20051021Application.pdf

IEWI)
POWER
IDAHO POWER COMPANY
O. BOX 70
BOISE, IDAHO 83707
BARTON L. KLINE
Senior Attorney
An IDACORP Company
October 20,2005
Jean D. Jewell , Secretary
Idaho Public Utilities Commission
472 West Washington Street
P. O. Box 83720
Boise, Idaho 83720-0074
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Re:Case No. IPC-05- 3;J.J~
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Application For Approval of Firm Energy Sales Agreemenf:~?:. c,
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Between Idaho Power and Notch Butte Wind Park LLC ~;~ ~?2
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~J'Dear Ms. Jewell:
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Please find enclosed for filing an original and seven (7) copies of Idaho
Power Company s Application For Approval of A Firm Energy Sales Agreement for the
Sale and Purchase of Electric Energy Between Idaho Power Company and Notch Butte
Park LLC.
I would appreciate it if you would return a stamped copy of this transmittal
letter in the enclosed self-addressed , stamped envelope.
r:;~r
Barton L. Kline
BLK:jb
Enclosures
Telephone [phone] Fax [phone] E-mail BKline~idahopower.com
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BARTON L. KLINE, ISB # 1526
MONICA B. MOEN , ISB # 5734
Idaho Power Company
1221 West Idaho Street
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 MA TIER OF THE APPLICATION OF
IDAHO POWER COMPANY FOR APPROVAL)
OF A FIRM ENERGY SALES AGREEMENT
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY BETWEEN IDAHO
POWER COMPANY AND NOTCH BUTTEWIND PARK LLC
CASE NO. IPC-05-
APPLICA TION
COMES NOW , Idaho Power Company ("Idaho Power" or "the Company
and, pursuant to RP 52 , hereby requests that the Commission issue its Order approving
a Firm Energy Sales Agreement between Idaho Power and Notch Butte Wind Park LLC
Notch Butte ) under which Notch Butte would sell and Idaho Power would purchase
electric energy generated by the Notch Butte Wind Generating Facility located near
Notch Butte which is between Twin Falls and Shoshone Idaho ("Facility
This Application is based on the following:
APPLICATION , Page
Notch Butte represents that the Facility will be a 18 MW wind generating
facility that will be a qualified small power production facility under the applicable
provisions of the Public Utility Regulatory Policies Act of 1978 ("PURPA"
II.
On October 14 , 2005 , Idaho Power and Notch Butte entered into a Firm
Energy Sales Agreement ("Agreement") pursuant to the terms and conditions of
Commission Order Nos. 29632 , 29646, 29839, 29851 and 29872. Under the terms of
the Agreement, Notch Butte elected to contract with Idaho Power for a twenty-year
term. Notch Butte further elected to contract with the Company using the non-Ievelized
published avoided cost rates as currently established by the Commission for projects
that, under normal operating conditions, will not generate more than 10 aMW on a
monthly basis.
III.
The Agreement is similar in virtually all respects to several recent PURPA
agreements entered into by Idaho Power and approved by the Commission (i.e., Pilgrim
Stage Station Wind Park, IPUC Order No. 29771; Oregon Trails Wind Park, IPUC Order
No. 29772). The Agreement contains terms and conditions previously approved by the
Commission in reviewing other PURPA agreements and is consistent with Order No.
29632 in Case No. IPC-04-8 (U.S. Geothermal Complaint).
APPLICATION , Page 2
IV.
The nameplate rating of the Facility is expected to be 18 MW.
provided by the Agreement, Notch Butte will be required to provide data on the Facility
that Idaho Power will use to confirm that, under normal and/or average conditions
generation from the Facility will not exceed 10 aMW on a monthly basis.
In Order No. 29839 issued in Case No. IPC-05-, the Commission
ordered that the size cap for QF wind generation facilities entitled to receive the
published avoided cost rates be reduced from 10 aMW to 100 kW. In Order No. 29839
the Commission identified several criteria that the Commission would consider to
determine whether a particular QF wind generation facility was sufficiently mature so as
to justify "grandfathering" the project to entitlement to the published rates. In Order No.
29872 issued on September 21 2005 in the same case, the Commission addressed
several motions for reconsideration of Order No. 29851 and specified that the deadline
for "grandfathering" would be changed from the previously-ordered July 1 , 2005 , until
August 4 , 2005 , the date of interlocutory Order No. 29839. In Order No. 29872 , the
Commission confirmed the criteria it would consider for determining eligibility to the
published rates for those QFs in the negotiation queue on August 4 , 2005. These
criteria are as follows:
(1 )submittal of a signed power purchase agreement to the
utility, or
(2)submittal to the utility of a completed Application for
Interconnection Study and payment of fee.
APPLICATION , Page 3
In addition to a finding of existence of one or both of the preceding
threshold criteria, the QF must also be able to demonstrate other
indicia of substantial progress and project maturity, e.
(1 )
(2)
a wind study demonstrating a viable site for the project
a signed contract for wind turbines
(3)
(4)
arranged financing for the project, and/or
related progress on the facility permitting and licensing path.
(Order No. 29839 , p. 10, August 4, 2005)
VI.
In order to comply with the Commission s order regarding grandfathering,
Idaho Power identified 14 wind generating project developers that had contacted Idaho
Power regarding a potential wind QF project. By letter dated August 8, 2005, the
Company requested that each of the identified QF developers provide Idaho Power
information regarding their project that the Company could use to determine whether or
not the particular wind QF would meet the criteria for grandfathering described by the
Commission. A copy of the letter sent to Notch Butte is enclosed as Attachment 1. In
response to Attachment 1 , Notch Butte provided responses to each of the items
identified in Attachment 1. A summary of Notch Butte s responses is enclosed as
Attachment 2.
As noted in Attachment 2 , several of Notch Butte s responses indicated
that Notch Butte was concerned about the confidentiality of documents. Therefore
rather than requiring copies of the documents be provided , Idaho Power reviewed the
documents in Notch Butte s office to confirm that the documents supported Notch
Butte s representations.
APPLICATION , Page 4
VII.
While Idaho Power reviewed Notch Butte s compliance with all of the
criteria identified in Attachment 1 , the Company does not expect that a QF must have
completed all of the criteria to be entitled to grandfather status. The relative weight
given to completion of each criterion must be considered on its own merits. For
example , one criterion that Idaho Power identified as being entitled to great weight is a
signed contract for wind turbines. Based on discussions with QF wind developers and
other publicly available information , Idaho Power has determined that the supply of wind
turbines is extremely tight and , if a turbine has not been procured , it may be many
months before turbines are available. Therefore, possession of a contract that binds a
wind turbine manufacturer to deliver the needed wind turbines to the QF within the time
periods specified by the QF developer was deemed by Idaho Power to be critical to a
determination that a QF was sufficiently mature so as to qualify for grandfathering. The
Notch Butte project has entered into such a contract and Idaho Power has reviewed the
contract documents binding the wind turbine manufacturer.
VIII.
Considering and weighing all of the Commission-identified criteria, Idaho
Power believes that Notch Butte is sufficiently far enough along the development path
that it should be "grandfathered" to the published rates.
IX.
Notch Butte has selected November 2006 as the scheduled first energy
date and May 2007 as the scheduled operation date for the project. As the Agreement
specifies, once a project requests and is assigned an operation date, various terms of
APPLICATION , Page 5
the Agreement are activated , primarily the 900 /1100/0 performance criteria. Prior to the
operation date, the Agreement requires that only the monthly variable non-firm price for
energy be paid for the energy production from this project. Based on past experience
the Notch Butte developer has determined that it typically takes a few months to fine
tune the turbines at each specific project; therefore, the developer has allowed for this
fine tuning time frame in the scheduled first energy and schedule operation date. In the
Agreement, various requirements have been placed on Notch Butte in order for Idaho
Power to accept deliveries from this Facility. Idaho Power will monitor compliance with
these initial requirements. In addition, Idaho Power will continue to monitor the ongoing
requirements through the full term of this Agreement.
Section 22 of the Agreement provides that the Agreement will not become
effective until the Commission has approved all of the agreements, terms and
conditions and determined that all payments that Idaho Power will make to Notch Butte
for purchases of energy under the Agreement will be allowed as prudently incurred
expenses for ratemaking purposes.
XI.
The Agreement, as signed and submitted by the parties hereto, contains
non-Ievelized published avoided cost rates in conformity with applicable IPUC Orders
and is enclosed as Attachment 3.
XII.
Service of pleadings , exhibits , orders and other documents relating to this
proceeding should be served on the following:
APPLICATION, Page 6
Barton L. Kline , Senior Attorney
Monica B. Moen , Attorney II
Idaho Power Company
O. Box 70
Boise , Idaho 83707
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
rilltphin
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idahopower.com
XIII.
NOW, THEREFORE, based on the foregoing, Idaho Power hereby
requests that the Commission issue its Order:
(1 )Approving the enclosed Firm Energy Sales Agreement between
Idaho Power and Notch Butte without change or condition; and
(2)Declaring that all payments for purchase of energy under the
Agreement will be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this day of October, 2005.
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BARTON L. KLINE
Attorney for Idaho Power Company
APPLICATION , Page 7
ATTACHMENT
IDAHO
POWER
An IOACORP Company
Randy C. Allphin
Contract Administrator
August 8, 2005
James Carkulis
Exergy Development Group, LLC
POBox 5212
Helena, MT 5960
E-mail Copy: mtli(GJin-tch.com
Original: US Mail
RE:Notch Butte Wind Park
Request for a PURPA contract for a proposed Wind Generation Facility.
Dear James:
On June 17 2005, Idaho Power Company (Company) filed a Petition with the Idaho Public
Utilities Commission (Commission) requesting a temporary suspension of the Company s obligation to
enter into new contracts to purchase energy generated by qualifYing wind-powered small power
production facilities (QFs) at the published rates.
On August 4, 2005 , the Commission issued Order No. 29839 in response to the Petition filed by
Idaho Power Company. In Order No. 29839, the Commission ruled that only intermittent wind
generation projects with a nameplate rating of lOO kW or less are eligible for the published avoided cost
rates. In this Order the Commission also established criteria to assess the eligibility of larger wind
generation projects that had commenced the development process prior to July 1 2005 to receive PURPA
contracts containing the published rates. The eligibility criteria for those larger projects, as set out in
Order No. 29839, are as follows:
Telephone: [phone] Fax: [phone] Railphin(gH dahopow er . com
1) Submittal of a signed power purchase agreement to the utility no later then July 1
2005 or submittal of a completed Application for Interconnection Study and payment
of study fees to the utility no later then July 1 2005.
2) In addition to the eligibility criteria set out in item 1 , to qualify for the published
rates the larger QF must also be able to demonstrate other indicia of substantial
progress and project maturity. Examples of these items include but are not limited to:
) A QF certificate for the project
) Wind study(s) demonstrating a viable site for the project
) Project and access road site control
) A signed contract for the supply of wind turbines
) Arranged financing for the project
) Progress on facility permitting and licensing
Our records indicate you contacted Idaho Power concerning a PURP A contract for the Notch
Butte Wind Park with an estimated size of 18 MW prior to the issuance of Commission Order No. 29839.
Summarized below are Idaho Power Power Supply s records in regards to the data you have
submitted for your proposed wind project and the status of meeting the eligibility criteria as described in
Commission Order No. 29839.
Item
Suulllillal uf a ~igllt:u PurdJa~e Power Agreement
Idaho Power has received a developer originated signed
Purchase Power Agreement prior to July 1 2005.
Submittal of a completed Application for Interconnection
What is the status of your application for interconnection for
your proposed wind project?
While this may seem to be a strange request coming
from Idaho Power, Federal Energy Regulatory
Commission orders prohibit Idaho Power s Power
Supply business unit from obtaining this information
directly from the Idaho Power Delivery business unit.
Please provide complete interconnection application
status information, including when application was
made for interconnection and evidence that the required
study fees have been paid to Idaho Power Delivery
business unit.
Telephone: [phone] Fax: [phone] Rallphin0)Idahopower,com
../ If your project has submitted one or both of the above-required documents please
provide the documentation of the items specified below in Item 2.
../ If neither of the above documents had been submitted to Idaho Power Company
prior to July 1 2005 , as specified in the Commission Order, your project is
subject to the revised published rate eligibility cap for a qualified intermittent
wind projects of 100 kW or smaller.
Item 2
Please provide documentation that demonstrates other indicia of
substantial progress and project maturity. Examples of these items include but
are not limited to:
A QF certificate for the project
Idaho Power has on file a copy of your notice of Self
Certification dated August 2005.
Wind study demonstrating a viable site for the project
Project and access road site control
A signed contract for the supply of wind turbines
Arranged financing for the project
Progress on facility permitting and licensing
If there is other data that you believe indicates that your project was substantially mature or
complete as of July 1,2005, please provide this data at the same time.
Please provide the requested data to Randy Allphin at Idaho Power Company:
US Mail:
Email:
Idaho Power Company
Attn: Randy Allphin
POBox 70
Boise, Idaho 83707
.R.ill.l1lh i n~ idahopower.com
Telephone: [phone] Rallphin~ldahopoweT,comFax: [phone]
Fax:[phone]
Please mark all Faxes - Attention Randy Allphin and also notify
Randy Allphin bye-mail or telephone
that a Fax is being sent.
Idaho Power will review the provided data and may request addition information. If it is
detennined that the project has met the eligibility criteria as established by the Commission, Idaho Power
will prepare and provide a draft PURP A agreement for your review. Please note this is not an offer to
purchase and no PURP A contract is effective until the Idaho Public Utilities Commission has reviewed it
and approved it for ratemaking purposes.
The Commission has set stringent time limits for continued processing of this case. As a result
it is important that we receive your response to this letter no later than 5 PM, Mountain Standard Time,
August 15,2005. Failure to provide complete information within this time period may mean that your
request would not be considered eligible to receive the published rates.
If you have any questions please contact me at your convenience.
Very truly yours
f2;;-(J.
Randy C. Allphin
Idaho Power Company
Contract Administrator
Telephone [phone] Fax: [phone] Rallphin(!g Idahopower, com
TT A CHMENT 2
Summary of Compliance Analysis
Notch Butte
18.00 MW
Jerome and Lincoln County
) Purchase Power a reement
Submittal of a signed power purchase Yes, developer provided agreement signed June 17, 2005
And/Or
Interconnection A lication
Submittal to the Utility of a completed
Yes, 101.5 MW request filed with IPC on Feb 2005. Fees paid
and Feasibility Study completed by IPC.
Demonstrate other indicia of substantial
progress and project maturity
QF Certificate Filed with FERC 8/3/2005
8/15/2005 Developer response received, stating all contracts are
complete and available for our review upon request.
Site Control 8/23/2005 Company representatives met with developer and
reviewed various documents supporting conclusion that adequate
site control was in place.
8/15/2005 Developer response received, stating data collected but
confidential.
Wind Study data 8/2312005 Company representatives met with developer and
reviewed various documents indicating wind data had been
collected for this project. In addition, the Developer has
provided monthly kWh commitments for inclusion in the
agreement based upon the c
8/15/2005 Developer response received, stating all contracts are
complete but confidential.
Turbine supply confirmation 8/23/2005 Company representatives met with developer and
reviewed the Turbine supply agreement and confirmed that a
binding agreement with manufacturer for the supply of turbines
is in place for this project.
Completed project financing
8/15/2005 . Letter received, stating premature to have final
financing in place until a PP A is complete. Prior Company
experience confirms that ability to obtain firm financial
commitments usually require PP A in place. Developer has
previously obtained fin
Planning and Zoning permit progress
8/1512005 Letter received, stating initial work begun, but
premature to finalize until PP A in place.
Company s representatives met with developer and confirmed
initial permitting due diligence commenced.
Idaho Power Company 10/19/2005
TT A CHMENT 3
Article
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
NOTCH BUTTE 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
Waiver
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
C"C
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10/1012005
FilUM ENERGY SALES AGREEMENT
(10 aMW or Less)
NOTCH BUTTE WIND PARK LLC
Project Number: 31615300
THIS AGREEMENT, entered into on this ---1..!1.-- day of 2005 between
NOTCH BUTTE WIND PARK, an Idaho limited liability company (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
Parties" or individually as "Party.
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy
produced by the Seller s Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 Commission" - The Idaho Public Utilities Commission.
1.2 Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.3 Designated Dispatch Facility" - Idaho Power s Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.4 Disconnection Equipment"- All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
1.5 Facility" - That electric generation facility described in Appendix B of this Agreement.
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10/10/2005
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
First Energy Date" - The day commencing at 0001 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to
Idaho Power s system at the Point of Delivery.
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" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.3 of this Agreement.
Interconnection Facilities - All equipment specified in Schedule 72 and the Generation
Interconnection Process and any additional equipment specified in Appendix B.
Initial Capacity Determination - The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility s energy is
metered and the point the Facility s energy is delivered to the Idaho Power electrical system. The
loss calculation formula will be as specified in Appendix B of this Agreement.
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 22.2.2.
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1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
Maximum Capacity Amount" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
Metering Equipment"- All equipment specified in Schedule 72, the Generation Interconnection
Process, this Agreement and any additional equipment specified in Appendix B required to
measure, record and telemeter power flows between the Seller s electric generation plant and
Idaho Power s system.
Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Seller commits to deliver all Net Energy to Idaho Power at
the Point of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent
Energy.
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 NolO 1, Schedule 72 or its successor schedules as
approved by the Commission.
Season" - The three periods identified in paragraph 6.1 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.
Station Use - Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
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1.25
1.26
2.2
Surplus Energy - (1) Net Energy produced by the Seller s Facility and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2. or (2) If the Net Energy
produced by the Seller s Facility and delivered to the Idaho Power electrical system during the
month is less than 90% of the monthly Net Energy Amount for the corresponding month
specified in paragraph 6., then all Net Energy delivered by the Facility to the Idaho Power
electrical system for that given month or (3) All Net Energy produced by the Seller s Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
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
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10/10/2005
is used and defined in 18 CFR 9292.207. After initial qualification, Seller will take such steps as
may be required to maintain the Facility s Qualifying Facility status during the term of this
Agreement and Seller s failure to maintain Qualifying Facility status will be a Material Breach of
this Agreement. Idaho Power reserves the right to review the Seller s Qualifying Facility status
and associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
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 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).
1.3 Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, equipment specifications, prime mover data, resource
characteristics, normal and/or average operating design conditions and Station Use data.
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1.4
1.5
1.7
Upon receipt of this information, Idaho Power will review the provided data and if
necessary, request additional data to complete the Initial Capacity Determination within a
reasonable time.
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.
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.
Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller s request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
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
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10/10/2005
Operation Date in written form.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmation will not be unreasonably withheld by Idaho Power.
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 to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facility will also
delivered by the Seller to Idaho Power at the Point of Delivery. At no time will the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
Initial Year Monthly Net Energy Amounts:
Season 1
Month kWh
March 077 634
April 358 815
May 512 845
July 391 624
August 090,413
November 811 622
December 766,515
June 667,598
September 861 307
October 017 769
January 082,420
February 309,837
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Season 2
Season 3
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2.3
2.4
Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with
one year of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates. This information
will be provided to Idaho Power by written notice in accordance with paragraph 28., no
later than 5 :00 PM of the 5th day following the end of the previous month. If the Seller
does not provide the Ongoing Monthly Net Energy amounts in a timely manner, Idaho
Power will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.1 for the next 3 months of monthly Net Energy
amounts.
Seller s Adjustment of Net Energy Amount
1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 28., the Seller may revise all of the previously
provided Initial Year Monthly Net Energy Amounts.
2 Beginning with the end of the 3rd month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 28., no later than
5:00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Failure to provide
timely written notice of changed amounts will be deemed to be an election of no
change.
Idaho Power Adlustment 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 14.1 and the Seller
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under paragraph 14.1 or 14.1 occurs will be reduced in accordance with
the following:
Where:
NEA Current Month's Net Energy Amount (Paragraph 6.
SGU ) If Idaho Power is excused from accepting the Seller s Net
Energy as specified in paragraph 14.1 this value will be
equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below.
) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 14.1 this value will be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
RSH Actual hours the Facility s Net Energy deliveries were either
reduced or suspended under paragraph 14.1 or 14.
Actual total hours in the current month
Resulting formula being:
Adjusted
Net Energy = NEA
Amount
- ( (
SGU NEA
TGU
) X (
) )
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for
only the specific month in which Idaho Power was excused from accepting the Seller s Net
Energy or the Seller declared a Suspension of Energy.
Unless excused by an event of Force Majeure, Seller s failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
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ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Net Ener Purchase Price - For all Net Energy, Idaho Power will pay the non-Ievelized energy
price in accordance with Commission Order 29646 with seasonalization factors applied:
Season 1 - (73.50 %)Season 2 - (120.00 %)Season 3 - (100.00 %)
Year Mills/kWh Mills/k Wh Mills/kWh
2005 37.60.41 50.
2006 37.61.51.
2007 38.63.52.
2008 39.64.53.
2009 40.66.55.
2010 41.46 67.56.41
2011 42.42 69.57.
2012 43.70.59.
2013 44.72.48 60.40
2014 45.42 74.61.
2015 46.75.63.
2016 47.77.64.
2017 48.79.40 66.
2018 49.81.67.
2019 50.83.69.
2020 52.85.70.
2021 53.86.72.49
2022 54.88.74.
2023 55.91.75.
2024 57.93.77.
2025 58.95.79.41
2026 59.97.81.
7.2 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Cost or the Net Energy Purchase Price specified in paragraph 7.
whichever is lower.
Inadvertent Energy
Inadvertent Energy is electric energy produced by the Facility, expressed in kWh, which
the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10 000 kW
multiplied by the hours in the specific month in which the energy was delivered. (For
example January contains 744 hours. 744 hours times 10,000 kW = 7,440,000 kWh.
Energy delivered in January in excess of 7,440, 000 kWh in this example would be
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7.4
Inadvertent Energy.
Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho Power
will accept Inadvertent Energy that does not exceed the Maximum Capacity Amount but
will not purchase or pay for Inadvertent Energy
Payment Due Date - Energy payments to the Seller will be disbursed within 30 days of the date
which Idaho Power receives and accepts the documentation of the monthly Net Energy and
Inadvertent Energy actually produced by the Seller s Facility and delivered to Idaho Power as
specified in Appendix A.
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); Afton Energy, Inc. v. Idaho Power Company, 111 Idaho 925
729 P.2d 400 (1986); Section 210 of the Public Utilities Regulatory Policies Act of 1978 and 18
CFR ~292.303-308.
ARTICLE VIII: ENVIRONMENTAL A TTRlliUTES
Idaho Power waives any claim to ownership of Environmental Attributes.Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller s Facility.
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
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10.
11.1
term of the Agreement.
Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities will be in accordance with Schedule 72, the Generation Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to
initial costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: DISCONNECTION EQUIPMENT
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 at
the location and the type required to measure, record and report the Facility s Net Energy, Station
Use, Inadvertent Energy and maximum energy deliveries (kW) in a manner to provide Idaho
Power adequate energy measurement data to administer this Agreement and to integrate this
Facility s energy production into the Idaho Power electrical system. All Metering Equipment and
installation costs shall be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power s actual cost of providing this
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11.2
11.3
12.
Metering Equipment and services. The Metering Equipment shall be at the location described in
Appendix B of this Agreement. All meters used to determine the billing hereunder shall be
sealed and the seals shall be broken only by Idaho Power when the meters are to be inspected
tested or adjusted.
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 Energy and Inadvertent Energy produced and
delivered to the Idaho Power Point of Delivery to Idaho Power s Designated Dispatch Facility.
ARTICLE xn - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
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12.2
13.
14.
and maximum generation (kW) 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 generation, Net Energy, Station Use
Inadvertent Energy and maximum generation (kW) records 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 14.9. Seller shall provide
and maintain adequate protective equipment sufficient to prevent damage to the Facility and
Seller-furnished Interconnection Facilities. In some cases, some of Seller s protective relays will
provide back-up protection for Idaho Power s facilities. In that event, Idaho Power will test such
relays annually and Seller will pay the actual cost of such annual testing.
ARTICLE XIV - OPERATIONS
Communications Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power s Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
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14.
14.3
Energy Acceptance
14.2.Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy produced by the Facility and delivered by the Seller to the Point
Delivery, if it is prevented from doing so by an event of Force Majeure, or if Idaho Power
determines that curtailment, interruption or reduction of Net Energy or Inadvertent
Energy deliveries is necessary because of line construction or maintenance requirements,
emergencies, electrical system operating conditions on its system or as otherwise required
by Prudent Electrical Practices. 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.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 and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller s failure to limit deliveries to the Maximum Capacity Amount
will be a Material Breach of this Agreement.
Seller Declared Suspension of Energy Deliveries
14.IT the Seller s Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller s Facility, Seller may, after giving notice as
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14.
provided in paragraph 14.2 below, temporarily suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unites) within the Facility
impacted by the forced outage for a period of not less than 48 hours to correct the forced
outage condition ("Declared Suspension of Energy Deliveries ). The Seller s Declared
Suspension of Energy Deliveries will begin at the start of the next full hour following the
Seller s telephone notification as specified in paragraph 14.3.2 and will continue for the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
14.2 If the Seller desires to initiate a Declared 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 xxvrn that will contain the beginning hour and duration of the
Declared Suspension of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declared Suspension of Energy Deliveries. Idaho Power will
review the documentation provided by the Seller to determine Idaho Power s acceptance
of the described forced outage as qualifying for a Declared Suspension of Energy
Deliveries as specified in paragraph 14.1. Idaho Power s acceptance of the Seller
forced outage as an acceptable forced outage will be based upon the clear documentation
provided by the Seller that the forced outage is not due do an event of Force Majeure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller s Facility.
Voltage Levels - Seller, in accordance with Prudent Electrical Practices shall minimize voltage
fluctuations and maintain voltage levels acceptable to Idaho Power.Idaho Power may, in
accordance with Prudent Electrical Practices, upon one hundred eighty (180) days' notice to the
Seller, change its nominal operating voltage level by more than ten percent (10%) at the Point of
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14.
14.
14.
14.
15.
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 electrical 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 of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Parties determination as to the acceptability of the Seller s timetable for scheduled
maintenance will take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller s preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
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.
Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to curtail, interrupt or reduce deliveries from the Seller s Facility.
Seller understands that in the case of emergency circumstances, real time operations of the
electrical system, and/or unplanned events Idaho Power may not be able to provide notice to the
Seller prior to interruption, curtailment, or reduction of electrical energy deliveries to Idaho
Power.
ARTICLE XV: INDEMNIFICATION AND INSURANCE
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
- 17-
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15.
15.
15.4
16.
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
(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 4.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
Seller to Notify Idaho Power of Loss of Coverage IT 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
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17.
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence
such Party is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the Operation Date, which, by the exercise of reasonable foresight such party could not
reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable to
overcome. If either Party is rendered wholly or in part unable to perform its obligations under
this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(1)The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars of the occurrence.
(2)The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3)No obligations of either Party which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurrence shall be excused as a result of such
occurrence.
ARTICLE XVII: LAND RIGHTS
Seller to Provide Access - Seller hereby grants to Idaho Power for the term of this Agreement all
necessary rights-of-way and easements to install, operate, maintain, replace, and remove Idaho
Power s Metering Equipment, Interconnection Equipment, Disconnection Equipment, Protection
Equipment and other Special Facilities necessary or useful to this Agreement, including adequate
and continuing access rights on property of Seller. Seller warrants that it has procured sufficient
easements and rights-of-way from third parties so as to provide Idaho Power with the access
described above. All documents granting such easements or rights-of-way shall be subject to
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17.
17.
17.4
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
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 XVTI. Therefore, the Parties agree that the exercise by Idaho Power of
any of the rights enumerated in paragraphs 17.2 and 17.3 shall: (1) comply with all applicable
laws, codes and Prudent Electrical Practices, (2) equitably share the costs of installing, owning
and operating jointly used facilities and rights-of-way. If the Parties are unable to agree on the
method of apportioning these costs, the dispute will be submitted to the Commission for
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18.
19.
20.
21.1
21.2
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 XVll.
ARTICLEXVill: 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.
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
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22.
22.2
22.
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.
22.
Defaults.If either Party fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Party shall cause notice in
writing to be given to the defaulting Party, specifying the manner in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Party reasonably
demonstrates to the other Party that the default can be cured within a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
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.
22.3.2
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
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23.
24.
25.
& 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
22.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
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.
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
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26.
27.
28.
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
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:Notch Butte Wind Park, LLC
Attn: James T. Carkulis
515 N 27th Street
O. Box 7218
Boise, Idaho 83702
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29.
30.
31.1
32.
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Copy of document to:
Cogeneration and Small Power Production
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
ARTICLE XXX: SEVERABILITY
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
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 XXXll: ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
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hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Notch Butte Wind Park L.
James T. CarkulisJi C. Miller, Sr. Vice President, Power Supply
Dated \\l Dated
/6//5'/tJJ'
Idaho Power Seller
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APPENDIX A
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Idaho Power Meter
Equipment measuring the Facility s total energy production, Station Usage, Inadvertent Energy delivered
to Idaho Power and the maximum generated energy (kW) as recorded on the Meter Equipment and/or any
other required energy measurements to adequately administer this Agreement.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
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
Station
Usa2e
Phone Number:
Station
Usa2e
Metered
Maximum Generation
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 Firm Energy Sales
Agreement to which I am a Party.
Signature
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Reason
Date
10/10/2005
ROUTINE REPORTlNG
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.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 Project 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 Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact information
Telephone Number:
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APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31615300
NOTCH BUTTE WIND PARK
DESCRIPTION OF FACILITY
The Facility will consist of 12 Wind turbines; model 77 GE SLE with individual generator ratings
of 1.5 MW for each unit, for a total Facility generator rating of 18.0 MW.
LOCATION OF FACILITY
Near:
Sections:Township: R06S Range:R16E County: Jerome Idaho.
Range:R17E County: Jerome Idaho
Range:R17E County: Lincoln Idaho
Sections: 3.4.Township: T07S
Sections: 3.4.Township: T07S
SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected November 1. 2006 as the estimated Scheduled First Energy Date.
Seller has selected May 1.2007 as the estimated Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date. Idaho Power, based on the information supplied by the Seller
will schedule its construction in accordance with Schedule 72 and the Generation Interconnection
Process.
MAXIMUM CAPACITY AMOUNT: This value will be 19.2 MW which is consistent with the
value provided by the Seller to Idaho Power in the Generation Interconnection process. This
value is the maximum energy (MW) that potentially could be delivered by the Seller s Facility to
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the Idaho Power electrical system at any moment in time.
POINT OF DELIVERY
Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility s energy is delivered to the Idaho Power electrical system. The Idaho Power Generation
Interconnection process will determine the specific Point of Delivery for this Facility. Upon
completion of the Generation Interconnection process the Point of Delivery identified by this
process will become an integral part of this Agreement.
LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation will
be established to measure the energy losses (kWh) between the Seller s Facility and the Idaho
Power Point of Delivery. This loss calculation will be initially set at 2% of the kWh energy
production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (transformer loss
specifications, conductor sizes, etc) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remaining term of the
Agreement. If at anytime during the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attributed to the electrical
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
METERING AND TELEMETRY
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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 communication circuit(s) compatible to Idaho Power s communications
equipment and dedicated to Idaho Power s use terminating at the Idaho Power facilities capable of
providing Idaho Power with continuous instantaneous information on the Facilities energy
production. Idaho Power provided equipment will be owned and maintained by Idaho Power
with total cost of purchase, installation, operation, and maintenance, including administrative cost
to be reimbursed to Idaho Power by the Seller. Payment of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthly
Operation and Maintenance Charges specified in Schedule 72.
SPECIAL FACILITIES
The Idaho Power Generation Interconnection process will determine the Special Facility
requirements for this Facility. These specifications will include but not be limited to equipment
specifications, equipment location, Idaho Power provided equipment, Seller provided equipment,
and all costs associated with the equipment, design and installation of the Idaho Power provided
equipment.The entire Generation Interconnection process, including but not limited to the
equipment specifications and requirements will become an integral part of this Agreement. Idaho
Power owned equipment will be maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including administrative cost to be reimbursed to Idaho
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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.
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
Facility. The Idaho Power Generation Interconnection process will determine the Disconnection
Equipment specifications and requirements for this Facility, this equipment is for protection of
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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. As specified in the Generation
Interconnection process and in accordance with Schedule 72 and this Agreement the Seller will
reimburse Idaho Power for all costs associated with this equipment. In addition to the equipment
installation and construction charges as specified above, during the term of this Agreement, Seller
will pay Idaho Power the monthly operation and maintenance charge specified in Schedule 72 or
its successor schedules(s). The monthly operations and maintenance charge will begin on the
first day of the month following the date which Idaho Power has completed installation of the
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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. If Seller
elects not to obtain ownership of the Interconnection Facilities but instead wishes that Idaho
Power reimburse the Seller for said Facilities the Seller may invoice Idaho Power for the net
salvage value as estimated by Idaho Power and Idaho Power shall pay such amount to Seller
within thirty (30) days after receipt of the invoice. Seller shall have the right to offset the invoice
amount against any present or future payments due Idaho Power.
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APPENDIX C
ENGINEER'S CERTIFICATION
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 is commonly known as the , 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 as 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 hereinafter referred to as the
Project" .
That the Project, which is commonly known as 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
Project will continue producing at or near its design electrical output, efficiency and plant factor for the
remaInIng years of the Agreement.
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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
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 as 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 is commonly known as 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 5.2 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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