20040916Application.pdf

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L."BARTON L. KLINE , ISB # 1526
MONICA MOEN , ISB # 5734
Idaho Power Company
1221 West Idaho Street
P. O. Box 70
Boise, Idaho 83707
Telephone: [phone]
FAX Telephone: [phone]
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Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
IDAHO POWER COMPANY FOR APPROVAL)
OF A FIRM ENERGY SALES AGREEMENT
BETWEEN IDAHO POWER COMPANY AND
FOSSIL GULCH WIND PARK, LLC.
CASE NO. IPC-04- I
APPLICA TION
COMES NOW Idaho Power Company ("Idaho Power" or "Company ), and
pursuant to RP 52 , hereby applies to the Idaho Public Utilities Commission ("IPUC" or
the "Commission for an Order approving a Firm Energy Sales Agreement dated
September 9, 2004, between Idaho Power and Fossil Gulch Wind Park, LLC ("Fossil
Gulch"), under which Fossil Gulch would sell and Idaho Power would purchase electric
energy generated by wind-powered generating equipment to be constructed by Fossil
ulch near the town of Hagerman , Idaho (the "Agreement"
This Application is based on the following:
Fossil Gulch intends to construct , own , operate and maintain wind
generating equipment in a wind park ("Project") at a site approximately 3-1/2 miles
APPLICATION, Page
WNW of Hagerman, Idaho. The Project will be a qualified small power production
facility under the application provisions of the Public Utilities Regulatory Policy Act of
1978 ("PURPA"
II.
The Project will consist of seven (7) 1.5 MW 77 SLE General Electric wind
turbines. Fossil Gulch has selected January 1 2005 , as the scheduled operation date
and December 15 , 2004, as the first energy date. The term of the Agreement is twenty
(20) years from the operation date , and the Agreement provides for Idaho Power to pay
the published non-Ievelized energy prices in accordance with Commission Order No.
29391 with seasonalization factors applied.
III.
To a large extent , the Agreement is similar to the Tiber Hydro and
Horseshoe Bend wind project Agreements previously approved by this Commission.
Following is a brief description of the unique provisions of the Idaho Power -- Fossil
Gulch Agreement:
(A).E.rQject Size And The Published Avoided Cost Rate.The wind
turbine-generators Fossil Gulch desires to utilize for the Project are standardized
5 MW designs. That means that Fossil Gulch could either install six (6) 1.5 MW
turbines with a combined nameplate capacity of 9 MW , or seven (7) 1.5 MW turbines for
a combined nameplate capacity of 10.5 MW. Recognizing that installing seven (7)
turbines would push the Project above 10 MW nameplate capacity, Fossil Gulch has
agreed to adjust the controls on its turbine generators so that in the aggregate , the
electrical output of the seven (7) wind turbines will not exceed 10 000 kWh in any hour.
APPLICATION , Page 2
If Inadvertent Energy (energy in excess of 10 000 kWh per hour as defined in
Paragraph 1.9 of the Agreement) is accidentally generated, Idaho Power will not
purchase or pay for Inadvertent Energy.
Because Fossil Gulch has agreed to limit its generation below 10 000 kWh
per hour, and in recognition of the benefits of encouraging the development of a wind
energy project in its control area , Idaho Power is requesting that the Commission
approve the use of published rates for this Project, even though the nameplate capacity
of the facility exceeds 10 MW.
In support of the use of the published rates in this instance , Idaho Power
would note that the Commission , in Order No. 29577 , recently approved a Firm Energy
Sales Agreement with the J.R. Simplot Company which included the same Inadvertent
Energy contract provisions. In that case , the Commission determined that the
inadvertent energy contract provisions provided an adequate means of qualifying the
Simplot Project for the published avoided cost rates. Idaho Power urges the
Commission to adopt a similar position with respect to the Fossil Gulch Agreement.
(B)Environmental Attributes The Fossil Gulch Agreement includes
the same Environmental Attributes provision (Section 8.1) which was approved by the
Commission in Order No. 29577 , which addressed the J.R. Simplot Pocatello OF
contract. Because the Fossil Gulch Project is a new wind project, it will almost certainly
have marketable Environmental Attributes. The Agreement does not provide for any
purchase of the Project's Environmental Attributes by Idaho Power, and the Company is
not seeking to recover any value for Environmental Attributes in this Agreement.
APPLICATION , Page 3
(C)The Agreement includes the 900 /1100/0 band provisions that were
included in the Tiber , Horseshoe Bend , Renewable Energy and J.R. Simplot
Agreements. As noted in Section 6.2 of the Fossil Gulch Agreement, even though the
nameplate capacity of the Project is 10.5 MW , Fossil Gulch has selected lower firm
energy commitment amounts that it believes it can provide on a firm basis each month.
For example, in the month of March , Fossil Gulch is committing to provide
approximately 3.1 million kWh (4.2 aMW), and in the month of August , Fossil Gulch is
committing to approximately 1.8 million kWh (2.4 aMW).
(D)As noted in Section II above , Fossil Gulch desires to have this
project on line prior to the end of 2004. Fossil Gulch has advised Idaho Power that
meeting this timetable is extremely important to their financing plans. As a result , Idaho
Power is requesting that the Commission make every reasonable effort to expedite its
review of the Agreement and this Application.
IV.
Section 24 of the Agreement provides that the Agreement will not become
effective until the Commission has approved all of the Agreement's terms and
conditions and declared that all payments Idaho Power makes to Fossil Gulch for
purchases of energy be allowed as prudently incurred expenses for ratemaking
purposes.
The Agreement , as signed and submitted by the Parties, contains non-
levelized non-fueled published avoided cost rates in conformity with applicable PUC
APPLICATION , Page 4
Orders. All applicable interconnection charges and monthly operation and maintenance
charges under Schedule 72 will be assessed to Fossil Gulch.
VI.
Service of pleadings, exhibits, orders and other documents relating to this
proceeding should be served on the following.
Barton L. Kline , Senior Attorney
Monica Moen , Attorney
Idaho Power Company
O. Box 70
Boise, Idaho 83707-0070
bkline
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idahopower.com
mmoen
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idahopower.com
Randy C. Allphin
Contract Administrator
Idaho Power Company
O. Box 70
Boise , Idaho 83707-0070
rill!Phin
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idahopower.com
NOW , THEREFORE , based on the foregoing, Idaho Power hereby
requests that the Commission process this case on modified procedure on an expedited
basis and issue its Order:
(1 )Approving the Firm Energy Sales Agreement between Idaho Power
and Fossil Gulch without change or condition; and
(2)Declaring that all payments for purchases of energy under the Firm
Energy Sales Agreement as presented be allowed as prudently-incurred expenses for
ratemaking purposes.
Respectfully submitted this 14th day of September, 2004.
~tL-
BARTON L. KLINE
Attorney for Idaho Power Company
APPLICATION , Page 5
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on this 14th day of September, 2004, I mailed a
copy of the above and foregoing APPLICATION to the following-named individual by
first-class U.S. mail at the address set out below:
Fossil Gulch Wind Park, LLC
Attn: Larry Lieb
1424 Dodge Avenue
Helena, MT 59601
(1jd~
BARTON L. KLINE
Attorney for Idaho Power Company
CERTIFICATE OF MAILING
Article
F~ ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
FOSSIL GULCH WIND PARK, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Disconnection Equipment
Metering and Telemetry
Records
Protection
Operations
Indemnification and Insurance
Force Majeure
Land Rights
Liability; Dedication
Several Obligations
W ai ver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
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FIRM ENERGY SALES AGREEMENT
FOSSIL GULCH WIND PARK, LLC
Project Number: 31315035
'1~THIS AGREEMENT, entered into on this day of ~r: i?lpm b~y-2004 between
FOSSIL GULCH WIND PARK, LLC (Seller), and IDAHO POWER COMPANY, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Parties" or individually as
Party. "
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller s Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 Annual Net Energy" - Sum of the monthly Net Energy Amounts specified in paragraph 6.2 for a
single Contract Year.
1.2 Base Energy" - Monthly Net Energy less than 110% of the monthly Net Energy Amount as
specified in paragraph 6.2 of this Agreement.
1.3 Commission" - The Idaho Public Utilities Commission.
1.4 Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.5 Designated Dispatch Facility" - Idaho Power s Control Area Operations Group, or any
subsequent group designated by Idaho Power.
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1.6
1.7
1.8
1.9
1.9
1.10
1.11
1.12
1.13
1.14
Disconnection Equipment"- All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
Facility" - That electric generation facility described in Appendix B of this Agreement.
First Energy Date " - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power s system at the Point of Deli very.
Generation Interconnection Process" - Idaho Power s generation interconnection application
and engineering review process developed to ensure a safe and reliable generation
interconnection in compliance with all applicable regulatory requirements, Prudent Electrical
Practices and national safety standards.
Inadvertent Energy" - The electric energy produced by the Facility, expressed in kWh, which
Seller deliverers to Idaho Power at the Point of Delivery that exceeds 10 000 kWh in any single
hour.
Interconnection Facilities - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
Losses" - The loss of energy expressed in kilowatt hours (kWh) occurring as a result of the
transformation and transmission of energy between the Facility and the Point of Delivery. The
Loss calculation formula is specified in Appendix B of this Agreement.
Market Energy Cost" - eighty-five percent (85%) of the weighted average of the daily on-peak
and off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm
energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index will be consistent with other similar agreements
and a commonly used index by the electrical industry.
Material Breach" - A Default (paragraph 22.1) subject to paragraph 22.
Maximum Capacity Amount"- The maximum capacity (MW) of the Facility will be 10 MW.
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1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
Metering Equipment"- All equipment specified in Schedule 72, the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record or telemeter power flows between the Seller s electric generation plant and Idaho
Power s system.
Net Energy" - Electric energy produced by the Facility, less Station Use and less Losses
expressed in kilowatt hours (kWh), which Seller commits to deliver to Idaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
Operation Date" - The day commencing at 0001 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
Point of Delivery" - The location specified in Appendix B, where Idaho Power s and the
Seller s electrical facilities are interconnected.
Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date.
Schedule 72"- Idaho Power s Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission.
Season" - The three periods identified in Article VI.
Shortfall Energy" - The method Idaho Power and the Seller have agreed to use to estimate and
liquidate the damages Idaho Power will incur if the Seller fails to provide the monthly Net Energy
Amounts specified in paragraph 6.2 of this Agreement. Computation of the Shortfall Energy is
described in paragraph 7.3 of this Agreement.
Special Facilities - Additions or alterations of transmission and/or distribution lines and
transformers as described in Appendix B , Schedule 72 or the Generation Interconnection Process
required to safely interconnect the Seller s Facility to the Idaho Power system.
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1.25
1.26
1.27
Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the facility.
Surplus Energy" - Net Energy delivered by the Seller to Idaho Power and accepted by Idaho
Power during the month which exceeds 110% of the monthly Net Energy Amount for the
corresponding month specified in paragraph 6.2 of this Agreement and all Net Energy which is
delivered by the Seller to Idaho Power prior to the Operation Date.
Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLE ll: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE ill: WARRANTIES
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.
Qualifying Facility Status - Seller warrants that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR ~292.207. After initial qualification, Seller will take such steps as
may be required to maintain the Facility s Qualifying Facility Status during the term of this
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Agreement and Seller s failure to maintain Qualifying Facility Status will be a Material Breach of
this Agreement. Idaho Power reserves the right to review the Seller s Qualifying Facility Status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
Prior to the First Energy Date and as a condition of Idaho Power s acceptance of deliveries of
energy from the Seller, Seller shall:
1.1 Submit proof to Idaho Power that all licenses, permits or approvals necessary for Seller
operations to continue operations have been obtained from applicable federal, state or
local authorities, including, but not limited to, evidence of compliance with Subpart B, 18
CFR 292.207.
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.
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the Opinion Letter. The Opinion Letter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power s acceptance of the form will not be unreasonably withheld. The Opinion Letter
will be governed by and shall be interpreted in accordance with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
Engineer s Certifications - Submit an executed Engineer s Certification of Design &
Construction Adequacy and an Engineer s Certification of Operations and Maintenance
O&M") Policy as described in Commission Order No. 21690. These certificates will
be in the form specified in Appendix C but may be modified to the extent necessary to
recognize the different engineering disciplines providing the certificates.
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1.4 Insurance - Submit written proof to Idaho Power of all insurance required in Article XV.
Interconnection - Provide written proof to Idaho Power that all Schedule 72 and
Generation Interconnection Process requirements have been completed.
1.6 Written Acceptance - Obtain written confirmation from Idaho Power that all conditions to
acceptance of energy have been fulfilled. Such written confirmation shall not be
unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written, and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrated to Idaho Power s satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner and has requested an
Operation Date in written form.
d) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
Seller s failure to achieve the Operation Date within ten (10) months of the Scheduled Operation
Date will be an event of default.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Energy - Except when either Party s performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy produced by
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the Facility.
6.2 Net Energy Amounts - Seller intends to deliver Net Energy in the following monthly amounts:
Season 1
Month kWh
March 100 625
April 689,296
May 501 984
July 910,208
August 781 958
November 884 234
December 2,425 295
June 711 046
September 2,422 340
October 621 565
January 923 853
February 559 792
Season 2
Season 3
Seller s Adjustment of Net Energy Amount - By written notice given to Idaho Power in
accordance with paragraph 28., the Seller may revise the monthly Net Energy Amounts
specified in paragraph 6.2 on the following Designated Dates. These notices must be
received a minimum 15 days prior to the Designated Dates and failure to provide timely
written notice of changed amounts will be deemed to be an election of no change.
Designated Dates
Operation Date
Last day of the 6th month after the Operation Date
Last day of the 12th month after the Operation Date
Last day of the 3rd, 5th, 7 , 9th, 11 , 13th, 15th, 17 , and 19th Contract
Year
Idaho Power Adjustment of Net Energy Amount - If Idaho Power is excused from
accepting the Seller s Net Energy as specified in paragraph 14.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14., the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.1 or 14.1 occurs will be reduced in accordance with
the following:
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Where:
NEA Current Months Net Energy Amount (Paragraph 6.
RSH Actual hours the Facility s Net Energy deliveries were either
reduced or suspended under paragraph 14.1 or 14.
Actual total hours in the current month
Resulting formula being:
Adjusted Net Energy Amount =RSHNEA X NEA
This Adjusted Net Energy Amount will be used in applicable Surplus Energy and Shortfall
Energy calculations for only the specific month in which Idaho Power was excused from
accepting the Seller s Net Energy or the Seller declared a Suspension of Energy.
Unless excused by an event of Force Majeure or by an adjustment as provided in paragraph 6.
Seller s failure to deliver Net Energy in any Contract Year in an amount equal to at least ten
percent (10%) of the Annual Net Energy Amount as specified in paragraph 6.2 or as may be
adjusted due to paragraph 6., shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Base Energy Purchase Price - For all Base Energy, Idaho Power will pay the non-Ievelized
energy price in accordance with Commission Order 29391 with seasonalization factors applied:
Season 1 - (73.50 %)Season 2 - (120.00 %)Season 3 - (100.00 %)
Year Mills/kWh Mills/k Wh Mills/k Wh
2004 33.54.45.
2005 34.46 56.46.
2006 35.57.47.
2007 36.58.49.
2008 36.60.50.
2009 37.61.51 .48
2010 38.63.52.
2011 39.64.53.
2012 40.66.55.
2013 41.67.56.
2014 42.69.46 57.
2015 43.71.59.
2016 44.72.60.
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7.4
2017
2018
2019
2020
2021
2022
2023
2024
2025
45.
46.
47.
48.
50.
51.
52.
53.
55.
74.
76.
78.
79.
81.
83.
85.
87.
89.
62.
63.
65.
66.
68.
69.
71.49
73.
74.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Base Energy Purchase Price specified in paragraph 7.
whichever is lower.
Shortfall Energy - If the month's Net Energy is less than 90% of the monthly Net Energy
Amount as specified in paragraph 6.2 of this Agreement for the corresponding month, Shortfall
Energy will be the difference between 90% of the monthly Net Energy Amount and the same
month's actual Net Energy delivered to the Point of Deli very.
Shortfall Energy Price - For all Shortfall Energy, if the Market Energy Cost for the month in
which the Shortfall Energy occurs is less than the Base Energy Purchase Price for the same
month, the Shortfall Energy Price will be O. If the Market Energy Cost for the month in which
the Shortfall Energy occurs is greater than the Base Energy Purchase Price for the same month
the Shortfall Energy Price will be the current month's Market Energy Cost less the Base Energy
Purchase Price. If the current month's Market Energy Cost less the Base Energy Purchase Price
is greater than 150 percent of the Base Energy Purchase Price, then the Shortfall Energy Price
will be 150 percent of the Base Energy Purchase Price.
Shortfall Energy Payment - The Shortfall Energy Payment amount is the Shortfall Energy
amount multiplied by the Shortfall Energy Price. The Shortfall Energy Payment will be withheld
from the current month's energy payment. If the current month's energy payment is less than the
Shortfall Energy Payment, the Seller will make payment to Idaho Power of the unpaid balance
within 15 days of being notified of the outstanding balance. Shortfall Energy Payments are
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liquidated damages and not penalties.
Inadvertent Energy - Seller does not intend to generate and deliver Inadvertent Energy. If Seller
accidentally generates and delivers Inadvertent Energy, Idaho Power will accept Inadvertent
Energy that does not exceed the Maximum Capacity Amount but will not purchase or pay for
Inadvertent Energy.
Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy actually
delivered to Idaho Power as specified in Appendix A.
Continuing Jurisdiction of the Commission This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement will be construed in accordance with
Idaho Power Company v. Idaho Public Utilities Commission and Anon Energy. Inc , 107 Idaho
781 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idaho 1122 695 P.2d 1 261 (1985), Anon Energy. Inc. v. Idaho Power Company, 111 Idaho 925
729 P.2d 400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR ~292.303-308.
ARTICLE VIII: ENVIRONMENT AL A TTRIB UTES
Idaho Power waives any claim to ownership of Environmental Attributes.En vironmen tal
Attributes include, but are not limited to Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller s Facility.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the Point of Delivery for the full term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
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10.
11.1
Interconnection Facilities will be in accordance with Schedule 72, the Generation Intercoimection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EQUIPMENT
Except as specifically provided for in this Agreement, the required Disconnection Equipment will
be in accordance with Schedule 72, the Generation Interconnection Process and Appendix B.
The Seller is responsible for all costs associated with this equipment as specified in Schedule 72
and the Generation Interconnection Process, including but not limited to initial costs incurred by
Idaho Power for equipment costs, installation costs and Idaho Power ongoing monthly operations
and monthly maintenance expenses.
ARTICLE XI: METERING AND TELEMETRY
Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72, Generation
Interconnection Process and Appendix B of this Agreement. The Metering Equipment will be of
the type required to measure, record and report the Facility s energy production in a manner to
provide Idaho Power adequate energy measurement data to administer this Agreement and to
integrate this Facility s energy production into the Idaho Power electrical system. All Metering
Equipment and installation costs shall be borne by Seller, including costs incurred by Idaho
Power for inspecting and testing such equipment at reasonable intervals at Idaho Power s actual
cost of providing this Metering Equipment and services. The Metering Equipment shall be at the
location described in Appendix B of this Agreement. All meters used to determine the billing
hereunder shall be sealed and the seals shall be broken only by Idaho Power when the meters are
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11.2
11.3
12.
12.2
to be inspected, tested or adjusted.
Meter Inspection - Idaho Power shall inspect installations annually and test meters on the
applicable periodic test schedule relevant to the equipment installed as specified in Appendix B of
this Agreement. If requested by Seller, Idaho Power shall make a special inspection or test of a
meter and Seller shall pay the reasonable costs of such special inspection. Both Parties shall be
notified of the time when any inspection or test shall take place, and each Party may have
representatives present at the test or inspection. If a meter is found to be inaccurate or defective
it shall be adjusted, repaired or replaced, at Idaho Power s expense in order to provide accurate
metering. If a meter fails to register, or if the measurement made by a meter during a test varies
by more than two percent (2 %) from the measurement made by the standard meter used in the
test, adjustment (either upward or downward) to the payments Seller has received shall be made
to correct those payments affected by the inaccurate meter for the actual period during which
inaccurate measurements were made. If the actual period cannot be determined, corrections to
the payments will be based on the shorter of (1) a period equal to one-half the time from the date
of the last previous test of the meter to the date of the test which established the inaccuracy of the
meter; or (2) six (6) months.
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 electrical energy production to Idaho Power
Designated Dispatch Facility.
ARTICLE XU - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate metering and related power production records, in a form and
content recommended by Idaho Power.
Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all metering and power production records
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13.
14.
14.
pertaining to the Seller s Facility.
ARTICLE xm - PROTECTION
Seller shall construct, operate and maintain the Facility and Seller-furnished Interconnection
Facilities in accordance with Schedule 72, the Generation Interconnection Process, Appendix B
of this Agreement, Prudent Electrical Practices, the National Electrical Code, the National
Electrical Safety Code and any other applicable local, state and federal codes.Seller
acknowledges receipt of the Generation Interconnection Process. If, in the reasonable opinion of
Idaho Power, Seller s operation of the Facility or Interconnection Facilities is unsafe or may
otherwise adversely affect Idaho Power s equipment, personnel or service to its customers, Idaho
Power may physically interrupt the flow of energy from the Facility as specified within Schedule
, the Generation Interconnection Process or take such other reasonable steps as Idaho Power
deems appropriate. Except in the case of an emergency, Idaho Power will attempt to notify Seller
of such interruption prior to its occurrence as provided in paragraph 14.8. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller s protective relays will
provide back-up protection for Idaho Power s facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
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.
Energy Acceptance
14.Idaho Power shall be excused from accepting and paying for Net Energy produced by the
Facility and delivered to the Point of Delivery if it is prevented from doing so by an event
of force majeure, or if Idaho Power determines that curtailment, interruption or reduction
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14.
of Net Energy deliveries is necessary because of line construction or maintenance
requirements, emergencies, electrical system operating conditions on its system or as
otherwise required by Prudent Electrical Practices. If, for reasons other than an event of
force Majeure, Idaho Power requires such a curtailment, interruption or reduction of Net
Energy deliveries for a period that exceeds twenty (20) days beginning with the twenty-
first day of such interruption, curtailment or reduction, Seller will be deemed to be
delivering Net Energy at a rate equivalent to the pro rata daily average of the amounts
specified for the applicable month in paragraph 6.2. Idaho Power will notify Seller when
the interruption, curtailment or reduction is terminated.
14.2 If, in the reasonable opinion of Idaho Power, Seller s operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power
equipment, personnel or service to its customers, Idaho Power may physically interrupt
the flow of energy from the Facility as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
14.Under no circumstances will the Seller deliver Net Energy or Inadvertent Energy from
the Facility in an amount that exceeds the Maximum Capacity Amount. Seller s failure
to limit deliveries to the Maximum Capacity Amount will be a Material Breach of this
Agreement.
Seller Declared Suspension of Energy Deliveries
14.1 If the Seller s Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or a foreseeable failure of
the Seller s Facility, Seller may, after giving notice as provided in paragraph 14.
below, temporarily suspend all deliveries of Net Energy to Idaho Power for a period of
not less than 72 hours to correct the forced outage condition. The Sellers Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller s telephone notification as specified in paragraph 14.2 and will continue for the
time as specified in the written notification provided by the Seller. In the month(s) in
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14.4
14.
14.
which the Declared Suspension of Energy occurred, the Net Energy Amount will be
adjusted as specified in paragraph 6.2.
14.2 If the Seller desires to declare a Suspension of Energy Deliveries as provided in
paragraph 14., the Seller will notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article xxv ill, that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to Declare a Suspension of Energy Deliveries.
Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power.Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
Delivery, in which case Seller shall modify, at Idaho Power s expense, Seller s equipment as
necessary to accommodate the modified nominal operating voltage level.
Generator Ramping - Idaho Power, in accordance with Prudent Electrical Practices, shall have the
right to limit the rate that generation is changed at startup, during normal operation or following
reconnection to Idaho Power s system. Generation ramping may be required to permit Idaho
Power s voltage regulation equipment time to respond to changes in power flow.
Scheduled Maintenance - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule for that calendar year and Idaho Power and Seller shall
mutually agree as to the acceptability of the proposed schedule. The Parties determination as to
the acceptability of the Seller s timetable for scheduled maintenance will take into consideration
Prudent Electrical Practices, Idaho Power system requirements and the Seller s preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance
schedule.
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14.
14.
15.
15.2
Maintenance Coordination - The Parties shall, to the extent practical, coordinate their respective
line and Facility maintenance schedules such that they occur simultaneously.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact Seller prior
to exercising its rights to curtail, interrupt or reduce deliveries from Seller for any event that will
be in duration of 24 hours or longer.Seller understands that in the case of emergency
circumstances, Idaho Power may not be able to provide notice to Seller prior to interruption
curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage
expense and liability to third persons for injury to or death of person or injury to property,
proximately caused by the indemnifying Party s construction, ownership, operation or
maintenance of, or by failure of, any of such Party s works or facilities used in connection with
this Agreement. The indemnifying Party shall, on the other Party s request, defend any suit
asserting a claim covered by this indemnity. The indemnifying Party shall pay all costs, including
reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
Insurance - During the term of this Agreement, Seller shall secure and continuously carry the
following insurance coverage:
15.Comprehensive General Liability Insurance for both bodily injury and property damage
with limits equal to $1 000 000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current Insurance Industry Utility practices for
similar property.
15.2 The above insurance coverage shall be placed with an insurance company with an A.
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
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15.
15.4
16.
(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.
Seller to Provide Certificate of Insurance - As required in paragraph 4.1.4 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 15.2 shall lapse for any reason, Seller will immediately notify Idaho Power in writing.
The notice will advise Idaho Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Material Breach of this Agreement.
ARTICLE XVI. FORCE MAJEURE
As used in this Agreement, "force Majeure" or "an event of force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of force Majeure, both Parties shall be excused from
whatever performance is affected by the event of force Majeure, provided that:
(1)The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the force Majeure, give the other Party written notice describing
the particulars of the occurrence.
(2)The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of force majeure.
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17.
17.2
17.
(3)No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LAND RIGHTS
Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power s Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
Idaho Power s approval and in recordable form.
Use of Public Rights-of-Way - The Parties agree that it is necessary to avoid the adverse
environmental and operating impacts that would occur as a result of duplicate electric lines being
constructed in close proximity. Therefore, subject to Idaho Power s compliance with paragraph
17.4, Seller agrees that should Seller seek and receive from any local, state or federal
governmental body the right to erect, construct and maintain Seller-furnished Interconnection
Facilities upon, along and over any and all public roads, streets and highways, then the use by
Seller of such public right-of-way shall be subordinate to any future use by Idaho Power of such
public right-of-way for construction and/or maintenance of electric distribution and transmission
facilities and Idaho Power may claim use of such public right-of-way for such purposes at any
time. Except as required by paragraph 17.4, Idaho Power shall not be required to compensate
Seller for exercising its rights under this paragraph 17.
Joint Use of Facilities - Subject to Idaho Power s compliance with paragraph 17.4, Idaho Power
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17.4
18.
may use and attach its distribution and/or transmission facilities to Seller s Interconnection
Facilities may reconstruct Seller s Interconnection Facilities to accommodate Idaho Power
usage or Idaho Power may construct its own distribution or transmission facilities along, over and
above any public right-of-way acquired from Seller pursuant to paragraph 17., attaching Seller
Interconnection Facilities to such newly constructed facilities. Except as required by paragraph
17.4, Idaho Power shall not be required to compensate Seller for exercising its rights under this
paragraph 17.
Conditions of Use - It is the intention of the Parties that the Seller be left in substantially the same
condition, both financially and electrically, as Seller existed prior to Idaho Power s exercising its
rights under this Article XVII. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
resolution and the decision of the Commission will be binding on the Parties, and (3) shall
provide Seller with an interconnection to Idaho Power s system of equal capacity and durability
as existed prior to Idaho Power exercising its rights under this Article XVII.
ARTICLE XVID: LIABILITY; DEDICATION
Nothing in this Agreement shall be construed to create any duty to, any standard of care with
reference to, or any liability to any person not a Party to this Agreement. No undertaking by one
Party to the other under any provision of this Agreement shall constitute the dedication of that
Party s system or any portion thereof to the other Party or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
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19.
20.
21.1
21.2
22.
22.
ARTICLE XIX: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Parties are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, partnership or joint
venture or impose a trust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XX: WAIVER
Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XXI: CHOICE OF LAWS AND VENUE
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.
Venue for any litigation arising out of or related to this Agreement will lie in the District Court of
the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XXll: DISPUTES AND DEFAULT
Disputes - All disputes related to or arising under this Agreement, including, but not limited to
the interpretation of the terms and conditions of this Agreement, will be submitted to the
Commission for resolution.
Notice of Default -
22.2.Defaults.If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
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22.
22.
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondefaulting Party may, at its option, terminate this
agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 22.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurrence of the breach.
Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
22.
22.
22.
Insurance - Evidence of compliance with the provisions of paragraph 15.2. If Seller
fails to comply, such failure will be a Material Breach and may only be cured by
Seller supplying evidence that the required insurance coverage has been replaced or
reinstated;
Engineer s Certifications - Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Maintenance (0
and 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
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
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1 of this
Agreement. In addition, Seller will supply Idaho Power with copies of any new or
additional permits or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in paragraph 4.1 or to provide
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23.
23.
24.
25.
the documentation required by this paragraph, such failure will be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permitting agency.
ARTICLE XXill: GOVERNMENTAL AUTHORIZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
Idaho Power may terminate this Agreement on sixty (60) days prior written notice if (1) existing
Idaho law is modified to allow persons or entities other than Idaho Power to sell electric capacity
or energy at retail in Idaho Power s exclusive service territory, and (2) such change in law results
in Idaho Power being unable to fully recover all costs associated with this Agreement.
ARTICLE XXIV: COMMISSION ORDER
This Agreement shall become finally effective upon the Commission s approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
ARTICLE XXV: SUCCESSORS AND ASSIGNS
This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoing,
any party which Idaho Power may consolidate, or into which it may merge, or to which it may
conveyor transfer substantially all of its electric utility assets, shall automatically, without further
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power s rights
obligations and interests under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
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26.
27.
28.
29.
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXVI: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE XXVII: TAXES
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 XXVill: NOTICES
All written notices under this agreement shall be directed as follows and shall be considered
delivered when deposited in the U. S. Mail, first-class postage prepaid, as follows:
To Seller:Fossil Gulch Wind Park, LLC
Attn: Larry Leib
1424 Dodge Ave.
Helena, MT 59601
To Idaho Power:Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
Appendix B
Appendix C
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer s Certifications
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ARTICLE XXX: SEVERABILITY
30.The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXXI: COUNTERPARTS
31.1 This Agreement may be executed in two or more counterparts , each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXXII: ENTIRE AGREEMENT
32.This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Fossil Gulch Wind Park. LLC
l?t"t/~ L.!L--==
Jim Miller, Vice President, Power Supply
",;,"'' ~: ,,
(:1". L:-(
~._'-_....,.,
Dated
0)
Idaho Power
Dated
)e
~ ""
"""..'l lt-....
;-
(,':1.
Z d' (5' 'Y
Seller
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APPENDIX A
MONTHL Y POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facilities Net Energy delivered to Idaho Power and/or any other required
energy measurements to adequately administer this Agreement.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Project Name
Month Year
Project Number:
Address
City
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
Breaker Openin2 Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
State Zip
Facility
Output
Local
Service
Phone Number:
Auxiliary
Service
Net Generation
Breaker Closing Record
Date Time Meter
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Signature
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ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 Am 800-356-4328 or 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 outages
Call 800-345-1319 and leave the following information:
Project Identification - Project Name and Project Number
Approximate time outage occurred
Estimated day and time of project coming back online
Seller s Contact Information
24 Hour Proiect Operational Contact
Name:
Telephone Number:
Cell Phone:
Larry Leib
406-442-5522
Proiect On-site Contact information
Telephone Number:
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APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31315035
FOSSIL GULCH WIND PARK
DESCRIPTION OF FACILITY
The Seller s Facility is described as: 7 - 1.5 MW 77 SLE GE Wind Turbines
LOCATION OF FACILITY
The Facility is located: 3.5 miles WNW of Hagerman, ill
SCHEDULED OPERATION DATE
Seller has selected January 1. 2005 , as the Scheduled Operation Date and December 15. 2004
the First Energy Date. In making these selections, Seller recognizes that to allow for an adequate
testing of the Facility s degree of completion and reliability, it must achieve its First Energy Date
at least thirty (30) days prior to the Operation Date. Idaho Power, based on the information
supplied by the Seller, will schedule its construction in accordance with Schedule 72 and the
Generation Interconnection Process.
PO INT OF DELIVERY
Point of Delivery" means, unless otherwise agreed by both Parties, where Idaho Power s and the
Seller s electrical facilities are interconnected at: The Idaho Power Generation Interconnection
process will determine the specific Point of Delivery for this Facility. Upon completion of the
Generation Interconnection process the Point of Delivery identified by this process will become
an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by
the Seller to the Idaho Power electrical system, no Losses will be calculated for this Facility.
the Idaho Power Metering is unable to measure the exact energy deliveries by the Seller to the
Idaho Power electrical system, a Losses calculation will be established to measure the energy
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losses (kWh) between the Seller s Facility and the Idaho Power electrical system. This loss
calculation will be initially set at 2% of the kWh energy production recorded on the Facility
generation metering equipment. At such time as Seller provides Idaho Power with the electrical
equipment specifications (transformer loss specifications, conductor sizes, etc) of all of the
electrical equipment between the Facility and the Idaho Power electrical system, Idaho Power
will configure a revised loss calculation formula to be agreed to by both parties and used to
calculate the kWh Losses for the remaining term of the Agreement. If at anytime during the
term of this Agreement, Idaho Power determines that the loss calculation does not correctly
reflect the actual kWh losses attributed to the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power may adjust the calculation and retroactively adjust
the previous months kWh loss calculations.
METERING AND TELEMETRY
The Idaho Power Generation Interconnection process will determine the specific metering and
telemetry requirements for this Facility.At the minimum the Metering Equipment and
Telemetry equipment must be able to provide and record hourly energy deliveries to the Point of
Delivery and any other energy measurements required to administer this Agreement. These
specifications will include but not be limited to equipment specifications, equipment location
Idaho Power provided equipment, Seller provided equipment, and all costs associated with the
equipment, design and installation of the Idaho Power provided equipment.The entire
Generation Interconnection process, including but not limited to the equipment specifications
and requirements will become an integral part of this Agreement. Seller will arrange for and
make available at Seller s cost a telephone circuit(s) dedicated to Idaho Power s use terminating
at the Idaho Power facilities. Idaho Power provided equipment will be owned and maintained
by Idaho Power, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to Idaho Power by the Seller. Payment of these costs will
be in accordance with Schedule 72 and the total metering cost will be included in the calculation
of the Monthly Operation and Maintenance Charges specified in Schedule 72.
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SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not be limited to equipment
specifications, equipment location, Idaho Power provided equipment Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idaho
Power provided equipment. The entire Generation Interconnection process, including but not
limited to the equipment specifications and requirements will become an integral part of this
Agreement. Idaho Power owned equipment will be maintained by Idaho Power, with total cost
of purchase, installation, operation, and maintenance, including administrative cost to
reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total Special Facility cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
REACTIVE POWER
The Idaho Power Generation Interconnection process will determine the reactive power required
to be supplied by Idaho Power to the Seller, based upon information provided by the Seller. The
Generation Interconnection process will specify the equipment required on the Idaho Power
system to meet the Facility s reactive power requirements. These specifications will include but
not be limited to equipment specifications, equipment location, Idaho Power provided
equipment, Seller provided equipment, and all costs associated with the equipment, design and
installation of the Idaho Power provided equipment.The entire Generation Interconnection
process, including but not limited to the equipment specifications and requirements will become
an integral part of this Agreement. Idaho Power owned equipment will be maintained by Idaho
Power, with total cost of purchase, installation, operation, and maintenance, including
administrative cost to be reimbursed to Idaho Power by the Seller. Payment of these costs will
be in accordance with Schedule 72 and the total reactive power cost will be included in the
calculation of the Monthly Operation and Maintenance Charges specified in Schedule 72.
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DISCONNECTION EQUIPMENT
Disconnection Equipment is required to insure that the Seller s Facility will be disconnected
from Idaho Power s system in the event of (1) the Sellers delivery of energy exceeds the
Maximum Capacity Amount or (2) Idaho Power or the Seller require interruption or curtailment
of energy deliveries to Idaho Power or (3) a disturbance on either Idaho Power s system or the
Seller s Facility.The Idaho Power Generation Interconnection process will determine the
Disconnection Equipment specifications and requirements for this Facility, this equipment is for
protection of the Idaho Power system and equipment only. These specifications will include but
not be limited to equipment specifications, equipment location, Idaho Power provided
equipment, Seller provided equipment, and all costs associated with the equipment, design and
installation of the Idaho Power provided equipment.Seller will install all Seller provided
equipment, control wire and conduit necessary for the operation of the Disconnection
Equipment. Through the Generation Interconnection process, Idaho Power will supply details
for the disconnection panel and will test the equipment prior to any operations of the Facility,
Seller will provide drawings of their interconnection wiring for engineering approval prior to
installation. The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
Power by the Seller. Payment of these costs will be in accordance with Schedule 72 and the
total Disconnection Equipment cost will be included in the calculation of the Monthly Operation
and Maintenance Charges specified in Schedule 72.
COSTS
The Idaho Power Generation Interconnection process and this Agreement will identify all cost
for this Facility to interconnect to the Idaho Power system, including but not limited to the cost
of Metering equipment, Telemetry equipment, Special Facilities, Reactive Power, Disconnection
equipment, Protection equipment and Interconnection Equipment.
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Generation Interconnection process and in accordance with Schedule 72 and this Agreement the
Seller will reimburse Idaho Power for all costs associated with this equipment. In addition to the
equipment, installation and construction charges as specified above, during the term of this
Agreement, Seller will pay Idaho Power the monthly operation and maintenance charge
specified in Schedule 72 or its successor schedules(s). The monthly operations and maintenance
charge will begin on the first day of the month following the date which Idaho Power has
completed installation of the Idaho Power provided equipment and the interconnection
equipment is available for use by the Facility. The monthly operations and maintenance charge
will be based upon the initial cost paid by the Seller in accordance with Schedule 72. Upon
reconciliation of the actual costs, in accordance with Schedule 72 the monthly operations and
maintenance charge will be adjusted to reflect the actual cost incurred by Idaho Power and
previously charged monthly operation and maintenance expense will be revised to reflect the
actual cost incurred by Idaho Power.Idaho Power will refund or Seller will remit any
underpayment of the adjusted monthly operations and maintenance charge within sixty (60) days
of the determination of this amount.
SALVAGE
No later than sixty (60) days after the termination or expiration of this Agreement, Idaho Power
will prepare and forward to Seller an estimate of the remaining value of those Idaho Power
furnished Interconnection Facilities as required under Schedule 72 the Generation
Interconnection Process and/or described in this Agreement, less the cost of removal and transfer
to Idaho Power s nearest warehouse, if the Interconnection Facilities will be removed. IT Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the
invoice amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEER'S CERTIFICATION
OPERATIONS & MAINTENANCE POLICY
The undersigned behalf himself and
, hereinafter collectively referred to as "Engineer
hereby states and certifies to the Seller as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Energy Sales Agreement, hereinafter " Agreement " between
Idaho Power Buyer and Seller dated
That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and is hereinafter referred to as
the "Project."
That the Project which commonly known the
Project, is located in Section , Township
Range , Boise Meridian County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
That Engineer has no economic relationship to the Design Engineer of this Project.
That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output , efficiency and plant factor for a twenty (20)
year period.
That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on Engineer s representations and opinions contained in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
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APPENDIX C
ENGINEER'S CERTIFICATION
ONGOING OPERATIONS AND MAINTENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer " hereby
states and certifies to the Seller as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement " between
Idaho Power Buyer and Seller dated
That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and hereinafter referred to as the
Project" .
That the Project which commonly known
the
Project, is located at
That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a twenty (20) year period.
That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
That Engineer has no economic relationship to the Design Engineer of this Project.
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
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Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaInIng years of the Agreement.
That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement
is relying on Engineer s representations and opinions contained in this Statement.
10.That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
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APPEND IX C
ENGINEER'S CERTIFICATION
DESIGN & CONSTRUCTION ADEQUACY
The undersigned behalf himself and
, hereinafter collectively referred to as "Engineer
hereby states and certifies to Idaho Power as follows:
That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter " Agreement"
between Idaho Power Buyer and
as Seller, dated
That the cogeneration or small power production project which is the subject of the
Agreement and this Statement is identified as IPCo Facility No and is hereinafter
referred to as the "Project"
That the Project which commonly known the
Project, is located in Section , Township
Range , Boise Meridian County, Idaho.
That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a ) year period.
That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
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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That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a ) year period.
11.That Engineer recognizes that Idaho Power, in accordance with paragraph 5.3(2) of the
Agreement, in interconnecting the Project with its system, is relying on Engineer s representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
(P.E. Stamp)
Date
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