore sets his hand and seal below.
By
(P.R Stamp)
Date
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Exhibit No. 2201
Case No. GNR-E-11-03
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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 Firm Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated_____________________
3.That the wind energy 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 ,BoiseMeridian, county, Idaho.
5.That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy to
Idaho Power for a twenty-five (25) 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
reniainiiigyears of the Agreement.
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9.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.3 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
cnowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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813112010
Exhibit No. 2201
Case No. GNR-E-11-03
Page lof 55
APPEND C C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The uiidersigned 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 as Seller, dated
• 3. That the wind energy 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 twenty-five (25) 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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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 5.3 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.R Stamp)
Date
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8131/2010
Exhibit No. 2201
Case No. GNR-E-1 1-03
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APPENDIX D
FORMS OF LIQUID SECURITY
'To the extent required pursuant to this Agreement Seller shall provide Idaho Power with one or
more 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 and any other
security requirements within this Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" thai 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 (a) any guarantee 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, and (b) any letter of credit issued by any other entity with a short-term or
long-term investment grade credit rating of A- by Standard & Poor's Corporation or A3 by
Moody's Investor Services, Inc. shall be deemed to have acceptable financial creditworthiness.
1.Cash Escrow Security - Seller shall deposit funds in an escrow account established by the
Seller in a batildug institution acceptable to both Parties equal to the Delay Security or other
required security amount(s). The Seller shall be responsible for all costs, and receive any
interest earned associated with establishing and maintaining the escrow account(s).
2.Guarantee or Letter of Credit Security— Seller shall post and maintain fri an amount equal t9 the
Delay Security or other required security amount either: (a) a Guarantee from Seller's
corporate parent or a party that satisfies the Credit Requirements, in a form acceptable to
Idaho Power at its reasonable discretion, or (b) an irrevocable Letter of Credit in a form
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substantially similar to the form in Appendix F, in favor of Idaho Power. The Letter of Credit
will be issued by a financial institution that satisfies the Credit Requirements. The Seller shall
be responsible for its own costs and all costs imposed by the guarantor(s) or the issuer of the
Letter(s) of Credit associated with establishing and maintaining the Guarantee(s) or Letter(s) of
Credit.
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WIND ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power -shall make use of a Wind Energy Production..
Forecasting model to forecast the energy production from this Facility and other Qualifying Facility wind
generation resources. Seller and Idaho Power will share the cost of Wind Energy Production Forecasting.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. 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
First Energy Date; the "Wind Energy Production Forecasting Monthly Cost
Allocatioif' (or "MCA") will be due and payable by the Seller. Any MCAs that
are not reimbursed to Idaho Power shall be deducted from energy payments to the
Seller.
b.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 MCAs a refund will be included in
equal monthly amounts over the ensuing Contract Year. If the Facility has not paid
the MCAs the amount due Idaho Power will be adjusted accordingly and the
unpaid balance will be deducted from the ensuing Contract Year's energy
payments.
c.The cost allocation formula described below will be reviewed and revised if
necessary on the lastday of any month in which the cumulative MW nameplate of
wind projects having Commission approved agreements to deliver energy to
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Except so far as otherwise stated, this Letter of Credit is subject to the International Standby Practices
1SP98 (also known as ICC Publication No. 590), or revision currently in effect (the "ISP"). As to matters
not covered by the ISP, the laws of the State of California, without regard to the principles of conflicts of
laws thereunder, shall govern all matters with respect to this Letter of Credit.
AUTHORIZED SIGNATURE for Issuer
(Name)
Title:
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ATTACHMENT A
Drawing Ceflificate
TO [ISSUING BANK1L4ME] ____
IRREVOCABLE NON -TRANSFERABLE STANDBY LisTiJK OF CREDIT
No.
DRAWING CERTIFICATE
Bank
Bank Address
Subject: Irrevocable Non-transferable Standby Letter of Credit
Reference Number:_____________________________________________
The undersigned_____________________ an authorized representative of Idaho Power Company
(the "Benefióiary"), hereby certifies to [Issuing BankNamej (the "Bank"), and__________________
(the "Applicant"), with reference to Irrevocable Nontransferable Standby Letter of Credit No. {
}, dated . (the "Letter of Credit"), issued by the Bank in favor of the
Beneficiary, as follows as of the date. hereof-
The Beneficiary is entitled to draw under the Letter of Credit an amount equal to
$ , for the following reason(s) [check applicable provision]:
[ JA. Pursuant to the terms of that certain Firm Energy Sales Agreement between Applicant and
Beneficiary, dated as of /Date ofExecution7 (the "Agreement"), Beneficiary is entitled to
draw under the Letter of Credit amounts owed by Applicant under the Agreement.
[ ]B. The Letter of Credit will expire in fewer than 30 days from the date hereof, and Applicant
has not provided Beneficiary alternative security acceptable to Beneficiary.
2.Based upon the foregoing, the Beneficiary hereby makes demand under the Letter of Credit for
payment of U.S. DOLLARS AND jlOOths (U.S.$ ), which amount does
not exceed (i) the amount set forth in paragraph 1 above, and (ii) the Available Amount under the
Letter of Credit as of the date hereof.
3.Funds paid pursuant to the provisions of the Letter of Credit shall be wire transferred to the
Beneficiary in accordance with the following instructions:
Unless otherwise provided herein, capitalized terms which are used and not defined herein shall have the
meaning given each such term in the Letter of Credit.
IN WiTNESS WHEREOF, this Certificate has been duly executed and delivered on behalf of the
Beneficiary by its authorized representative as of this day of________________
Beneficiary: IDAHO POWER COMPANY
By.
Name:
Tide:
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APPENDIX G
SAMPLE SHORTFALL DAMAGES CALCULATION
PARAGRAPH 6.6.4 OF THE AGREEMENT
Sample Mechanical Availability damage calculation
April 2012 (Hvpotbetical Month)
MAG Shortfall calculation
Mechanical Availability Guarantee (Paragraph 6.6)
Less: Current Month calculated Mechanical Availability
MAG shortfall
KWh shortfall
April initial Year Monthly Net Energy amounts (paragraph 6.4.1)
Multiplied by the MAG shortfall
KWh Shortfall
Availability Shortfall Price - as defined in paragraph 1.2 and not to
be less than 15.00 Mills/KWh
85.00%
80.00%
5.00%
20,015,000 KWh
5.00%
11000,750 KWh
15.00 Mills 1 KWh
Shortfall Payment payable to Idaho Power $15,011.25
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