20090911Application.pdf

BARTON L. KLINE
Lead Counsel
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September 10, 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-09-25
IN THE MA TTER 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 AND IDAHO WINDS 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.
Very truly yours,~l~
Barton L. Kline
BLK:csb
Enclosures
P.O. Box 70 (83707)
1221 W. Idaho St.
Boise, ID 83702
BARTON KLINE (ISB No. 1526)
DONOVAN WALKER (ISB No. 5921)
Idaho Power Company
P.O. Box 70
BOise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
bklinecæidahopower.com
dwalkercæidahopower.com
Attorneys for Idaho Power Company
Street Address for Express Mail:
1221 West Idaho Street
Boise, Idaho 83702
RECE
2009 Sf? '0 PH 4: 56
IDAHO PUB,L\~c: rip
UTiLITIES COtJr.r;lv"-.k,,,
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
AND IDAHO WINDS LLC.
)
) CASE NO. IPC-E-09-25
)
) APPLICATION
)
)
)
)
Idaho Power Company ("Idaho Power" 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 ("IPUC"
or the "Commission") for an Order approving the Firm Energy Sales Agreement
between Idaho Power and Idaho Winds LLC ("Idaho Winds" or "Seller") under which
Idaho Winds would sell and Idaho Power would purchase electric energy generated by
the Sawtooth Wind Project ("Facilty") located near Glenns Ferry, Idaho.
APPLICATION -1
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 utilties
purchase power produced by cogenerators or small power producers that. obtain
qualifying facility ("QF") status. The rate a QF 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 utility of electric energy or capacity or both, which, but for the purchase from
the QF, 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
to enter into fixed-term obligations for the purchase of energy from QFs, and to
implement FERC rules.
2. Idaho Wind proposes to design, construct, install, own, operate, and
maintain a 21.0 megawatts ("MW") wind generating facilty to be located near Glenns
Ferry, Idaho. The Facilty wil be a QF under the applicable provisions of PURPA.
II. THE FIRM ENERGY SALES AGREEMENT
3. On September 1, 2009, Idaho Power and Idaho Winds 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. A copy of the Agreement is
attached to this AppJication as Attachment NO.1. Under the terms of this Agreement,
Idaho Winds elected to contract with Idaho Power for a 20-year term. Idaho Winds
APPLICATION - 2
further elected to contract with the Company using the Non Levelized Published
Avoided Cost Rates as currently established by the Commission for energy deliveries of
less than 10 average MW.
4. The nameplate rating of this Facilty is 21.0 MW. As defined in paragraph
1.17 of the Agreement and as described in paragraph 4.1.3 of the Agreement, Idaho
Winds wil be required to provide data on the Facilty that Idaho Power wil use to
confirm that under normal and/or average conditions, the Facilty wil not exceed 10
average MW on a monthly basis. Furthermore, as described in paragraph 7.5 of the
Agreement, should the Facilty exceed 10 average MW on a monthly basis, Idaho
Power wil accept the energy ("Inadvertent Energy") that does not exceed the Maximum
Capacity Amount, but wil not purchase or pay for this Inadvertent Energy.
5. This PURPA wind agreement includes the Mechanical Availabilty
Guarantee ("MAG"), Wind Integration Cost reduction, and Wind Forecasting cost
sharing as required in Commission Order No. 30488. In addition, Idaho Winds and
Idaho Power have agreed to DelayUquidated Damages and associated Delay Security
provisions within this Agreement to provide motivation for this project to be constructed
and come online in accordance with the Scheduled Operation date selected by Idaho
Winds.
6. Idaho Winds has elected October 31,2012, as the Scheduled First Energy
Date and December 31,2012, as the Scheduled Operation Date for this Facilty. (See,
Appendix B). Various requirements have been placed upon Idaho Winds in order for
Idaho Power to accept energy deliveries from this Facilty. Idaho Power wil monitor
compliance with these initial requirements. In addition, Idaho Power wil monitor the
APPLICATION - 3
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 September 1,2009.
7. The Agreement, as signed and submitted by the parties thereto, contains
Non Levelized Published Avoided Cost Rates in conformity with applicable IPUC
Orders. All applicable interconnection charges and monthly operation and maintenance
charges under Schedule 72 wil be assessed to Idaho Winds.
8. The Agreement provides that all applicable interconnection charges and
monthly operational of maintenance charges under Schedule 72 wil be assessed to
Seller. Idaho Winds has completed the Feasibilty Study portion of the generator
interconnection process for the Facilty. Idaho Power's Delivery business unit has
advised Idaho Power's Power Supply business unit that Seller is in good standing in the
generator interconnection process and assuming that Seller continues to provide
necessary technical information and make payments for interconnection materials and
studies in a timely manner, Idaho Power's Delivery business unit anticipates providing a
"Facilty Study Report" to Seller approximately November 1, 2009. Following review of
the Facility Study Report, Seller and Idaho Power Delivery wil be ready to enter into a
Generator Interconnection Agreement.
Seller has selected October 31, 2012, for the scheduled first energy date and
December 31, 2012, as the Scheduled Operation date. Idaho Winds has been advised
that it is Idaho Winds' responsibiliy to work with Idaho Power's Delivery business unit to
ensure that sufficient time and resources wil be available for Delivery to construct the
interconnection facilties in time to allow the Facility to achieve the October 31, 2012,
APPLICATION - 4
Scheduled Operation date. Seller has been further advised that delays in the
interconnection process do not constitute excusable delays in achieving the Scheduled
Operation date and if Seller fails to achieve the Scheduled Operation date at the times
specified in the Agreement, delay damages wil be assessed. The developer of the
Facility has advised Idaho Power that since this is the developers' second Firm Energy
Sales Agreement for this same Facility, albeit under a different name, Seller is confident
of its abilty to meet the schedule.
9. 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 Idaho Winds for
purchases of energy wil be allowed as prudently incurred expenses for ratemaking
purposes.
II. MODIFIED PROCEDURE
10. Idaho Power believes that a hearing is not necessary to consider the
issues presented herein and 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
11. Communications and service of pleadings, exhibits, orders and other
documents relating to this proceeding should be sent to the following:
APPLICATION - 5
Barton L. Kline, Lead Counsel
Donovan Walker, Senior Counsel
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
bklinecæidahopower.com
dwalkercæidahopower.com
Randy C. Allphin
Contract Administrator
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
rallphincæidahopower.com
V. REQUEST FOR RELIEF
12. 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 Idaho
Winds 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 Idaho Winds LLC be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submitted this 10th day of September 2009.
~ -!ß _ JBARTNL
Attorney for Idaho Power Company
APPLICATION - 6
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 10th day of September 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:
Idaho Wind Farms LLC
Tom Fetzer
Idaho Winds LLC
4255 South Nickel Creek Place
Meridian, Idaho 83642
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
Email
~6Z~
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-09-25
IDAHO POWER COMPANY
ATTACHMENT NO. 1
Aricle
1
2
3
4
5
6
7
8
9
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FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAN
AN
IDAHO WINS 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
Puchase Price and Method of Payment
Environmental Attributes
Facilty and Interconnection
Metering and Telemetry
Records
Operations
Indemnfication and Insurance
Force Majeure
Liability; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governental Authorization
Commssion Order
Successors and Assigns
Modification
Taxes
Notices
Additional Term and Conditions
Severabilty
Counterpars
Entire Agreement Signatues
Appendix A
AppendixB
AppendixC
AppendixD
AppendixE
FIR ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Sawtooth Wind Project
Project Number: 21615110
THIS AGREEMENT, entered into on this I Sf day of Sf'l)l''' ~¿o", 2009 between,
IDAHO WINS LLC (Seller), and IDAHO POWER COMPAN, an Idaho corporation (Idaho Power),
hereinafter sometimes referred to collectively as "Paries" or individually as "Par."
WITNESSETH:
WHREAS, Seller wil design, construct, own, maintain and operate an electric generation
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is wiling 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 "Availability Shortfall 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 15.00 Mils/Kwh the result shall be 15.00 Mils/Kwh.
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 tubine, totaled for the Facility to
deterne the total energy that the Facility could have delivered to Idaho Power during that
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month based upon: (1) each wind turbines Nameplate Capacity, (2) Suffcient Prie Mover
available for use by each wind tubine 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 of an event characterized as item 3, 4 or 5 above (measured on each individual
occurrence 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 3 years.
1.4 "Commssion" - The Idaho Public Utilities Commssion.
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 Seller's Facility achieves
the Operation Date.
1.8 "Delay Price" - The curent month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation 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 stated in the opening paragraph of this Fir Energy Sales
Agreement representing the date upon which this Fir Energy Sales Agreement was fully
executed by both Paries.
1.11 "Facility" - That electric generation facility 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 requirements of Aricle IV and the Seller begins deliverg energy to
Idaho Power's system at the Point of Delivery.
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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) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facilty: 1)
equipment failure which was not the result of negligence or lack of preventative maintenance or
2) responding to a transmission provider curailment order or 3) unplanned preventative
maintenance to repair equipment that left unepaired, would result in failure of equipment prior
to the planed maintenance period 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility. The Parties shall make commercially reasonable
efforts to perform this unplanned preventative maintenace durng periods of low wind
availabilty.
1.14 "Heavy Load Hours" - The daily hours beginnng at 07:00 am, ending at 11 :00 pm Mountain
Time, (16 hours) excludig all hours on all Sundays, New Years Day, Memorial Day, Fourh of
July, Labor Day, Thangiving and Christmas.
1.15 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
1.16 "Interconnection Facilities" - All equipment specified in Idaho Power's Schedule 72.
1.17 "Intial Capacity Determnation" - The process by which Idaho Power confrms that under
normal or average design conditions the Facility wil generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commssion
Order No. 29632.
1.18 "Light Load Hours" - The daily hours beginnng 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, Thangiving and Chrstmas.
1.19 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurng as a result
of the transformtion and transmission of energy between the Metering Point and the point the
Facility's energy is delivered to the Idaho Power electrical system. The loss calculation formula
wil be as specified in Appendix B of this Agreement.
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1.20 "Market Energy Reference Price" - Eighty-five percent (85%) ofthe Mid-Columbia Market
Energy Cost.
1.21 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.22 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility wil be as
specified in Appendix B of this Agreement.
1.23 "Mechanical Availability" - The percentage amount calculated by Seller within 5 days after the
end of each month of the Facilty's monthly actual Net Energy divided by the Facilty's
Calculated Net Energy Amount for the applicable month. Any damages due as a result of the
Seller fallng short of the Mechanical Availability Guarantee for each month shall be determned
in accordance with paragraph 6.4.4.
1.24 "Mechanical Availability Guarantee" shall be as defined in paragraph 6.4.
1.25 "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 from the Seller's Facility at the Metering Point.
1.26 "Metering Point" - The physical point at which the Metering Equipment is located that enables
accurate measurement of the Test Energy and Net Energy deliveries to Idaho Power at the Point
of Delivery for this Facility that provides all necessary data to admnister this Agreement.
1.27 "Mid- Columbia Market Energy Cost" - The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm energy. .
If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both Parties
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.
1.28 "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
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or other appropriate unts. Usually indicated on a nameplate attached to the individual machine
or device.
1.29 "Net Energy" - All of the electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. Subject to
the term of this Agreement, Seller commts to deliver all Net Energy to Idao Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.30 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.31 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected and the energy from this Facility is delivered to
Idaho Power.
1.32 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinaly used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.33 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. In establishing this date it is expected that the Seller reasonably
determnes this date based upon the best known information in regards to equipment availability
and construction schedules.
1.34 "Schedule 72" - Idaho Power's Tariff 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 Facility into the Idaho Power electrical system as specified within
Schedule 72 and this Agreement.
1.35 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.36 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and
transformers as described in Schedule 72.
1.37 "Station Use" - Electric energy that is used to operate equipment that is auxiliar or otherwise
related to the production of electricity by the Facilty.
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1.38 "Sufficient Prime Mover" means wind speed that is (1) equal to or greater than the generation
unt's manufacturer-specified minimum levels required for the generation unit to produce energy
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.39 "Sumlus Energy" - All Net Energy produced by the Seller's Facility and delivered by the Facility
to the Idaho Power electrical system prior to the Operation Date.
1.40 "Total Cost of the Facility" - The total cost of structures, equipment and appurenances.
1.41 "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 RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and 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 limted 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 warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safety,
durabilty, reliability, strength, capacity, adequacy or economic feasibilty.
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3.2 Qualifying Facilty Status - Seller warnts that the Facility is a "Qualifying Facility," as that term
is used and defined in 18 CFR 292.201 et seq. After initial qualification, Seller wil take such
steps as may be required to maintain the Facility's Qualifying Facility status durng the term of
this Agreement and Seller's failure to maintain Qualifying Facility status wil be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualifyng
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of'daho Power's acceptance of deliveries of
energy from the Seller, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, perts or approvals necessar for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 et
seq. as a 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 paragrph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on
a reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permts as of the date of the Opinion Letter. The Opinion Letter
wil be in a form acceptable to Idaho Power and wil acknowledge that the attorney
renderig the opinion understands that Idaho Power is relying on said opinion. Idaho
Power's acceptance of the form wil not be unreasonably withheld. The Opinion Letter
wil be governed by and shall be interpreted in accordance with the legal opinon accord
of the American Bar Association Section of Business Law (1991).
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4.1.3 Intial Capacity Determnation - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Intial Capacity Determation. Such data wil include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power wil review the provided data
and if necessar, request additional data to complete the Initial Capacity Determnation
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative maufacture Nameplate Capacity rating of the individual generation
unts at this Facility is less than 10 MW, the Seller shall submit detailed,
manufacturer-specific, verifiable data of the Nameplate Capacity ratings of the
actual individual generation unts to be installed at this Facility. Upon
verification by Idaho Power that the data provided establishes the combined
nameplate rating of the generation unts to be installed at this Facilty is less than
10 MW, it wil be deemed that the Seller has satisfied the Intial Capacity
Determation for this Facility.
4.1.4 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering
documentation that establishes the Nameplate Capacity of each individual generation unt
that is included within this entire Facility. Upon receipt ofthis data, Idaho Power shall
review the provided data and determne if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific generation
unts.
4.1.5 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Constrction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commssion Order No. 21690. These certificates wil be
in the form specified in Appendix C but may be modified to the extent necessary to
recognze the different engineering disciplines providing the certificates.
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4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Aricle XIII.
4.1.7 Interconnection - Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation and Transmission Service Request-
4.1.8.1 Provide all data required by the Idaho Power delivery business unt to enable the
Seller's Facility to be designated as a network resource.
4.1.8.2 Receive confirmtion from the Idaho Power delivery business unt that the
Seller's Facility has been designated as a network resource.
4.1.8.3 Provide all data required for Idaho Power to submit a Transmission Service
Request (TSR) for the Seller's Facility.
4.1.8.4 Receive confiration from Idaho Power that the TSR has been granted in
sufficient capacity to meet or exceed the Maximum Capacity and the Seller has
paid all costs associated with any requirements of the TSR.
4.1.9 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 wil
not be uneasonably withheld by Idaho Power.
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 Operation Date may occur only after the Facilty has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commssion approval of this Agreement in a form acceptable to Idaho Power has
been received.
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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 formt.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
This confirmtion wil not be uneasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days past the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated
Damges calculated at the end of each calendar month after the Scheduled Operation
Date as follows:
Delay Liquidated Damages areequal to ((curent month's Intial Yea Monthly
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 current 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 Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the
Maximum Capacity Amount being measured in kW.
5.4 If Seller fails to achieve the Operation Date withi ninety (90) days after the Scheduled Operation
Date and Seller has made no commercially reasonable efforts to develop this Facility, Idaho
Power wil termnate this Agreement. If the Seller is making commercially reasonable efforts to
develop this Facility, Idaho Power shall not termnate this Agreement and additional Delay
Damages beyond those calculated in 5.3.1 and 5.3.2 wil be calculated and payable monthly using
the delay damage calculation described in 5.3.1 above for all days exceeding 90 days past the
Scheduled Operation Date until such time as the Seller achieves the Operation Date or until
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8/27/2009
termnation of this Agreement. If Idaho Power determnes that the Seller is no longer makng
commercially reasonable efforts to develop this Facility Idaho Power shall termate this
Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Liquidated Damages within 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
Agreement and 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 Paries agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
5.7 Within thiy (30) days of the date of a Commssion Order as specified in Aricle XXI approving
this Agreement; Seller shall post liquid security ("Delay Securty") in a form as described in
Appendix D equal to or exceeding the amount calculated in paragraph 5.7.1. Failure to post this
Delay Securty in the time specified above wil be a Material Breach of this Agreement and Idaho
Power may termnate this Agreement.
5.7.1 Twenty dollars ($20) multiplied by the Maximum Capacity Amount with the Maximum
Capacity Amount being measured in kW.
5.7.1.1 In the event (a) Seller provides Idaho Power with certification that (1) a
generation interconnection agreement specifying a schedule that wil enable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has been completed and the Seller has paid all required interconnection
costs or (2) a genertion 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 term and conditions of the generation
- 11-
8/27/2009
interconnection agreement, the Delay Security calculated in accordance with
paragraph 5.7.1 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 5.7.1.1 and subsequently (1) at Seller's request, the generation
interconnection agreement specified in paragraph 5.7.1.1 is revised and as a
result the Facility 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
15 Business Days from the date Idaho Power requests reinstatement. Failure to
timely reintate the Delay Securty wil be a Material Breach of this Agreement.
5.7.2 Idaho Power shall release any remaining securty posted hereunder after all calculated
Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (1) 30 days
after the Operation Date has been achieved or (2) 30 days after the termnation of this
Agreement.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either Pary's performance 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. All Inadvertent Energy produced by the Facility wil also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time wil the total amount
of Net Energy and/or Inadvertent Energy produced by the Facility and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following montWy
amounts. These amounts shall be consistent with the Mechanical Availability Guarantee.
- 12-
8/27/2009
6.2.1 Intial Year Monthly Net Energy Amounts:
Month kWh
March 5,812,000
Season 1 April 5,762,000
May 5,432,000
July 4,205,000
August 3,878,000
Season 2 November 5,169,000
December 5,293,000
June 5,070,000
September 4,408,000
Season 3 October 5,247,000
Januar 5,394,000
Februar 4,815,000
Total 60,485,000
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year
Monthly Net Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
6.4 Mechaical Availability Guarantee - Afer the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechanical Availability of 85% for the Facility for each month
during the full term of this Agreement (the "Mechancal Availabilty 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 Monthly Power Production and Availabilty
Report (Appendix A), the Seller shall provide and certify the calculation of the Facilty's
current month's Mechanical Availabilty. The Seller shall include a summry of all
informtion used to calculate the Calculated Net Energy Amount including but not
limted to: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact
on generation output and (c) scheduled maintenance and Station Use informtion.
6.4.2 The Seller shall maintain and retain for three years detailed documentation supporting the
- 13-
8/27/2009
monthly calculation of the Facility's Mechancal Availabilty.
6.4.3 Idaho Power shall have the right to review and audit the documentation sJ~fo~Iig\HfJJ
calculation of the Facility's Mechancal Availabilty at reasonable tifRg2 tlNiJ ieiiMs 8: 13
offices.
6.4.4 If the current month's Mechanical Availability is less than the Mechanical Availabilty
Guarantee, damges shall be equal to:
((85 percent of the month's Calculated Net Energy Amount) minus the
month's actual Net Energy deliveries) multiplied by the Availabilty 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 damages are offset against the
energy payment, the Seller shall pay in full the remaing balance within 30 days of the
date of the invoice.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Heavy Load Puchase Price - For all Net Energy received durig Heavy Load Hours, Idaho
Power wil pay the non-levelized energy price in accordance with Commssion Order 30744,
30738 and 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
2017
Season 1 - (73.50 %)
Mills/kWh
53.96
53.34
54.78
56.32
57.61
58.93
60.28
61.73
63.14
- 14-
Season 2 - (120.00 %)
Mils/kWh
89.26
88.17
90.71
93.45
95.73
98.07
100.47
103.05
105.55
Season 3 - (100.00 %)
Mils/kWh
73.42
72.58
74.53
76.79
78.69
80.64
82.64
84.79
86.88
11/10/2009
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
64.67
66.16
67.68
69.24
70.83
72.48
74.15
75.97
78.25
80.60
83.03
85.53
88.10
90.19
92.72
95.32
108.27
110.90
113.60
116.37
119.20
122.11
125.09
128.15
131.87
135.71
139.67
143.75
147.95
151.35
155.49
159.73
89.14
RECtt11.~D
93.58
2009 NOV i ~.&V 8: i 3
" .,,9~~4P ,,',IDf'lI'I~M';\'
UTILiTIES t;c:niiriBSSIOr'd103.16
105.71
108.81
112.01
115.31
118.71
122.21
125.05
128.49
132.03
7.2 Light Load Purchase Price - For all Net Energy received durg Light Load Hour, Idaho Power
wil pay the non-levelized energy price in accordance with Commssion Order 30744,30738 and
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
Season 1 - (73.50 %)
Mils/kWh
49.04
48.42
49.85
51.40
52.69
54.00
55.36
56.81
58.22
59.74
61.24
62.75
64.31
65.91
67.55
69.23
70.95
73.05
75.25
- 15-
Season 2 - (120.00 %)
Mils/kWh
80.52
79.43
81.97
84.71
86.99
89.33
91.73
94.31
96.82
99.53
102.16
104.86
107.63
110.47
113.38
116.36
119.41
123.14
126.98
Season 3 - (100.00 %)
Mils/kWh
66.72
65.88
67.83
69.93
71.68
73.47
75.36
77.51
79.60
81.86
84.05
86.30
88.61
90.97
93.40
95.88
98.43
101.53
104.73
11/10/2009
2028 77.68 130.93 108.032029 80.18 135.01 111.432030 82.75 139.21 KR4;f3VED
2031 84.83 142.62 2089 ND~/17.772032 87.37 146.75 r2~a1 AM 8: /32033 89.97 151.00 lDft¡,Ji?-4.1fi
iJTlUTJÈ~~n'~ot~i~': :c'
-- ..l :/f; 1$'1 J ..~:"""i It''' '" .
All Hours Energy Price - The price to be used in the calculation of the Surlus Energy Price "ãd'l/ h7.3
Delay Price shall be the non-levelized energy price in accordance with Commssion Order 30744,
30738 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
2029
2030
2031
2032
2033
Season 1 - (73.50 %)
Mils/kWh
51.77
51.15
52.59
54.13
55.42
56.74
58.09
59.54
60.95
62.48
63.97
65.49
67.04
68.64
70.28
71.96
73.68
75.87
78.22
80.65
83.14
85.72
87.80
90.34
92.94
Season 2 - (120.00 %)
Mils/kWh
85.37
84.28
86.82
89.56
91.84
94.18
96.58
99.16
101.67
104.38
107.01
109.71
112.48
115.32-
118.22
121.21
124.26
127.99
131.82
135.78
139.86
144.06
147.47
151.60
155.85
Season 3 - (100.00 %)
Mils/kWh
70.44
69.60
71.55
73.65
75.45
77.40
79.40
81.55
83.64
85.90
88.09
90.34
92.65
95.01
97.44
99.92
102.47
105.57
108.77
112.07
115.47
118.97
121.81
125.25
128.79
7.4 Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the curent
month's Market Energy Reference Price or the All Hours Energy Price specified in paragraph
7.3, whichever is lower.
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11/10/2009
7.5 Inadvertent Energy-
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For example Janua contains 744 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in January in excess of 7,440, 000 kWh in this example
would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than 10
average MW and therefore does not intend to generate Inadvertent Energy, Idaho
Power wil accept Inadvertent Energy that does not exceed the Maximum Capacity
Amount but wil not purchase or pay for Inadvertent Energy.
7.6 Payment Due Date - Energy payments, less the Wind Energy Production Forecasting Monthly
Cost Allocation (MCA) described in Appendix E and any other payments due Idaho Power, wil
be disbursed to the Seller within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Mechanical Available Guarantee and the Net Energy actually
delivered to Idaho Power as specified in Appendix A.
7.7 Continuing Jurisdiction of the Commssion _ This Agreement is a special contract and, as such, the
rates, terms and conditions contained in this Agreement wil be construed in accordance with
Idaho Power Company v. Idaho Public Utilties 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 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 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
- 17-
812712009
Credits (RECs) and Tradable Renewable Cerificates (TRCs) directly associated with the
production of energy from the Seller's Facility.
ARTICLE IX: FACILITY AN INTERCONNECTION
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 and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement.
9.2 Interconnection Facilities - Except as specifically provided for in this Agreement, the required
Interconnection Facilities wil 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
intial costs incured by Idaho Power for equipment costs, installation costs and ongoing monthly
Idaho Power operations and maintenance expenses.
ARTICLE X: METERIG AN TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, install, and maintain Metering
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idaho Power in accordance with this Agreement and Schedule 72. The Metering
Equipment wil be at the location and the type required to measure, record and report the
Facility's Net Energy, Statìon Use, Inadvertent Energy and maximum energy deliveries (kW) at
the Point of Delivery in a manner to provide Idaho Power adequate energy measurement data to
administer this Agreement and to integrate this Facility's energy production into the Idaho Power
electrical system.
10.2 Telemetry - Idaho Power wil install, operate and maintain at Seller's expense metering,
communcations and telemetry equipment which wil be capable of providing Idaho Power with
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8/27/2009
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 XI - RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content recommended by Idaho Power.
11.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, durng
norml business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12 .1 Communcations Idaho Power and the Seller shall maintain appropriate operating
communcations through Idaho Power's Designated Dispatch Facility in accordance with
Appendix A of this Agreement.
12 .2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Faciliy and
delivered by the Seller to the Point of Delivery, if it is prevented from doing so by an
event of Force Majeure, Forced Outage or temporar disconnection of the Facility in
accordance with Schedule 72. If, for reasons other than an event of Force Majeure or a
Forced Outage, a temporar disconnection under Schedule 72 exceeds twenty (20) days,
beginnng with the twenty-first day of such interrption, curailment or reduction, Seller
wil 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
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
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8/27/2009
ARTICLE XII: INEMNIFICATION AN INSURNCE
13.1 Indemnfication - Each Party shall agree to hold haress and to indemnfy the other Pary, its
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8/27/2009
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liabilty to third persons for injur to or death of person or injur to property,
proximately caused by the indemnfying Party's construction, ownership, operation or
maintenance of, or by failure of, any of such Party's works or facilities used in connection with
this Agreement. The indemnfyng 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 may be incured by the other Party in enforcing this
indemnty.
13.2 Insurance - Durng the term of this Agreement, Seller shall secure and continuously car the
following insurnce 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) An endorsement namng 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 pargraph 4.1.6 herein and anually
thereafter, Seller shall fush Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller wil immediately 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
- 21-
8/27/2009
replace the coverage wil constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJEUR
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 is unable to prevent or overcome. Force Majeure includes, but is not limted to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightnig, epidemics, sabotage, or changes in law or regulation occurg after
the Effective Date, which, by the exercise of reasonable foresight such Party could not reasonably
have been expected to avoid and by the exercise of due dilgence, it shall be unble 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 Party shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Pary written notice describing
the pariculars of the occurence.
(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 performnce and which could and should have been fully
performed before such occurrence 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 standard of care with
reference to, or any liability to any person not a Party to this Agreement. No undertakg by one
Party to the other under any provision of this Agreement shall constitute the dedication of that
- 22-
8/27/2009
Party's system or any portion thereof to the other Part or to the public or affect the status of
Idaho Power as an independent public utility corporation or Seller as an independent individual or
entity.
ARTICLE XVI: 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
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
Party. 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 Pary of its rights with respect to a default under this Agreement
or with respect to any other matters arsing in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVil: 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 arsing out of or related to this Agreement wil lie in the Distrct Cour of
the Fourh Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arsing under this Agreement, including, but not limited to,
the interpretation of the term and conditions of this Agreement, wil be submitted to the
Commssion for resolution.
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8/27/2009
19.2 Notice of Default -
19.2.1 Defaults. If either Pary fails to perform any of the term 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 occured. If the defaulting Pary shall fail to cure such default within the sixty
(60) days after service .of such notice, or if the defaulting Pary reasonably
demonstrates to the other Pary 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 nondefaulting Pary may, at its option, termate 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 Performance - 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
19.3.2
19.3.3
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 required insurnce coverage has been replaced or
reinstated;
Engineer's Certifications - Every three (3) years after the Operation Date, Seller wil
supply Idaho Power with a Certification of Ongoing Operations and Maintence
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate wil be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses and Permts - During the full term of this Agreement, Seller shall maintain
compliance with all permts and licenses described in paragraph 4.1.1 of this
- 24-
8/27/2009
Agreement. In addition, Seller wil supply Idaho Power with copies of any new or
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 AUTHORIATION
20.1 This Agreement is subject to the jursdiction of those governental agencies having control over
either Pary of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 This 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 ratemakig purposes.
ARTICLE XXII: SUCCESSORS AN ASSIGNS
22.1 This Agreement and all of the term 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 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 fuher
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
- 25-
8/27/2009
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 Facilties.
ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail,
first-class, postage prepaid, as follows:
To Seller:Idaho Winds LLC
Attention: Tom Fetzer, Vice President
4255 S. Nickel Creek Place
Meridian, Idaho 83642
phone [phone]
e-mail: tfCfpowerworks.com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Email: jimmllerCfidahopower.com
Copy of document to:
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8/27/2009
Cogeneration and Small Power Production
Idaho Power Company
POBox 70
Boise, Idaho 83707
E-mail: rallphin~idahopower.com
Either Pary may change the contact person and/or address information listed above, by providing written
notice from an authorized person representing the Pary.
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
Monthly Power Production and Availabilty Report
Facilty and Point of Delivery
Engineer's Certifications
Form of Liquid Security
Wind Energy Production Forecasting
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty of any ter or provision of this Agreement shall not affect the
validity or enforceability of any other term or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVII: COUNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIR AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concernng the subject matter hereof.
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IN WITNSS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Idaho Winds LLC
By ~.By r:~DooB. Minor Tom Fetzer
Sr. Vice President, Delivery Vice President
Dated ~~ \ \ '2\J\:q Dated
~Uc'2'l, 2.009
"Idaho Power""Seller"
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APPENDIX A
A -1 MONTHLY POWER PRODUCTION AN AVAIABILITY REPORT
At the end of each month the following required documentation 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
measuring the Facility's total energy production delivered to Idaho Power and Station Usage and the
maximum generated energy (kW) as recorded on the Metering Equipment and/or any other required
energy measurements to adequately admnister this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report shall not be used to calculate the actual payment, but instead wil be a check of the
automated meter reading information that wil be gathered as described in item A-2 below:
This report shall also include the Seller's calculation of the Mechanical Availability.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND 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 specified in this Agreement, the Seller shall include with this monthly report a summary statement of the
Mechanical Availabilty of this 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
Monthy, Idaho Power wil use the provided Metering and Telemetry equipment and processes to collect
the meter reading informtion from the Idaho Power provided Metering Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnght) of
the last day of the month..
The meter inormation collected wil include but not be limted to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately admnister
this Agreement.
A-3 ROUTINE REPORTING
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
· Project Identification - Project Name and Project Number
. Curent Meter Reading
· Estimated Generation for the curent day
· Estimated Generation for the next day
Planed and Unplaned Project outages
Call 1-800-345-1319 and leave the following informtion:
· Project Identification - Project Name and Project Number
· Approximate time outage occured
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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APPENDIXB
FACILITY AN POINT OF DELIVERY
PROJECT NO. 21615110
Idaho Winds LLC - Sawtooth Wind Far
B-1 DESCRITION OF FACILITY
(Must include the nameplate rating and VAR capabilty (both leading and lagging) of all generation units
to be included in the Facility.)
The Facility wil consist of 14 GE wind turbines with individual generator nameplate ratings of
1.5 MW for each unit, for a total Facility generator nameplate rating of 21 MW, with a maimum
Facility output of22 MW. Each generating unit has a reactive power capabilty (V AR capability)
of 493 kV Ar delivered (lagging) to 493 kV Ar consumed (leading). Seller and Idaho Power may
mutually agree to substitution, any time prior to the Operation Date, a different manufacturer
and/or model wind turbine provided that the aggregate nameplate rating of the Facility does not
exceed 22 MW.
If the Seller wishes to substitute different wind turbines, the Seller shall provide detailed
specifications of the proposed substitute wind tubines to Idaho Power. Idaho Power wil then
review this detailed information and either accept or reject the Seller's proposed substitute wind
tubines. Idaho Power acceptance of the substitute wind turbines wil be required by both
confirtions that the interconnection is able to accommodate the substitute wind tubines and
that the substitute wind turbines are acceptable under this Agreement. Only after Idaho Power's
acceptance of the substitute wind turbines shall the Seller be allowed to install the substitute wind
turbines, which acceptance shall not be unreasonably withheld.
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B-2 LOCATION OF FACILITY
Near: Glenns Ferr, ID
Section: 16 Township: T5S Range: R9E County: Elmore, ID.
Description of Interconnection Location: On-site in Section 16, T5S, R9E, Elmore County,
Idaho. Interconnect with an existing Idaho Power 34.5 kV distribution line. Exact point of
interconnection to be determed as par of the Idao Power delivery business unit's
interconnection study process.
Nearest Idaho Power Substation: Sailor Creek substation.
B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected October 31, 2012 as the Scheduled First Energy Date.
Seller has selected December 31, 2012 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 MAXIM CAPACITY AMOUNT: This value wil be 22 MW which is consistent with the
value provided by the Seller to Idaho Power in accordance with Schedule 72. Ths value is the
maximum energy (MW) that potentially could be delivered by the Seller's Facility to the Idaho
Power electrical system at any moment in time.
B-5 POINT OF DELIVERY
"Point of Delivery" means, uness otherwise agreed by both Paries, the point of where the
Seller's Facility's energy is delivered to the Idaho Power electrical system. Schedule 72 wil
deterne the specific Point of Delivery for this Facility. The Point of Delivery identified by
Schedule 72 wil become an integral part of this Agreement.
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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 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 wil
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 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 electrcal equipment between the Facilty 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 remaining term of the
Agreement. If at any time durig the term of this Agreement, Idaho Power determnes 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 Powermay adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
B-7 METERIG AN TELEMETRY
Schedule 72 wil determne 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 admnister this Agreement. These specifications wil include but not be limted 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 arrange for and make available at Seller's cost
communcation circuit(s) compatible to Idaho Power's communications equipment and dedicated
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to Idaho Power's use termnating at the Idaho Power facilities capable of providing Idaho Power
with continuous instantaneous information on the Facilities energy production. Idaho Power
provided equipment wil be owned and maintained by Idaho Power, with total cost of purchase,
installation, operation, and maintenance, including admnistrative cost to be reimbursed to Idaho
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 MontWy 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 referred to as "Engineer,"
hereby states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facilty No. and is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to fush electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("0&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 wil result in the
Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20)
year period.
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9. That Engineer recognzes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAINENANCE
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 project which is the subject of the Agreement
and this Statement is identified as IPCo Facilty No. and hereinafter referred to as the
"Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to fush electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electrc
power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engieer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project wil continue producing at or near its design electrical output, efficiency and plant factor for the
remaining years of the Agreement.
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9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
, hereinafter collectively referred to as "Engineer",
hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State ofIdaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement",
between Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as IPCo Facilty No and is hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to furnsh electrical
energy to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnshed Interconnection Facilties and other Project facilties and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
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applicable codes and consistent with Prudent Electrical Practices as that term is described il 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
terms 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 LIQUID SECURTY
The Seller shall provide Idaho Power with commercially reasonable securty instruents such as
Cash Escrow Securty, Guarantee or Letter of Credît as those term are defined below or other
forms of liquid financial security that would provide readily available cash to Idaho Power to
satisfy the Delay Security and any other securty requirements within this Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the securty instruent in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable fmancial creditworthiness.
1. Cash Escrow Securty - Seller shall deposit fuds in an escrow account established by the
Seller in a bankng institution acceptable to both Paries equal to the Delay Security or other
required security amount(s). The Seller shall be responsible for all costs, and receive any
interest eared associated with establishing and maintaining the escrow account(s).
Guarantee or Letter of Credit Securty - Seller shall post and maintain in an amount equal to the Delay
Security or other required security amount: (a) a guanty from a party that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or (b) an irevocable Letter of Credit
in a form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit wil be issued by a
financial institution acceptable to both parties. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Letter(s) of Credit.
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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 determned as specified below. Sellers
share wil not be greater than 0.1 % of the total energy payments made to Seller by Idaho Power durg the
previous Contract Year.
a. For every month of this Agreement beginng with the first full month after the
First Energy Date as specified in Appendix of this Agreement, the Wind Energy
Production Forecasting MontWy Cost Allocation (MCA) wil be due and payable
by the Seller. Any Wind Energy Production Forecasting MontWy 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 montWy
allocations a refud wil be included in equal montWy 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. During the first Contract Year, 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,
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Idaho Power wil deduct the Facility's calculated share of the Wind Energy
Production Forecasting costs specified in item d each month durng the first
Contract Year and subsequently refund any overpayment (payments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
c. The cost allocation formula described below wil be reviewed and revised if
necessar on the last day of any month in which the cumulative MW nameplate
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 nameplate rating of all QF wind
projects that are under contract to provide energy to Idaho Power
Company.
Facilty MW (FMW) is equal to the nameplate rating of this Facility as
specified in Appendix B.
Annual Wind Energy Production Forecasting Cost (AFCost) is equal
to the total 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 (MeA) = ACA / 12
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 neting of the MCA against
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the monthly energy payments results in a balance being due Idaho Power, the
Facility shall pay this amount within 15 days of the date of the payment invoice.
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