20090812Application.pdf

esIDA~POR(I
An IDACORP Company
DONOVAN E. WALKER
Corprate Counsel
August 11, 2009
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-09-24
IN THE MATTER OF THE APPLICA TlON OF IDAHO POWER COMPANY
FOR APPROVAL OF A FIRM ENERGY SALES AGREEMENT FOR THE
SALE AND PURCHASE OF ELECTRIC ENERGY BETWEEN IDAHO POWER
COMPANY, CASSIA GULCH WIND PARK, LLC, AND TUANA SPRINGS
ENERGY, LLC
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (7) copies of Idaho Power
Company's Application in the above matter.
DEW:csb
Enclosures
P.O. Box 70 (83707)
1221 W. Idaho St.
Boise, ID 83702
DONOVAN E. WALKER (ISB No. 5971)
BARTON L. KLINE (ISB No. 1526) ".
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: 208-388-6936
dwalker~idahopower.com
bkline~idahopower.com
Attorneys for Idaho Power Company
Street Address for Express Mail:
1221 West Idaho Street
Boise, Idaho 83702
RECEI D
2009 AUG" PH~: 53
IDAHO PlifH t(,
UTILITIES COMfv'/ŠS10N
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER 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,
CASSIA GULCH WIND PARK, LLC, AND
TUANA SPRINGS ENERGY, LLC
)
) CASE NO. IPC-E-09-24
)
) APPLICATION
)
)
)
)
Idaho Power Company ("Idaho Powet' or the "Company"), in accordance with RP
52 and the applicable provisions of the Public Utilties Regulatory Policies Act of 1978
("PURPA"), hereby respectfully applies to the Idaho Public Utilities Commission ("I PUC"
or the "Commission") for an Order approving the Firm Energy Sales Agreement
between Idaho Power and Cassia Gulch Wind Park, LLC, and Tuana Springs Energy,
LLC (Cassia Gulch and Tuana Springs are referred to collectively as the "Sellet') under
which Seller would sell and Idaho Power would purchase electric energy generated by
APPLICATION - 1
the Sellets facility. Seller's facilty consists of the Cassia Gulch Wind Park, which
currently possesses a Firm Energy Sales Agreement ("FESA") approved by the
Commission in Order No. 30087, Case No. IPC-E-06-11, and the Tuana Springs
Expansion to that project.
This FESA is meant to supersede Cassia Gulch Wind Park's previously approved
FESA with this new FESA incorporating the output of the expanded project. It is the
parties' intent that the FESA for the Cassia Gulch Wind Park facilty .between Cassia
Gulch and Idaho Power dated April 7, 2006, remain in full force and effect until such
time as the expansion facilties have achieved their Operation Date of June 30, 2010.
At such time, the Cassia Gulch Agreement shall automatically terminate and shall be
replaced by this Agreement.
In support of this Application, Idaho Power represents as follows:
I. BACKGROUND
1. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilities
purchase power produced by cogenerators or small power producers that obtain
qualifying facility ("OF") status. The rate a OF receives for the sale of its power is
generally referred to as the "avoided cost" rate and is to reflect the incremental cost to
an electric utilty of electric energy or capacity or both, which, but for the purchase from
the OF, such utilty would generate itself or purchase from another source. The
Commission has authority under PURPA Sections 201 and 210 and the implementing
regulations of the FERC, 18 C.F.R. § 292, to set avoided costs, to order electric utilities
APPLICATION - 2
to enter into fixed-term obligations for the purchase of energy from OFs, and to
implement FERC rules.
2. Seller proposes to design, construct, install, own, operate, and maintain a
new 16,800 kilowatt ("kW") electric wind generating facility adjacent to and as an
expansion of the 18,900 kW Cassia Gulch Wind Park facility. The Facilty wil be a OF
under the applicable provisions of PURPA.
II. THE FIRM ENERGY SALES AGREEMENT
3. On August 5, 2009, Idaho Power and Seller entered into a Firm Energy
Sales Agreement ("Agreement") pursuant to the terms and conditions of the various
Commission Orders applicable to this PURPA agreement for a wind resource. See,
Order Nos. 30415, 30488, 30738, and 30744. Under the terms of this Agreement,
Seller elected to contract with Idaho Power for a 20-year term. The purchase price
contained in the Agreement was established by running the AURORA economic
dispatch model consistent with the Commission requirements for projects larger than 10
megawatts ("MW"). The purchase price established by running the AURORA economic
dispatch model was then blended with the prices contained within the existing Cassia
Gulch Wind Farm agreement in order to preserve the value of the existing Cassia Gulch
Wind Farm agreement for the Idaho Power ratepayers. The Agreement is filed with this
Application as Attachment NO.1.
4. Section 21 of the Agreement provides that the Agreement wil 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 Seller for purchases of
energy wil be allowed as prudently incurred expenses for ratemaking purposes.
APPLICATION - 3
5. Seller has selected November 1, 2009, as the Scheduled First Energy
Date for the expansion phase of the facilty. (The Cassia Gulch Wind Park, original
facilty, has already attained its First Energy Date and Operation Date). Seller has
elected June 30, 2010, as the Scheduled Operation Date for the expansion phase of the
facilty. (See, Appendix B). Various requirements have been placed upon Seller in
order for Idaho Power to accept energy deliveries from this Facility. Idaho Power will
monitor compliance with these initial requirements. In addition, Idaho Power will
monitor the ongoing requirements through the full term of this Agreement. Should the
Commission approve this Agreement, Idaho Power intends to consider the Effective
Date of the Agreement to be August 5, 2009.
6. The Agreement provides that all applicable interconnection charges and
monthly operation and maintenance charges under Schedule 72 wil be assessed to
Seller. Seller has completed the facilty study portion of the generator interconnection
process for the expansion phase of the facilty, and the execution of the generation
interconnection agreement is the next step of that process. Idaho Powets Delivery
business unit is continuing its design work under the facilty study agreement and, in
that process, has undertaken discussions with the Seller. Based on the studies to date
and the discussions with the Seller, Idaho Power has concluded that, assuming the
developer continues to provide necessary technical information and pay for long lead
time materials in a timely manner, the Company wil have sufficient time and available
resources to construct the interconnection facilties in time to allow the expansion
facilties to meet the scheduled operation date.
APPLICATION - 4
II. MODIFIED PROCEDURE
7. Idaho Power believes that a hearing is not necessary to consider the
issues presented herein and therefore respectfully requests that this Application be
processed under Modified Procedure, Le., by written submissions rather than by
hearing. RP 201, et seq. If, however, the Commission determines that a technical
hearing is required, the Company stands ready to present its testimony and support the
Application in such hearing.
IV. COMMUNCIATIONS AND SERVICE OF PLEADINGS
8. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan Walker, Corporate Counsel
Barton L. Kline, Senior Attorney
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
dwalkercæidahopower.com
bkline~idahopower.com
Randy C. Allphin
Contract Administrator
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
rallphin~idahopower.com
V. REQUEST FOR RELIEF
9. Idaho Power Company respectfully requests that the Commission issue
an Order: (1) authorizing that this matter may be processed by Modified Procedure, (2)
approving the Firm Energy Sales Agreement between Idaho Power Company and
Cassia Gulch Wind Park, LLC, and Tuana Springs Energy, LLC, without change or
condition, and (3) declaring that all payments for purchases of energy under the Firm
Energy Sales Agreement between Idaho Power Company and Cassia Gulch Wind Park,
LLC, and Tuana Springs Energy, LLC, be allowed as prudently incurred expenses for
ratemaking purposes.
APPLICATION - 5
Respectfully submitted this 11 th day of August 2009.
ceA(;~
Attorney for Idaho Power Company
APPLICATION - 6
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 11th day of August 2009 I served a true and
correct copy of the within and foregoing APPLICATION upon the following named
parties by the method indicated below, and addressed to the following:
Cassia Gulch Wind Park, LLC, and
Tuana Springs Energy, LLC
Dean J. Miler
McDEVITT & MILLER LLP
420 West Bannock Street
P.O. Box 2564
Boise, Idaho 83701
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
Email
~~~
Donovan E. Walker
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-09-24
IDAHO POWER COMPANY
ATTACHMENT NO.1
IDAHO PO~R COMPAN
FIR ENERGY SALES AGREEMENT
(Qualifying Facility larger than 10 average MW)
Between
IDAHO PO~R COMPAN
AN
CASSIA GULCH WIN PAR, LLC
AN
TUANA SPRIGS ENERGY, LLC
TABLE OF CONTENTS
Aricle
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
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29
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
Facilty and Interconnection
Metering and Telemetry
Records
Operations
Indemnfication and Insurance
Force Majeure
Liabilty; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governental Authorization
Commssion Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterpars
Entire Agreement Signatures
Appendix A
AppendixB
Appendix C
AppendixD
AppendixE
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IDAHO POWER COMPAN
FIR ENERGY SALES AGREEMENT
(Qualifyng Facility larger than 10 average MW)
Project Name: Tuana Springs Expansion and the Cassia Gulch Wind Park
Project Number: 31315150
THIS AGREEMENT, entered into on this ~ day of ~ 2009 between Cassia Gulch
Wind Park, LLC an Idaho limited liability company ("Cassia Gulch"), Tuana Springs Energy, LLC an
Idaho limited liabilty company ("Tuaa")(Cassia Gulch and Tuana are referred to collectively as the
"Seller"), and IDAHO PO~R COMPAN, an Idaho corporation ("Idaho Power"). Cassia Gulch,
Tuana and Idaho Power are hereinafter sometimes referred to collectively as "Paries" or individually as
"Party."
WITNSSETH:
WHEREAS, Cassia Gulch currently owns, maintains and operates an existing 18,900 Kwelectric
generation facility approxitely 4.3 miles west ofIdaho Power's Lower Malad Substation along its
Lower Malad to Mountain Home Junction 138 KV line ("Cassia Facility"); and
WHEREAS, Tuana intends to design, construct, own, operate and maintain a new 16,800 Kw
electric generation facility adjacent to and as an expanion of the Cassia Facility ("Tuana Springs
Expansion"); and
WHREAS, Seller expects to sell all of the Net Energy from the Cassia Facility and the Tuana
Springs Expansion to Idaho Power under this Agreement as a single Qualifyng Facility with a nameplate
rating of 35,700 Kw; and
WHREAS, the existing Fir Energy Sales agreement for the Cassia Gulch Wind Park facility
between Cassia Gulch and Idaho Power dated April 7, 2006, shall remain in full force and effect until
such time as the Tuana Springs Expansion has achieved its Operation Date as specified within this
Agreement. At such time, the Cassia Gulch agreement shall automatically termnate and shall be replaced
by this Agreement; and
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WHEREAS, Seller and Idaho Power have agreed all of the Net Energy from the Tuana Springs
Expansion prior to the Tuana Sprigs Expansion achieving the Operation Date, shall be sold to Idaho
Power as Surplus Energy and priced in accordance with this Agreement; and
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 "Availabilty Shortfall Price" - The curent month's Mid-Columbia Market Energy Cost mius
the curent month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this
calculation results in a value less than 15.00 MilslKwh the result shall be 15.00 MilslKwh.
1.2 "Business Days" - means any calendar day that is not a Saturday, a Sunday, or a NERC
recognized holiday.
1.3 "Calculated Net Energy Amount" - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly maximum energy
deliveries (measured in Kwh) for each individual wind turbine, totaled for the Facility to
determe the total energy that the Facility could have delivered to Idaho Power durng that
month based upon: (1) each wind tubines Nameplate Capacity, (2) Sufficient Prime Mover
available for use by each wind turbine durng the month, (3) incidents of Force Majeure, (4)
scheduled maintenance, or (5) incidents of Forced Outages and less Losses and Station Use. If the
duration ot an event characterized as item 3, 4 or 5 above (measured on each individual
occurence and individual wind turbine) lasts for less than 15 minutes, then the event wil not be
considered in this calculation. The Seller shall collect and maintain actual data to support this
calculation and shall keep this data for a minimum of 2 years.
1.4 "Commssion" - The Idaho Public Utilties Commssion.
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1.5 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.6 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4,5.5 and 5.6.
1.7 "Delay Period" - All days past the Scheduled Operation Date until the earlier of the date ( a)
Seller's entire Facility achieves the Operation Date or (b) this Agreement is termnated in
accordance with Section 5.4.
1.8 "Delay Price" - The curent month's Mid-Columbia Market Energy Cost minus the curent
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result ofthis calculation wil be O.
1.9 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.10 "Effective Date" - The date this Agreement becomes effective as specified in paragraphs 5.1 and
21.1.
1.11 "Facility" - That electric generation facility resulting from the combination of the Cassia Facility
and the Tuan Springs Expansion as fuher described in Appendix B of this Agreement.
1.12 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requiements of Aricle IV and the Seller begins deliverg energy to
Idaho Power's system at the Point of Delivery.
1.13 "Forced Outage" - a partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idao Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was not the result of negligence or lack of preventative maintenance or
2) responding to a transmission provider curilment order or 3) unplanned preventative
maintenance to repair equipment that left unepaired, would result in failure of equipment prior
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to the planned maintenance period. The Parties shall make commercially reasonable efforts to
perform such unplanned preventative maintenance durig periods of low wind availability.
1.14 "Heavy Load Hours" - The daily hours beginnng at 07:00 am ending at 11:00 pm Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourh of
July, Labor Day, Thansgiving and Christmas.
1.15 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72 on file at the
Commssion.
1.16 "Light Load Hours" - The daily hours beginng at 11 :00 pm, ending at 07:00 am Mountain
Time (8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Fourh of
July, Labor Day, Thansgiving and Christmas.
1.17 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurrng as a result
of the transformation and transmission of energy between the Facility's Metering Point and the
Point of Delivery. The loss calculation formula wil be as specified in Appendix B of this
Agreement.
1.18 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.19 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.20 "Maximum Capacity Amount" - The maximum capacity (Kw) of the Facility wil be as specified
in Appendix B of this Agreement and shall not exceed the sum of individual generation unt
Nameplate Capacity ratings.
1.21 "Mechanical Availability" - The percentage amount calculated by Seller within 5 Business Days
after the end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any damges due as a result of Seller
falling short of the Mechanical Availability Guarantee for each month shall be detered in
accordance with paragraph 6.4.4.
1.22 "Mechanical Availability Guaantee" shall be as defined in paragraph 6.4.
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1.23 "Metering Equipment" - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measure, record and telemeter bi-
directional power flows at the Metering Point.
1.24 "Metering Point" - The physical point at which the Meterig Equipment is located that enbles
accurate measurement of the Net Energy deliveries to Idaho Power at the Point of Delivery for
each of the Seller's facilities..
1.25 "Mid- Columbia Market Energy Cost" - The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm energy.
If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both Paries
wil mutually agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index wil be consistent with other similar agreements and a
commonly used index by the electrical industry.
1.26 "Nameplate Capacity" -The full-load electrical quatities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate unts. Usually indicated on a nameplate attached to the individual machine
or device.
1.27 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery based upon
the measured values at the Metering Point (s) less any required calculations to reconcile the
energy measured at the Meterig Point (s) to the actual Net Energy delivered to Idaho Power at
the Point of Delivery. Subject to the terms of this Agreement, Seller commts to deliver all Net
Energy to Idaho Power at the Point of Delivery for the full term of the Agreement.
1.28 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
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1.29 "Point of Delivery" - The location specified in Appendix B, where the Seller delivers the
Facility's Net Energy to the Idaho Power electrical system.
1.30 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfuly,
safely, dependably, effciently and economically.
1.31 "Scheduled Operation Date" - The later of the date specified in Appendix B when Seller
anticipates achieving the Operation Date, or ninety days (90) after the Idaho Power provided
interconnection is completed and energized as specified within the generation interconnection
agreement for the Tuana Sprigs Expansion. In establishing this date it is expected that the Seller
reasonably determnes this date based upon the best known information in regards to equipment
availabilty and construction schedules.
1.32 "Schedule 72" - Idaho Power's Tarff No 101, Schedule 72 or its successor schedules as
approved by the Commssion. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facilty into the Idaho Power electrical system as specified in the
interconnection agreements for both the Cassia Facility and the Tuana Springs Expansion.
1.33 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.34 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
tranformers as described in Schedule 72.
1.35 "Station Use" - Electric energy which is consumed by Facility losses and equipment that is
auxiliary or otherwise related to the production of electricity by the Facilty.
1.36 "Sufficient Prime Mover" means wind speed that is (1) equal to or greater than the generation
unit's manufactuer-specified minimum levels requied for the generation unt to produce energy
and (2) equal to or less than the generation unt's manufactuer-specified maimum levels at
which the generation unt can safely produce energy.
-7-
1.37 "Surlus Energy" - All Net Energy produced by the Seller's Tuana Springs Expanion and
delivered by the Seller to the Idaho Power Point of Delivery prior to the Operation Date of this
Agreement.
1.38 "Wind Energy Production Forecast" - A forecast of energy deliveries from this Facilty provided
by an Idaho Power admnistered wind forecasting modeL. The Facility shall be responsible for an
allocated portion of the total costs of the forecasting model as specified in Appendix E.
ARTICLE II: NO RELIACE ON IDAHO PO~R
2.1 Seller Independent Investigation - Seller warants and represents to Idaho Power that in entering
into this Agreement and the undertakg by Seller of the obligations set forth herein, Seller has
investigated and determned that it is capable of performng hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARTIES
3.1 No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confiration by Idaho
Power and Idaho Power makes no waranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limted to, safety,
durabilty, reliability, strength, capacity, adequacy or economic feasibilty.
3.2 Qualifying Facility Status - Seller warts that the Facilty is a "Qualifyng Facility," as that term
is used and derined in 18 CFR 292.201 et seq. After initial qualification, Seller wil take such
- 8-
steps as may be required to maintain the Facility's Qualifyng Facility status durg the term of
this Agreement and Seller's failure to maintain Qualifying Facilty status will be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facilty's Qualifying
Facilty status and associated support and compliance documents at anytime durg the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 The Cassia Facility phase of this entire Facility has already been granted a First Energy Date as
that phase of this Facility completed the First Energy Date requirements under the Fir Energy
Sales Agreement for just that phase dated April 7, 2006. Prior to the First Energy Date for the
Tuana Springs Expansion and as a condition ofIdaho Power's acceptance of deliveries of energy
from the Seller's Tuana Springs Expansion, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, permts or approvals necessar for Seller's
operations of the Cassia Facility continue to be in good standing and that those for the
Tuana Springs Expansion have been obtained from applicable federal, state or local
authorities, including, but not limited to, evidence of compliance with Subpar B, 18 CFR
292.201 et seq. as a certified Qualifying Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admtted to practice and in good standing in the State of Idaho providing an
opinion that Seller's licenses, permts and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinon that Seller is in substantial
compliance with said permts as of the date ofthe Opinon Letter. The Opinon Letter
wil be in a form acceptable to Idaho Power and wil acknowledge that the attorney
rendering the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form wil not be uneasonably withheld. The Opinion Letter
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wil be governed by and shall be interpreted in accordace with the legal opinion accord
of the American Bar Association Section of Business Law (1991).
4.1.3 Nameplate Capacity - Submit to Idaho Power manufactuer's and engineering
documentation that establishes the Nameplate Capacity of each individual generation unt
that is included within this entire Facility. Upon receipt of this data, Idaho Power shall
review the provided data and determe if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific generation
unts.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commssion Order No. 21690. These cerificates wil be
in the form specified in Appendix C but may be modified to the extent necessar to
recognze the different engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idaho Power of all insurance required in Aricle XII.
4.1.6 Interconnection - Provide written confirtion from Idaho Power's delivery business
unt that Seller has satisfied all interconnection requirements.
4.1.7 Network Resource Designation -
4.1.7.1 Provide all data required by the Idaho Power delivery business unit to enable the
Seller's entire Facilty to be designated as a network resource.
4.1. 7.2 Receive confirmation from the Idaho Power delivery business unt that the
Seller's entire Facility has been designated as a network resource.
4.1.8 Written Acceptance - Request and obtain written confiation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmtion shall be
provided withi a commercially reasonable time following the Seller's request and wil
not be uneasonably withheld by Idaho Power.
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ARTICLE V: TERM AN OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
5.2 Operation Date - The Cassia Facility of this Facility has already been granted an Operation Date
prior to the execution of this Agreement as that phase of this Facilty completed the Operation
Date requirements under the Fir Energy Sales Agreement for just that phase dated April 7,
2006. Upon completion of the Operation Date requirements for the Tuaa Springs Expansion, the
Operation Date for the entire Facility shall be the Operation Date granted to the Tuana Springs
Expansion. Notwithstanding the above, nothig in this Agreement shall effect the ter and
conditions of the Cassia Gulch Facilty Firm Energy Sales Agreement until it termnates at the
time the Tuana Sprigs Expansion achieves the Operation Date in accordance with this
Agreement. The Operation Date for the Tuana Springs Expansion may occur only after all of the
following have occured and been documented in writing:
a) Achieved the First Energy Date.
b) Commssion åpproval of this Agreement with a non-appealable order in a form
acceptable to Idaho Power has been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe manner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confiration from Idaho Power of the Operation Date.
This confirmation wil not be uneasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Tuaa Springs Expansion to achieve the Operation
Date on or before the Scheduled Operation Date.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to the
date ninety (90) days following the Scheduled Operation Date, Seller shall pay Idaho
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Power Delay Liquidated Damages calculated at the end of each calendar month after the
Scheduled Operation Date as follows:
Delay Liquidated Damges are equal to ((Curent month's Intial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the curent month) multiplied by the number of days in the Delay Period in the
current month) multiplied by the curent month's Delay Price.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled
Operation Date the Seller shall pay Idaho Power Delay Liquidated Damges, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Twenty dollars ($20) multiplied by the portion of the Maximum Capacity
Amount attributed to the Tuana Springs Expanion with the Maximum Capacity
Amount being measured in KW.
5.3.3 If the Operation Date does not occur within ninety (90) days following the Scheduled
Operation Date, in addition to the Delay Liquidated damges specified above, Seller shall
provide Idaho Power with a written report documenting the then curent status of the
Tuana Sprigs Expansion. The Seller shall then provide Idaho Power with monthly
reports on or before the end of each subsequent month of the Delay Period validating that
the Seller continues to make commercially reasonable efforts to achieve the Operation
Date.
5.4 Notice of Operation Date Delay without progress - In the event Idaho Power reasonably
determnes that the Seller is not mang commercially reasonable efforts to achieve the Operation
Date, as evidenced by Seller's (1) intial report of the status of the Tuana Springs Expansion
and/or (2) failure to submit timely progress reports as required by Section 5.3.3. and/or (3) any
such progress report indicates that Seller is not makig commercially reasonable efforts to
achieve the Operation Date, Idaho Power shall provide written notice to the Seller of this
deteration and the Seller shall have 30 days to provide additional information that
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demonstrates to Idaho Power's reasonable satisfaction that the Seller is making commercially
reasonable efforts to achieve an Operation Date within a reasonable period of time.
5.4.1 Idaho Power may termnate this Agreement due to delay in the Operation Date with
written notice to Seller provided: (1) Idaho Power has provided the prior written notice as
provided in 5.4 above to Seller of its intent and right under this Agreement to termnate
this Agreement 30 days from the date of such notice; and (2) Seller has not rectified,
within 30 days of such notice, the conditions necessar to defer Idao Power's right to
termnate this Agreement; and (3) Tuana Springs Expansion has not achieved a First
Energy Date.
5.4.2 In the event that Idaho Power does not exercise the termnation rights provided for in
Section 5.5 above, then for all days in the Delay Period beyond ninety (90) days
following the Scheduled Operation Date, in addition to all previously calculated and paid
Delay Liquidated Damages specified in paragraph 5.3.1 and 5.3.2, the Seller shall pay
Idaho Power additional Delay Liquidated Damages calculated at the end of each calenda
month as follows:
Delay Liquidated Damages are equal to ((Curent month's Intial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of
days in the curent month) multiplied by the number of days of the Delay
Period in the curent month) multiplied by the curent month's Delay Price;
provided, however, no additional Delay Liquidated Damages shall be due
and payable pursuant to this Section 5.4.1 uness and until such delay
daages exceed the Delay Liquidated Damages provided for in Section
5.3.2.
5.5 Seller shall pay Idaho Power any calculated Delay Liquidated Damges within seven (7) days of
when Idaho Power calculates and presents any Delay Liquidated Damages bilings to the Seller.
Seller's failure to pay these damages within the specified time wil be a Material Breach of this
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Agreement, and provided Seller has not disputed in writing the applicability or calculation of
such Delay Liquidated Damages, and such dispute is found to be reasonable, Idaho Power may
draw fuds from the Delay Securty provided by the Seller in an amount equal to the calculated
Delay Liquidated Damages.
5.6 The Parties agree that the damges Idaho Power would incur due to delay in the Tuana Springs
Expansion achieving the Operation Date on or before the Scheduled Operation Date would be
diffcult or impossible to predict with certainty, and that the Delay Liquidated Damges are an
appropriate approximation of such damages.
5.7 Within thiy (30) days of the date of a Commssion Order as specified in Aricle XXI approving
this Agreement; Seller shall post liquid securty ("Delay Securty") in a form as described in
Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1.
5.7.1 Twenty dollars ($20) multiplied by the portion of the Maximum Capacity Amount
attributed to the Tuana Springs Expansion with the Maximum Capacity Amount being
measured in KW.
5.7.1.1 In the event (a) Seller provides Idaho Power with certification that (1) a
generation interconnection agreement specifying a schedule that wil enable the
Tuaa Sprigs Expansion to achieve the Operation Date no later than the
Scheduled Operation Date has been completed and the Seller has paid all
required interconnection costs or (2) a generation interconnection agreement is
substantially complete and all material costs of interconnection have been
identified and agreed upon and (b) the Seller is in compliance with all ters and
conditions of the generation interconnection agreement, the Delay Securty
calculated in accordance with paragraph 5.8.1 wil be reduced by ten percent
(10%).
5.7.1.2 If the Seller has received a reduction in the calculated Delay Securty as specified
in paragraph 5.8.1.1 and subsequently (1) at Seller's request, the genertion
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interconnection agreement specified in paragraph 5.7.1.1 is revised and as a
result the Tuana Springs Expansion wil not achieve its Operation Date by the
Scheduled Operation Date or (2) if the Seller does not maintain compliance with
the generation interconnection agreement, the full amount of the Delay Securty
as calculated in paragraph 5.7.1 wil be subject to reinstatement and wil be due
and owing within ten (10) business days from the date Idaho Power requests
reinstatement. Failure to timely reinstate the Delay Securty wil be a Material
Breach of this Agreement.
5.7.2 Idaho Power shall release any remaining security posted hereunder after all calculated
Delay Liquidated Damges are paid in full to Idaho Power and the earlier of (1) 30 days
after the Operation Date achieved or (2) 30 days after the termnation of this Agreement.
5.7.3 The Parties agree that at 12:00 midnght MST on the Operation Date established for the
Tuana Springs Expansion project, the Firm Energy Sales Agreement dated April 7, 2006
between Cassia Gulch and Idaho Power shall automatically termnate and any amounts
accrued and payable by one of the parties to the other up through such Tuaa Sprigs
Expansion Operation Date shall be paid in accordance with such Fir Energy Sales
Agreement. All energy and capacity generated by the Cassia Facilty subsequent to the
Operation Date for the Tuana Springs Expansion shall be sold to Idaho Power in
accordance with this Agreement.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptace of Net Energy - Except when either Pary's performce is excused as
provided herein, Idaho Power wil purchase and Seller wil sell all of the Net Energy to Idaho
Power at the Point of Delivery. At no time wil the total amount of Net Energy produced by the
Facility and delivered by the Seller to the Point of Delivery exceed the Maximum Capacity
Amount.
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6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following montWy
amounts. These amounts shall be consistent with the Mechancal Availabilty Guarantee.
6.2.1 Intial Year MontWyNet Energy Amounts:
Month
Season 1
March
April
May
Season 2
July
August
November
December
Season 3
June
September
October
Januar
Febru
kWh
6,876,543
6,526,442
5,553,874
3,967,053
4,363,759
7,663,617
8,384,014
4,798,885
4,990,809
6,148,932
9,512,832
8,076,701
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Intial Year Net
Energy Amounts as specified in pargraph 6.2 shall constitute an event of default.
6.4 Mechanical Availabilty Guarantee - Afer the Operational Date has been established, the Facilty
shall achieve a minimum monthly Mechanical Availability of 85% for the Facility for each month
durg the full term of this Agreement (the Mechanical Availability Guarantee). Failure to
achieve the Mechanical Availability Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Seller provides the MontWy Power Production and Switching
Report (Appendix A), the Seller shall provide and cerify the calculation of the Facilty's
curent month's Mechanical Availability. The Seller shall include a sumar of: (a)
Forced Outages, (b) Force Majeure events, (c) scheduled maintenance and Station Use
informtion that was used to calculate the curent month's Mechanical Availabilty.
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6.4.2 Seller shall maintain and retain for three years detailed documentation supporting the
monthly calculation of the Facilty's Mechancal Availability.
6.43 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facility's Mechanical Availabilty at reasonable times at the Seller's
offces.
6.4.4 If the current month's Mechanical Availabilty is less than the Mechanical Availability
Guarantee, damages shall be equal to:
The month's Calculated Net Energy Amount minus the month's actul Net
Energy deliveries multiplied by the Availability Shortfall Price.
6.4.5 Any damages calculated in paragraph 6.4.4 wil be offset against the curent month's
energy payment. If an unpaid balance remains after the daages are offset against the
energy payment, the Seller shall pay in full the remaing balance withi 15 days of the
date of the invoice.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Net Energy received durng Heavy Load Hours, Idaho
Power wil pay the non-levelized energy price adjusted in accordance with Commssion Order
30415 for Heavy Load Hour Energy deliveries, and adjusted in accordance with Commssion
Order 30488 for the wind integration charge and with seasonalization factors applied:
Year
2009
2010
2011
2012
2013
2014
2015
2016
Season 1 - (73.50 %)
Mils/kWh
40.28
44.35
50.85
46.94
43.28
43.07
51.59
51.32
Season 2 - (120.00 %)
Mils/kWh
65.75
72.42
83.74
76.79
70.66
70.32
85.07
84.56
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Season 3 - (100.00 %)
Mils/kWh
54.80
60.35
69.18
63.86
58.88
58.59
70.20
69.82
2017 50.13 82.46 68.20
2018 56.06 92.99 76.41
2019 62.23 103.93 85.52
2020 62.31 104.09 85.66
2021 70.04 117.79 97.07
2022 53.59 88.60 72.91
2023 63.39 105.98 87.24
2024 65.00 108.84 89.62
2025 75.04 126.63 104.44
2026 61.12 101.96 83.89
2027 72.22 121.66 100.30
2028 75.00 126.56 104.38
7.2 Light Load Purchase Price - For all Net Energy received durng Light Load Hours, Idaho Power
wil pay the non-levelized energy price adjusted in accordance with Commssion Order 30415
for Light Load Hour Energy deliveries, and adjusted in accordance with Commssion Order.
30488 for the wind integration charge and with seasonalization factors applied:
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Season 1 - (73.50 %)
Mils/kWh
35.36
39.43
45.93
42.01
38.35
38.14
46.67
46.40
45.20
51.14
57.31
57.39
65.12
48.67
58.46
60.08
70.09
56.19
67.30
70.06
Season 2 - (120.00 %)
Mils/kWh
57.72
64.38
75.01
68.59
62.62
62.27
76.33
75.83
73.80
84.26
95.19
95.35
109.05
79.86
97.25
100.11
117.89
93.23
112.92
117.82
Season 3 - (100.00 %)
Mils/kWh
48.10
53.65
62.49
57.16
52.18
51.90
63.50
63.12
61.50
69.58
78.24
78.38
89.79
66.21
79.96
82.34
97.16
76.61
93.02
97.10
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7.3 All Hours Energy Price - The price to be used in the calculation of the Surlus Energy Price and
Delay Damage Price shall be the non-levelized energy price adjusted in accordance with
Commssion Order 30488 for the wind integration charge and with seasonalization factors
applied:
Year
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
Season 1 - (73.50 %)
Mils/kWh
38.09
42.16
48.66
44.74
41.09
40.88
49.40
49.13
47.93
53.88
60.04
60.12
67.85
51.40
61.19
62.81
72.83
58.93
70.02
72.79
Season 2 - (120.00 %)
Mils/kWh
62.18
68.84
79.86
73.05
67.08
66.74
81.18
80.68
78.57
89.11
100.04
100.20
113.90
84.71
102.10
104.96
122.74
98.08
117.77
122.67
Season 3 - (100.00 %)
Mils/kWh
51.81
57.37
66.20
60.88
55.90
55.61
67.22
66.84
65.22
73.30
82.28
82.42
93.83
69.93
84.00
86.38
101.20
80.65
97.06
101.14
7.4 Surlus Energy Price - For all Surlus Energy, Idaho Power shall pay to the Seller the curent
month's Market Energy Reference Price or the All Hours Energy Price specified in pargraph 7.3,
whichever is lower.
7.5 Payment Due Date - Energy payments, less the Wind Energy Production Forecasting MontWy
Cost Allocation (MCA) described in Appendix E, wil be disbursed to the Seller within 30 days
of the date which Idaho Power receives and accepts the documentation of the montWy Net
Energy actually delivered to Idaho Power as specified in Appendix A.
7.6 Continuing Jursdiction of the Commssion - This Agreement is a special contract and, as such,
the rates, term and conditions contained in this Agreement wil be construed in accordance with
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Idaho Power Company v. Idaho Public Utilities Commssion and Afton Energy, Inc., 107 Idaho
781,693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commssion, 107
Idaho 1122,695 P.2d 1261 (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 VII: ENVIRONMENTAL ATTRIUTES
8.1 Idaho Power waives any claim to ownership of Environmental Attributes. Environmental
Attributes include, but are not limited to, Green Tags, Green Certificates, Renewable Energy
Credits (RECs) and Tradable Renewable Certificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE IX: FACILITY AN INERCONNCTION
9.1 Design of Facility - Seller wil design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy to the Idaho Power Point of Delivery for the full term of the Agreement.
9.2 Interconnection Facilities - Seller shall be responsible for all interconnection costs for both the
Cassia Facility and the Tuaa Springs Expansion as specified in Schedule 72 and the generation
interconnection agreements applicable to the Cassia Facility, the Tuana Springs Expansion and
the combined Facility.
9.3 Idaho Power shall make commercially reasonable efforts to establish the Facilty as a designated
network resource with a capacity of the Maximum Capacity Amount on or before the Operation
Date.
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ARTICLE X: METERIG AN TELEMETRY
10.1 Metering and Telemetry - Idaho Power shall, for the account of Seller, provide, install, and
maintain Metering Equipment to be located at a mutually agreed upon location to record and
measure power flows to Idaho Power in accordance with Schedule 72 from the entire Facilty at
the Point of Delivery. The Metering Equipment will be at the location and the type required to
measure, record and report the entire Facility's Net Energy, Station Use 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. In addition, it wil be required that the Seller provide at the Seller's expense,
Metering and Telemetry acceptable to Idaho Power installed by the Seller to record the energy
production from the Cassia Facility and the Tuana Sprigs Expansion separately. This metering
and telemetry equipment wil include a communcation circuit and all equipment required to
integrate the Seller's meter data into the Idaho Power electronic meter reading process. Idaho
Power wil produce only a single energy payment for the Seller's entire Facility that wil include
the energy and associated energy pricing for all phases of this Facility. The Seller provided
metering and telemetry equipment wil meet Idaho Power standards for revenue class metering
and the Seller wil provide Idaho Power electronic access to this meter inormtion.
ARTICLE XI - RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutully
acceptable to the Paries adequate total generation, Net Energy, Station Use and maximum
generation (kW) records for the entire Facility and the individual phases of this Facility in a form
and content recommended by Idaho Power.
11.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, durg
norml business hours, to inspect and audit any or all generation, Net Energy, Station Use and
maximum generation (kW) records pertaining to the Seller's Facility.
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ARTICLE XII: OPERATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordace with
Appendix A of this Agreement.
12 .2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy which would
have otherwise been produced by the Facility and delivered by the Seller to the Point of
Delivery, if it is prevented from doing so by an event of Force Majeure, or temporary
disconnection of the Facility in accordance with Schedule 72. If, for reasons other than
an event of Force Majeure, a temporary disconnection under Schedule 72 exceeds twenty
(20) days, begig with the twenty-first day of such interrption, curailment or
reduction, Seller shall be deemed to be deliverig Net Energy at a rate equivalent to the
pro rata daily average of the amounts specified for the applicable month in paragrph 6.2
and Seller shall be entitled to be compensated in accordance with Aricle VIT. Idaho
Power wil notify Seller when the interrption, curailment or reduction is termnated.
12.2.2 If, in the reasonable opinon 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 temporarly
disconnect the Facility from Idaho Power's transmission/distribution system as specified
withi Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumtances wil the Seller deliver Net Energy from the Facilty 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 wil be a Material Breach of this
Agreement.
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12.3 Scheduled Maintenance - On or before Janua 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of signficant Facility maintenance for that calenda year
and Idaho Power and Seller shall mutually agree as to the acceptabilty of the proposed schedule.
The Paries determnation as to the acceptabilty of the Seller's timetable for scheduled
maintenance wil take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Pary shall uneasonably withhold
acceptance of the proposed maintenance schedule.
12.4 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facilty maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to Curailment - Idaho Power wil make a reasonable attempt to contact the Seller
prior to exercising its rights to interrpt interconnection or curil 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 interrption, curailment, or reduction of electrcal energy deliveries to Idaho
Power.
ARTICLE XII: INEMNIFICATION AN INSURCE
13.1 Indemnfication - Each Party agrees to hold haess and to indemnfy the other Pary, its
officers, agents, affliates, subsidiares, parent company and employees against all loss, damage,
expense and liability to thid persons for injur to or death of person or injury to property,
proximately caused by the indemnfyng Party's (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Pary's works or facilities used in connection with
this Agreement or (b) negligent or intentional acts, errors or omissions. The indemnfyg Pary
shall, on the other Party's request, defend any suit asserting a claim covered by this indemnty.
The indemnfying Party shall pay all documented costs, including reasonable attorney fees that
- 23-
may be incurred by the other Party in enforcing this indemnty.
13.2 Insurance - During the term of this Agreement, Seller shall secure and continuously carr the
following insurance coverage:
13.2.1 Comprehensive General Liability Insurance for both bodily injur and property damage
with limits equal to $1,000,000, each occurence, combined single limit. The deductible
for such insurance shall be consistent with curent Insurance Industry Utilty practices for
similar property.
13.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) 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 liabilty
reduced without sixty (60) days' prior written notice to Idaho Power.
13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and anually
thereafter, Seller shall fush Idao Power a cerificate of insurance, together. with the
endorsements required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller wil imediately notify Idaho Power in writing.
The notice wil 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 wil constitute a Materal Breach of this Agreement.
ARTICLE XIV: FORCEMAJEUR
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Pary was unable to prevent or overcome. Force Majeure includes, but is not limted to, acts
of God, fire, flood, storms, wars, hostilties, civil strife, strikes and other labor distubances,
- 24-
earhquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurrg after
the Effective Date, which, by the exercise of reasonable foresight such pary could not reasonably
have been expected to avoid, and by the exercise of due dilgence, 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 Paries shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(1) The non-performng Pary shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the pariculars of the occurence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration tha is required by the event of Force Majeure.
(3) No obligations of either Pary which arose before the occurence causing the
suspension of performance and which could and should have been fuly
performed before such occurence shall be excused as a result of such
occurence.
ARTICLE XV: LIAILITY; DEDICATION
15.1 Nothing in this Agreement shall be construed to create any duty to, any standad of care with
reference to, or any liabilty to any person not a Pary to this Agreement. No undertakng 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 Pary or to the public or affect the status of
Idao Power as an independent public utilty corporation or Seller as an independent individual or
entity.
ARTICLE XVI: SEVERA OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Paries are intended to be several and not joint or collective. Nothing contained
- 25-
in this Agreement shall ever be construed to create an association, trust, parnership or joint
venture or impose a trust or partnership duty, obligation or liabilty on or with regard to either
Pary. Each Party shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIER
17.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement
or with respect to any other matters arising in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVII: CHOICE OF LAWS AN VENU
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of
Idaho without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement wil lie in the District Cour of
the Fourh Judicial District ofIdaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arising under this Agreement, includig, but not limted to,
the interpretation of the terms and conditions of this Agreement, wil be first addressed by written
notice to the managements of both Parities which wil negotiate, or appoint representatives to
negotiate, in good faith to seek a resolution of the dispute. In the event a Party refuses to
negotiate, or no resolution is reached, or no mutual agreement between the Paries to continue
discussions is reached within 60 days of being submitted to the management of each Pary, either
Party may present the dispute in a complaint proceeding before the Commssion for resolution.
19.2 Notice of Default -
19.2.1 Defaults. Except as provided in Aricle 5 for delay in achieving the Operation Date,
in the event either Party fails to perform any of the term or conditions of this
- 26-
Agreement (an "event of default"), the non defaulting Party shall cause notice in
writing to be given to the defaulting Pary, specifyng the maner in which such
default occurred. If the defaulting Pary 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 dilgently
pursue such cure, then, the non-defaulting Party may, at its option, termnate this
Agreement and/or pursue its legal or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occurence of the breach.
19.3 Securty for Performce - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller wil provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to comply, such failure wil be a Material Breach and may only be cured by
Seller supplying evidence that the requied insurance coverage has been replaced or
reinstated;
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller wil
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & M shall be in the form specified in Appendix C. Seller's
failure to supply the required cerificate wil be an event of default. Such a default
may only be cured by Seller providig the required certificate; and
19.3.3 Licenses and Permts - During the ful term of this Agreement, Seller shall maintai
compliance with all permts and licenses described in paragraph 4.1.1 of this
Agreement. In addition, Seller wil supply Idaho Power with copies of any new or
- 27-
additional permts or licenses. At least every fifth Contract Year, Seller wil update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permts and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure wil be an event of default
and may only be cured by Seller submitting to Idaho Power evidence of compliance
from the permtting agency.
ARTICLE XX: GOVERNENTAL AUTHORIZATION
20.1 This Agreement is subject to the jursdiction of those governental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 Ths Agreement shall become finally effective upon the Commssion'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 incured expenses for ratemag purposes.
ARTICLE XXII: SUCCESSORS AN ASSIGNS
22.1 This Agreement and all.ofthe ter 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 assignent
hereof by either Pary shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be uneasonably 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 utilty assets, shall automatically, without fuher
act, and without need of consent or approval by the Seller, succeed to all ofIdaho Power's rights,
obligations and interests under this Agreement. This aricle shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
- 28-
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to this Agreement shall be valid uness it is in writing and signed by both Parties
and subsequently approved by the Commssion.
ARTICLE XXIV: TAXES
24.1 Each Pary shall pay before delinquency all taxes and other governental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES
25.1 All wrtten notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Cassia Gulch:
Original document to:
Richard A Cumgs
412 E Parkcenter Blvd, Suite 325
PO Box 1545
Boise, Idaho 83701
email: rcummings(Qcummingslawidaho.com
Copy of document to:
John Deere Renewables, LLC
Assistant Chief Counsel.
6400 NW 86th Street
Johnston, IA 50131
email: JDRLEGALØ?johndeere.com
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To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Email:jimmller~idahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBox 70
Boise, Idao 83707
E-mail: rallphin~idahopower.com
ARTICLE XXVI: ADDITIONAL TERMS AN CONDITIONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
AppendixC
AppendixD
AppendixE
Power Production and Availabilty Report
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Securty
Wind Energy Production Forecasting
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty 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 constred
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVil: COUNERPARTS
28.1 This Agreement may be executed in two or more counterpars, each of which shall be deemed an
original but all of which together shall constitute one and the same instruent.
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ARTICLE XXIX: ENTIR AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerng the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Paries concerng the subject matter hereof.
IN WITNSS WHEREOF, The Parties hereto have caused this Agreement to be executed in their
By
Dated
By
Dated
respective names on the dates set forth below:
Idaho Power Company Cassia Gulch Wind Park, LLC
4.ft~By
Sr. Vice President, Delivery
~w()~Dated
~ 4:l~er~a- 't"Idaho Power"
Tuana Springs Energy, LLC
¿~
;ZA1£/~
"Seller"
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APPENDIX A
A-I MONTHL Y PO~R PRODUCTION AN AVAIABILITY REPORT
At the end of each month the following required documentation for the Cassia Facilty and the
Tuana Springs Expansion wil be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The meter readings required on this report wil be the readings on the Idaho Power Meter
Equipment measurng the Facility's total energy production and Station Usage delivered to Idao Power
and the maximum generated energy (kW) as recorded on the Metering Equipment and/or any other
required energy measurements to adequately admnister this Agreement. And the meter readings from the
Seller provided Metering Equipment that measures the energy from the Cassia Facility and the Tuana
Springs Expansion separately. This document shall be the document to enable Idaho Power to begin the
energy payment calculation and payment process. The meter readings on this report shall not be used to
calculate the actual payment, but instead wil be a check of the automated meter reading information that
wil be gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND AVAILABILITY REPORT
Month Year
Project Name Project Number:
Address Phone Number:
City State Zip
Net Facilty
Output
Station
Usage
Station
Usage
Metered
Maximum Generation
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kW
Net Generation
kWh for the Month:
Metered Demand:
Mechanical Availabilty Guarantee
Seller Calculated Mechanical Availabilty
As specifed in this Agreement, the Seller shall include with this monthly report a summary statement of the
Mechanical Availabilty ofthis Facilty for the calendar month. This summary shall include details as to how
the Seller calculated this value and summary of the Facilty data used in the calculation. Idaho Power and
the Seller shall work together to mutually develop a summary report that provides the required data. Idaho
Power reserves the right to review the detailed data used in this calculation as allowed within the Agreement.
Signature Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power wil use the provided Meterig and Telemetry equipment and processes to
collect 1) the meter reading information from the Idaho Power provided Metering Equipment that
measures the Net Energy and energy delivered to supply Station Use for the entire Facility recorded at
12:00 AM (Midnght) ofthe last day of the month and 2) the meter reading inormtion from the Seller
provided Metering Equipment that measures the energy production and Station Use for the Cassia Facility
and the Tuana Springs Expansion separately recorded at 12:00 AM (Midnght) of the last day of the
month.
The meter information collected wil include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 ROUTIN REPORTING
Once the Tuana Sprigs Expansion has achieved its Operation Date and has operated in a reliable
and consistent maner for a reasonable period of time, the Paries may mutually agree to modify
this Routine Reporting requirement for this entire Facility.
Idao Power Contact Informtion
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
· Project Identification - Project Name and Project Number
· Curent Meter Reading
· Estimated Generation for the current day
· Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
· Project Identification - Project Name and Project Number
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· Approximate time outage occured
· Estimted day and time of project coming back online
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
email:
JDR Operations
877-539-4631
515-267 -3488
JDROPS~johndeere.com
Project On-site Contact information
Telephone Number: 515-306-4480
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APPENDIXB
FACILITY AN POINT OF DELIVERY
Project Number: 31315150
Tuana Sprigs Expansion and Cassia Gulch Wind Park
B-1 DESCRITION OF FACILITY
(Must include the nameplate rating and VAR capability (both leading and lagging) of all generation units
to be included in the Facility.)
The Cassia Gulch Wind Park consists of a single 34.5 kV collector circuit connecting nie (9) 2.1
MW Suzlon S~88 wind turbine generators and their pad mount step-up transformers to a 34.5/138
kV substation owned by the project to interconnect to an Idaho Power owned 138 kV circuit
breaker and tap of their 138 kV transmission line from Lower Malad substation to Mountain
Home Junction 4.3 miles west of Lower Malad. The project is designed and constructed to
operate with a power factor at the Point of Delivery in the range of .95 leading to .95 lagging
when producing rated power using switched capacitors in each turbine which attempt to keep the
power factor at unty at the termals of each wind tubine generator.
The Tuaa Sprigs Expansion wil add a single 34.5 kV collector circuit connecting eight more
(8) 2.1 MW Suzlon S-88 wind tubine generators and their pad mount step-up transformers to an
expansion of existing 34.5/138 kV Cassia substation to add a second 34.5/138 kV tranformer.
The expansion wil interconnect the high voltage side of the new transformer to the 138 kV bus
on the project side of Idaho Power's existing 138 kV circuit breaker. The Tuana Springs
Expansion is also designed and constructed to operate with a power factor at the Point of Delivery
in the range of .95 leading to .95 lagging when producing rated power using switched capacitors
in each turbine which attempt to keep the power factor at unty at the termnals of each wind
turbine generator.
B-2 LOCATION OF FACILITY
Near: 4.3 miles west of Lower Malad substation
Sections: 15 & 22 Township: 6South Range: 12East County: Twin Falls, ID.
Description of Interconnection Location: 4.3 miles east of Lower Malad Substation on IPCo 138
kV Lower Malad to Mountain Home 138 kV line
- 36-
Nearest Idaho Power Substation:
B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Cassia Gulch Wind Park
The Cassia Gulch Wind Park has already attained its First Energy Date and Operation Date under
a previous Firm Energy Sales Agreement between Cassia Gulch Wind Park LLC and Idaho
Power dated April 7, 2006. At the time the Tuana Springs Expansion achieves its Operation
Date, the Operation Date for this entire Facility (including the Cassia Gulch Wind Park) wil be
the Operation Date of the Tuana Springs Expansion.
Tuana Springs Expansion
For the Tuana Springs Expansion phase of this Facility:
Seller has selected November 1,2009 as the Scheduled First Energy Date.
Seller has selected June 30, 2010 as the Scheduled Operation Date.
In making these selections, Seller recognzes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-4 MAXIMUM CAPACITY AMOUNT: This value wil be 35,700 kW which is consistent with the
value provided by the Seller to Idaho Power in accordance with Schedule 72 and less than or
equal to the sum of the Nameplate Capacity rating of all the individual generation unts at this
Facility. This value is the maximum energy (kW) that potentially could be delivered by the
Seller's Facility to the Idaho Power electrical system at any moment in time.
- 37-
B-5 POIN OF DELIVERY
"Point of Delivery" means, uness otherwise agreed by both Paries, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. Schedule 72 wil determne
the specific Point of Deliver for this Facility. The Point of Delivery identified by Schedule 72
wil become an integral part of this Agreement and is defined as the same location for both the
Tuana Springs Expansion and the Cassia Gulch Wind Park.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measurng the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses wil be calculated
for this Facility. If the Idaho Power Meterig Equipment is unble to measure the exact energy
deliveries by the Seller to the Idaho Power electrcal 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 wil be initially set at 2% of the
kWh energy production recorded on the Facilty generation Meterig 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 wil confgure a revised loss calculation formula to
be agreed to by both parties and used to calculate the kWh Losses for the remainig term of the
Agreement. If at any time during the term of this Agreement, Idaho Power determnes that the
loss calculation does not correctly reflect the actul kWh losses attributed to the electrical
equipment between the Facilty and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
- 38-
B-7 METERIG AN TELEMETRY
Schedule 72 wil determne the specific metering and telemetry requirements for this Facilty. At
a 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 admnister this Agreement. These specifications wil 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 wil arange for and make available at Seller's cost
communcation circuit(s) compatible with Idaho Power's communcations equipment and
dedicated to Idaho Power's use termnating at the Idaho Power facilities capable of providing
Idaho Power with continuous instantaneous information on the entire Facility's energy production
and the separate Tuana Springs Expansion and the Cassia Gulch Wind Park energy production
and Station Use as required to admster this Agreement. Idaho Power provided equipment wil
be owned and maintained by Idaho Power, with total cost of purchase, installation, operation, and
maintenance, including admstrative cost to be reimbursed to Idao Power by the Seller.
Payment of these costs wil be in accordance with Schedule 72 and the total metering cost wil be
included in the calculation of the Monthly Operation and Maintenance. Charges specified in
Schedule 72.
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APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAIENANCE POLICY
The undersigned on behalf of himself and
, hereinafter collectively refered to as "Engineer,"
hereby states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the Tuaa Springs Expansion portion of this Facility which is the subject of the Agreement
and this Statement is identified as a portion of IPCo Facilty No. and is hereinafter
referred to as the "Project."
4. That the Project, which is commonly known as the Cassia Gulch Wind Park and the Tuana
Springs Expansion, is located in Section _ Township Range , Boise Meridian,
County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to fush electrical energy
to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engieer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standads, adherence to said O&M Policy wil result in the
- 40-
Project's producing at or nea the design electrical output, efficiency and plant factor for a twenty (20)
year period.
9. That Engineer recognzes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinons contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
- 41-
APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAIENANCE
The undersigned , on behalf of hiself and
hereinafter collectively referred to as "Engineer," hereby
states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production Facility which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and hereinafter referred to as the
"Proj ect".
4. That the Project, which is commonly known as the Cassia Gulch Wind Park and the Tuaa
Springs Expansion_Project, is located in Section _ Township Range , Boise
Meridian, County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to fush electrical energy
to Idaho Power for a five (5) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engieer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinon, based on the
Project's appeaance, 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
- 42-
Project will continue producing at or near its design electrical output, effciency and plant factor for the
remainig years of the Agreement.
9. That Engineer recognzes that Idaho Power, in accordance with pargraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of hielf and
, hereinafter collectively refered to as "Engineer",
hereby states and cerifies to Idaho Power as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State ofIdaho.
2.That Engineer has reviewed the Fir Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated ~
3. That the Tuana Springs Expansion portion of this Facility which is the subject of the Agreement
and this Statement is identified as a portion of IPCo Facility No.and is hereinafter
referred to as the "Proj ect. "
4. That the Project, which is commonly known as the Cassia Gulch Wind Park and the Tuaa
Springs Expansion, is located in Section _ Township Range , Boise Meridian,
County, Idaho.
5.That Engineer recognzes that the Agreement provides for the Project to fuish electrical
energy to Idaho Power for a five (5) year perod.
6.That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7.That Engineer has no economic relationship to the Design Engieer of this Project and
has made the analysis ofthe plans and specifications independently.
8.That Engineer has reviewed the engineerig design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnshed Interconnection Facilities and other Project facilities and equipment.
- 44-
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performng in accordance with the
term of the Agreement and with Prudent Electrical Practices for a twenty (20) year period.
11.That Engineer recognzes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12.That Engineer certifies that the above statements are complete, true and accurate to the
best of his knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
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APPENDIXD
FORMS OF LIQUI SECURY
The Seller shall provide Idaho Power with commer~ially reasonable securty instruents such as
Cash Escrow Securty, Guaantee or Letter of Credit as those term are defined below or other
form of liquid financial securty that would provide readily available cash to Idaho Power to
satisfy the Delay Securty requirement withi this Agreement.
For the purose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiess of the entity providig the security instruent in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any gurantee and/or
letter of credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditwortess.
1. Cash Escrow Securty - Seller shall deposit fuds in an escrow account established by the
Seller in a bankng institution acceptable to both Parties equal to the Delay Securty.
2. Guarantee or Letter of Credit Securty - Seller shall post and maintain in an amount equal to
the Delay Security: (a) a guaranty from a pary that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) a Letter of Credit in a form acceptable
to Idaho Power, in favor ofIdaho Power. The Letter of Credit wil be issued by a financial
institution acceptable to both parties.
- 46-
APPENDIXE
WI ENERGY PRODUCTION FORECASTING
As specified in Commssion Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facility and other Qualifying Facility wind
generation resources. Seller and Idaho Power wil share the cost of Wind Energy Production Forecasting.
The Facility's share of Wind Energy Production Forecasting is deterned as specified below. Sellers
share wil not be greater than 0.1 % of the total energy payments made to Seller by Idao Power durg the
previous Contract Year.
a. For every month of this Agreement beginnng with the first ful month after
Commssion approval of this Agreement as specified in Aricle XXI, the Wind
Energy Production Forecasting Monthly Cost Allocation (MCA) wil be due and
payable by the Seller. Any Wind Energy Production Forecasting Monthly Cost
Allocations (MCA) that are not reimbursed to Idaho Power shall be deducted
from energy payments to the Seller.
. As the value of the 0.1 % cap of the Facilities total energy payments wil not
be known until the first Contract Year is complete, at the end of the first
Contract Year any prior allocations that exceeded the 0.1 % cap shall be
adjusted to reflect the 0.1 % cap and if the Facility has paid the monthly
allocations a refud wil be included in equal monthly amounts over the
ensuing Contract Year. If the Facility has not paid the monthly allocations
the amount due Idaho Power wil be adjusted accordingly and the unpaid
balance wil be deducted from the ensuing Contract Year's energy payments.
b. Durng the first Contract Year, as the value ofthe 0.1 % cap of the Facilities total
- 47-
energy payments wil not be known until the first Contract Year is complete,
Idaho Power wil deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item d of this section each month
durng the first Contract Year and subsequently refud any overpayment
(payments that exceed the cap) in equal monthly amounts over the ensuing
Contract Year.
c. The cost allocation formula described below wil be reviewed and revised if
necessar on the last day of any month in which the cumulative MW naeplate
,
of wind projects having Commssion approved agreements to deliver energy to
Idaho Power has been revised by an action of the Commssion.
d. The monthly cost allocation wil be based upon the following formula:
Where: Total MW (TMW is equal to the total naeplate rating of all wind
projects that are under contract to provide energy to Idao Power
Company.
Facilty MW (¥W) is equal to the nameplate rating of this Facility as
specified in Appendix B.
Annual Wind Energy Production Forecasting Cost (AFCost) is equa
to the total anual cost Idaho Power incurs to provide Wind Energy
Production Forecasting Idaho Power wil estimate the AFCost for the
current year based upon the previous year's cost and expected costs for
the curent year. At year-end, Idaho Power wil compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost wil be included in the next year's AFCost.
Annual Cost Allocation (ACA) = AFCost X (FMW / TMW
And
Monthly Cost Allocation (MCA) = ACA / 12
- 48-
e. The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idaho Power. The MCA wil first be netted against any
monthly energy payments owed to the Seller. If the netting ofthe MCAagainst
the monthly energy payments results in a balance being due Idaho Power, the
Facility shall pay this amount withi 15 days of the date of the payment invoice.
- 49-