20101116Application.pdf

DONOVAN E. WALKERSenior Counsel ! iiit.
dwalkertaidahopower.com
eslDA~POR~
An IDACORP Company
November 16,2010
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-10-40
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 HAMMETT HILL WINDFARM, LLC
Dear Ms. Jewell:
Enclosed for filng please find an original and seven (7) copies of Idaho Power
Company's Application in the above matter.
Very truly yours,~q --
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, 10 83707
DONOVAN E. WALKER (ISB No. 5921)
LISA D. NORDSTROM (ISB No. 5733)
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalkerCâidahopower.com
InordstromCâidahopower.com
Attorneys for Idaho Power Company
Street Address for Express Mail:
1221 West Idaho Street
Boise, Idaho 83702
RECE n
2aID NOV , 6 PM 2: 55
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 HAMMETT HILL WINDFARM, LLC.
)
) CASE NO. IPC-E-10-40
)
) APPLICATION
)
)
)
)
Idaho Power Company ("Idaho Powet' or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
("PURPA"), hereby respectfully applies to the Idaho Public Utilties Commission ("IPUC"
or "Commission") for an Order approving the Firm Energy Sales Agreement ("FESA")
between Idaho Power and Hammett Hil Windfarm, LLC ("Hammett Hil" or "Sellen
under which Hammett Hil would sell and Idaho Power would purchase electric energy
generated by the Hammett Hil Windfarm ("Facilty") located near Mountain Home,
Idaho.
In support of this Application Idaho Power represents as follows:
APPLICATION - 1
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 ("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 utility 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 OFs, and to
implement FERC rules.
2. Hammett Hil proposes to design, construct, install, own, operate, and
maintain a 23 megawatt ("MW") (Maximum Capacity Amount) wind generating facilty to
be located near Mountain Home, Idaho. The Facilty wil be a OF under the applicable
provisions of PURPA.
II. THE FIRM ENERGY SALES AGREEMENT
3. On November 12, 2010, Idaho Power and Hammett Hil entered into a
FESA 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 FESA is attached to this Application as
Attachment NO.1. Under the terms of this FESA, Hammett Hil elected to contract with
Idaho Power for a 20-year term using the non-Ievelized published avoided cost rates as
APPLICATION - 2
currently established by the Commission for energy deliveries of less than 10 average
megawatts ("aMW"). Although Idaho Power filed a Joint Petition on November 5, 2010,
seeking a reduction in the published avoided cost rate eligibilty cap from 10 aMW to
100 kilowatts ("kW"), the Company does not believe that this FESA should be impacted
by that filng. This FESA was final and executed by Hammett Hil on November 2, 2010,
prior to the filing of the Joint Petition. The FESA was subsequently executed by Idaho
Power on November 12, 2010, and now filed for approval with the Commission on
November 16,2010.
4. The nameplate rating of this Facility is 23.0 MW. As defined in paragraph
1.17 and paragraph 4.1.3 of the FESA, Hammett Hil 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 will not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the FESA, should the Facilty exceed 10 aMW 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, Hammett Hil and
Idaho Power have agreed to Delay Liquidated Damages and associated Delay Security
provisions of $45 per kW of nameplate capacity within this FESA that have previously
been approved as reasonable by the Commission in several PURPA FESAs. See Case
APPLICATION - 3
Nos. IPC-E-10-02, IPC-E-10-05, IPC-E-10-15, IPC-E-10-16, IPC-E-1 0-17, IPC-E-10-18,
IPC-E-10-19, and IPC-E-10-22.
6. Hammett Hil has elected December 31, 2011, as the Scheduled First
Energy Date and December 31,2012, as the Scheduled Operation Date for this Facility.
See Appendix B. Various requirements have been placed upon Hammett Hil 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
ongoing requirements through the full term of this FESA. Should the Commission
approve this FESA, Idaho Power intends to consider the Effective Date of the FESA to
be November 12,2010.
7. The FESA, 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 Hammett HilL.
8. The FESA provides that all applicable interconnection charges and
monthly operational or maintenance charges under Schedule 72 wil be assessed to
Seller. The Facilty is currently in good standing with the generator interconnection
process. 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
no later than January 7, 2011. Following review of the Facility Study Report, the next
step is for Seller and Idaho Power Delivery to enter into a Generator Interconnection
Agreement, or "GIA." Idaho Power - Power Supply submitted Transmission Service
APPLICATION - 4
Requests ("TSR") on behalf of the Facility to Idaho Power Delivery. Delivery responded
that a System Impact Study was required and one was subsequently performed. The
Study analysis indicates that the existing transmission system can accommodate the
requested 120 MW without transmission network upgrades. The TSRs wil be accepted
providing completion of the GIA and valid network resource designation.
9. Seller has selected December 31, 2011, for the Scheduled First Energy
Date and December 31, 2012, as the Scheduled Operation Date. Hammett Hil has
been advised that it is Hammett Hil's responsibilty 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 facilities, and transmission upgrades if required, in time to
allow the Facilty to achieve the December 31,2012, Scheduled Operation date. Seller
has been further advised that delays in the interconnection or transmission 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 FESA, delay
damages wil be assessed. The developer of the Facility has advised Idaho Power that
it is aware of these requirements and is confident of its abilty to meet the schedule.
10. Section 21 of the FESA provides that the FESA wil not become effective
until the Commission has approved all of the FESA's terms and conditions and declared
that all payments Idaho Power makes to Hammett Hil for purchases of energy wil be
allowed as prudently incurred expenses for ratemaking purposes.
II. MODIFIED PROCEDURE
11 . Idaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed
APPLICATION - 5
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. COMMUNICATIONS AND SERVICE OF PLEADINGS
12. Communications and service of pleadings, exhibits, orders and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker, Senior Counsel
Lisa Nordstrom, Lead Counsel
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
dwalkerCâidahopower.com
InordstromCâidahopower.com
Randy C. Allphin
Energy Contract Administrator
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
rallphinCâidahopower.com
V. REQUEST FOR RELIEF
13. 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
Hammett Hil Windfarm, 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 Hammett Hil Windfarm, LLC, be allowed as prudently
incurred expenses for ratemaking purposes.
Respectfully submitted this 16th day of November 2010.
&C?0-
DONOVAN E. WALKER
Attorney for Idaho Power Company
APPLICATION - 6
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 16th day of November 2010 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:
Hammett Hil Windfarm, 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 joeCâmcdevitt-miller.com
Maurice Miler, Authorized Manager
3145 Geary Boulevard, #723
San Francisco, California 94118
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
-- Email mauriCâenvisionwind.com~
Donovan E. Walker
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-40
IDAHO POWER COMPANY
ATTACHMENT NO.1
Aricle
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FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAN
AN
HAMETT iill.L WINF AR, LLC
TABLE OF CONTENTS
TITLE
Defintions
No Reliance on Idao Power
Waranties
Conditions to Acceptance of Energy
Term and Operation Date
Puchase and Sale of Net Energy
Puchase Price and Method of Payment
Environmental Attbutes
Facility 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
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severabilty
Counterpars
Entire Agreement Signaturs
Appendix A
AppendixB
AppendixC
AppendixD
AppendixE
11/1/2010
FIR ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Hamett Hil Windfar
Project Number:21615125
TilS AGREEMENT, entered into on this -- day of No iJt'", bl'Y"01 0 between
HAMETT HIL WINF AR, LLC (Seller), and IDAHO POWER COMPAN, an Idao corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Paries" or individually as "Pary."
WITNSSETH:
WHEREAS, Seller wil design, construct, own, maintain and operate an electric generation
facilty; and
WHREAS, Seller wishes to sell, and Idao Power is wiling to purchase, fi electrc energy
produced by the Seller's Facilty.
THEREFORE, In consideration ofthe mutual covenants and agreements hereinafter set fort, the
Paries agree as follows:
ARTICLE I: DEFINIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meangs:
1.1 "Availability Shortfall Price" - The curent month's Mid-Columbia Market Energy Cost mius
the curent month's All Hours Energy Price specified in pargraph 7.3 of this Agreement. If ths
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 Satuday, 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
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deliveries (measured in kWh) for each individual wind tubine, totaled for the Facility to
deterine the total energy that the Facilty could have delivered to Idao Power durg tht
month based upon: (1) each wind turbine's Nameplate Capacity, (2) Sufficient Prie Mover
available for use by each wind tubine durg the month, (3) incidents of Force Majeure, (4)
scheduled maintenace, or (5) incidents of Forced Outages less Losses and Station Use. Ifthe
duration of 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 ths data for a minimum of 3 years.
1.4 "Commission" - The Idao Public Utilties Commission.
1.5 "Contract Year" - The period commencing each calenda year on the same calenda 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 Perod" - 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 mius the currt
month's All Hours Energy Price specified in pargrph 7.3 of this Agreement. Ifthis 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 paragrph of ths Fir Energy Sales
Agreement representing the date upon which this Fir Energy Sales Agreement was fuly
executed by both Paries.
1.11 "Facilty" - That electrc generation facility described in Appendix B of this Agreement.
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1.12 "Firt Energy Date" - The day commencing at 00:01 hour, Mountain Time, following the day
that Seller has satisfied the requirements of Aricle IV and the Seller begins delivering energy to
Idao Power's system at the Point of Delivery.
1.13 "Forced Outage" - a parial or total reduction of a) the Facilty'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 ofIdao 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) unplaned preventative
maintenance to repair equipment that left unepaired, would result in failure of equipment prior
to the planed maintenance period, or 4) planed maintenance or construction ofthe Facilty or
electrical lines required to serve this Facility. The Paries shall make commercially reasonable
efforts to perform this unplaned preventative maintenance durng perods of low wind
availabilty.
1.14 "Heavy Load Hours" - The daily hours beginning at 7 :00 am, ending at 11 :00 pm Mountain
Time, (16 hours) excludig all hour on all Sundays, New Year Day, Memorial Day,
Independence Day, Labor Day, Thangivig and Chrstmas.
1.15 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more paricularly described in paragraph 7.5 of ths Agreement.
1.16 "Interconnection Facilities" - All equipment specified in Idao Power's Schedule 72.
1.17 "Initial Capacity Determation" - The process by which Idao Power confirs tht 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 Commission
Order No. 29632.
1.18 "Light Load Hour" - The daily hour begining at 11 :00 pm, ending at 7:00 am Mountain Time
(8 hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Chrstmas.
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1.19 "Losses" - The loss of electrical energy expressed in kilowatt hour (kWh) occurg as a result
of the trsformation and trsmission of energy between the Meterng Point and the point the
Facility's energy is delivered to the Idaho Power electrcal system. The loss calculation formula
wil be as specified in Appendix B of this Agreement.
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 pargrph 19.2.2.
1.22 "Maximum Capacity Amount" - The maxium capacity (MW) of the Facility wil be as
specified in Appendix B of this Agreement.
1.23 "Mechancal Availabilty" - The percentage amount calculated by Seller within 5 days after the
end of each month ofthe Facility's monthly actual Net Energy divided by the Facilty's
Calculated Net Energy Amount for the applicable month. Any daages due as a result of the
Seller falling short of the Mechancal Availabilty Guarntee for each month shall be determed
in accordace with paragraph 6.4.4.
1.24 "Mechancal Availabilty Guarantee" shall be as defined in paragraph 6.4.
1.25 "Meterig Equipment" - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B requird to measure, record and telemeter bi-
directional power flows from the Seller's Facility at the Meterng Point.
1.26 "Metering Point" - The physical point at which the Meterg Equipment is located that enables
accurte measurement of the Test Energy and Net Energy deliveries to Idaho Power at the Point
of Delivery for this Facility that provides all necessar data to administer 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.
Ifthe Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both Paries
wil mutually agree upon a replacement index, which is simlar 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 electrcal industry.
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1.28 "Nameplate Capacity" -The full-load electrical quatities assigned by the designer to a generator
and its prime mover or other piece of electrcal equipment, such as tranformers and circuit
breakers, under standadized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts
or other appropriate unts. Usually indicated on a nameplate attached to the individual machine
or device.
1.29 "Net Energy" - All of the electric energy produced by the Facilty, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idao Power at the Point of Deliver. Subject to
the terms of ths 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, Mounta 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 electrcal facilities are interconnected and the energy from this Facilty is delivered to the
Idaho Power electrcal system.
1.32 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarly used in electrcal engineerng and operations to operte electric equipment lawfully,
safely, dependably, effciently and economically.
1.33 "Scheduled Operation Date" - The date specified in Appendi B when Seller anticipates
achieving the Operation Date. It is expected that the Scheduled Operation Date provided by the
Seller shall be a reasonable estimate ofthe date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.34 "Schedule 72" - Idaho Power's Tarff No 101, Schedule 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconnection
and integration ofthis Facilty into the Idaho Power electrical system as specified withi
Schedule 72 and this Agreement.
1.35 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
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1.36 "Special Facilities" - Additions or alterations of trasmission and/or distribution lines and
transformers as described in Schedule 72.
1.37 "Station Use" - Electrc energy that is used to operate equipment that is auxilar or otherwise
related to the production of electrcity by the Facilty.
1.38 "Suffcient Prime Mover" means wind speed that is (1) equal to or greater than the generation
unit's manufacturer-specified minimum levels requied for the generation unt to produce energy
and (2) equal to or less than the generation unt's manufacturer-specified maximum levels at
which the generation unt can safely produce energy.
1.39 "Surlus Energy" - All Net Energy produced by the Seller's Facility and delivered by the Facilty
to the Idao Power electrcal system prior to the Operation Date.
1.40 "Total Cost of the Facilty" - The total cost of strctues, equipment and appurenances.
1.41 "Wind Energy Production Forecast" - A forecast of energy deliveries from this Facilty provided
by an Idao 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 Idao Power that in entering
into this Agreement and the undertakg by Seller of the obligations set fort herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or expers including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in underng the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARTIES
3.1 No Waranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confiration by Idao
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Power and Idaho Power makes no warties, expressed or implied, regardig any aspect of
Seller's design, specifications, equipment or facilities, includig, but not limited to, safety,
durabilty, reliabilty, strength, capacity, adequacy or economic feasibilty.
3.2 Qualifying Facility Status - Seller warts that the Facilty is a "Qualifyng Facilty," as that term
is used and defmed in 18 CFR 292.201 et seq. Afer initial qualification, Seller wil tae such
steps as may be required to maintain the Facilty's Qualifying Facility status durg the ter of
this Agreement and Seller's failure to maintain Qualifyng Facility status wil be a Material
Breach ofthis Agreement. Idaho Power reseres the right to review the Facility's Qualifyg
Facilty status and associated support and compliance documents at anytime durng the ter of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition ofIdaho Power's acceptance of deliveries of
energy from the Seller under this Agreement, Seller shall:
4.1.1 Submit proof to Idao Power that all licenses, perits 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 Subpar B, 18 CFR 292.201 et
seq. as a certified Qualifyng Facility.
4.1.2 Opinion of Counsel - Submit to Idao Power an Opinion Letter signed by an attorney
admitted to practice and in good standig in the State of Idao providing an opinon that
Seller's licenses, perits and approvals as set forth in paragraph 4.1.1 above are legally
and validly issued, are held in the name of the Seller and, based on a reasonable
independent review, counsel is of the opinion that Seller is in substantial compliance with
said permts as of the date of the Opinon Letter. The Opinion Letter wil be in a form
acceptable to Idaho Power and wil acknowledge that the attorney renderig the opinion
understands that Idao Power is relying on said opinon. Idao Power's acceptace of the
form wil not be unreasonably withheld. The Opinion Letter wil be governed by and
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shall be interpreted in accordace with the legal opinon accord of the American Bar
Association Section of Business Law (1991).
4.1.3 Initial Capacity Deterination - Submit to Idao Power such data as Idao Power may
reasonably require to perform the Initial Capacity Determination. Such data wil include
but not be limited to, Nameplate Capacity, equipment specifications, prie mover data,
resource characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idao Power wil review the provided data
and if necessar, request additional data to complete the Initial Capacity Determintion
with a reasonable time.
4.1.3.1 If the Maxium Capacity specified in Appendix B of ths Agreement and the
cumulative manufacture Nameplate Capacity rating of the individual generation
units at this Facility is less than 10 MW. The Seller shall submit detailed,
manufactuer, verifiable data of the Nameplate Capacity ratings of the actul
individual generation units to be installed at this Facilty. Upon verification by
Idao Power that the data provided establishes the combined Nameplate Capacity
rating of the generation unts to be intalled at this Facility is less than 10 MW, it
wil be deemed that the Seller has satisfied the Initial Capacity Determination for
this Facilty.
4.1.4 Nameplate Capacity - Submit to Idaho Power maufacturer's and engineerig
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included with ths entire Facilty. Upon receipt of this data, Idaho Power shall
review the provided data and determe if the Nameplate Capacity specified is reasonable
based upon the manufactuer'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 Maitenance
(O&M) Policy as described in Commssion Order NO..21690. These cerificates wil be
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in the form specified in Appendix C but may be modified to the extent necessar to
recognize the different engieering disciplines providig the certificates.
4.1.6 Insurance - Submit written proof to Idao Power of all insurance required in Aricle xm.
4.1.7 Interconnection - Provide written confiration from Idao Power's delivery business
unt that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation - The Seller's Facilty has been designated as a network
resource capable of deliverig fir energy up to the amount of the Maximum Capacity.
4.1.9 Written Acceptance - Request and obtain written confiation from Idao Power that all
conditions to acceptance of energy have been fulfilled. Such written confiation shall be
provided within a commercially reasonable time following the Seller's request and wil
not be uneasonably witheld by Idao Power.
ARTICLE V: TERM AN OPERATION DATE
5.1 Ter - Subject to the provisions of pargraph 5.2 below, this Agreement shall become effective
on the date first wrtten and shall continue in ful force and effect for a period of 20 Contract
Year from the Operation Date.
5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
been received.
c) Seller has demonstrted to Idaho Power's satisfaction that the Facilty is complete and
able to provide energy in a consistent, reliable and safe maner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received wrtten confiration from Idao Power of the Operation Date.
This confiation wil not be unasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
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the Scheduled Opertion Date. Delays in the interconnection and trsmission network upgrde
study, design and construction process that are not Force Majeure events accepted by both
Paries, shall not prevent Delay Liquidated Damages from being due and owing as calculated in
accordance with ths Agreement.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay
Liquidated Damages calculated at the end of each calenda month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to ((Curent month's Intial Year Net
Energy Amount as specified in pargraph 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
curent month) multiplied by the curent month's Delay Price.
5.3.2 If the Operation Date does not occur withi niety (90) days following the Scheduled
Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to those provided in pargrph 5.3.1, calculated as follows:
Forty five dollar ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
5.4 If Seller fails to achieve the Operation Date withi ninety (90) days following the Scheduled
Operation Date, such failur will be a Materal Breach and Idao Power may terminate this
Agreement at any time until the Seller cures the Material Breach. Additional Delay Liquidated
Damages beyond those calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the
Delay Liquidated 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 cures this Material Breach or
Idao Power terinates 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 billngs to the Seller.
Seller's failure to pay these daages withi the specified time wil be a Material Breach of this
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Agrement and Idaho Power shall drw fuds frm the Delay Securty provided by the Seller in
an amount equal to the calculated Delay Liquidated Damages.
5.6 The Paries agree that the daages Idaho Power would incur due to delay in the Facilty
achievig 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 daages.
5.7 Prior to the Seller executing this Agreement, the Seller shall have agreed to and executed a Leer
of Understanding with Idao Power that contais at minium the following requirements:
a) Seller has fied for interconnection and is in compliance with all payments
and requirements of the interconnection process
b) Seller has received and accepted an interconnection system impact study for
this Facility.
c) Seller has provided all information required to enable Idao Power to fie an
initial transmission capacity request.
d) Results of the initial trasmission capacity request are known and acceptable
to the Seller.
e) Seller acknowledges responsibilty for all interconnection costs and any costs
associated with acquirg adequate firm tramission capacity to enable the
project to be classified as an Idao Power designated fi network resource.
f) If the Facilty is located outside of the Idaho Power servce tertory, in
addition to the above requirements, the Seller must provide evidence that the
Seller has acquired firm trasmission capacity from all required tranmitting
entities to deliver the Facility's energy to an acceptable point of delivery on
the Idao Power electrcal system.
5.8 Withi thiry (30) days of the date of a final non-appealable 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 pargraph 5.8.1.
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Failure to post this Delay Securty in the time specified above wil be a Material Breach of this
Agreement and Idao Power may terminate this Agreement.
5.8.1 Delay Securty The greater of fort five ($45) multiplied by the Maxium Capacity with
the Maximum Capacity being measured in kW or the sum of three month's estimated
revenue. Where the estimated three months of revenue is the estimated revenue
associated with the first three full months following the estimated Scheduled Operation
Date, the estimated kWh of energy production as specified in paragrph 6.2.1 for those
three months multiplied by the All Hour Energy Price specified in paragrph 7.3 for
each of those three months.
5.8.1.1 In the event (a) Seller provides Idaho Power with cerification that (1) a
generation interconnection agreement specifyng a schedule that wil enable this
Facilty to achieve the Operation Date no later than the Scheduled Operation
Date has been completed and the Seller has paid all requied interconnection
costs or (2) a generation interconnection agreement is substantially complete and
all material costs of interconnection have been identified and agreed upon and
the Seller is in compliance with all terms and conditions of the genertion
interconnection agreement, the Delay Security calculated in accordace with
paragraph 5.8.1 wil be reduced by ten percent (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Securty as specifed
in paragraph 5.8.1.1 and subsequently (1) at Seller's request, the genertion
interconnection agreement specified in paragraph 5.8.1.1 is revised and as a
result the Facilty wil not achieve its Operation Date by the Scheduled Opertion
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
pargraph 5.8.1 wil be subject to reinstatement and wil be due and owing within
5 business days from the date Idaho Power requests reinstatement. Failure to
timely reinstate the Delay Security wil be a Material Breach of ths Agreement.
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5.8.2 Idaho Power shall release any remaining security posted hereunder afer 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) 60 days
after the Agreement has been terminated.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Delivery and Acceptace of Net Energy - Except when either Par'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 Facilty 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 Facilty and delivered by the Seller to
the Point of Delivery exceed the Maxmum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts. These amounts shall be consistent with the Mechancal Availabilty Guarantee.
6.2.1 Initial Year Monthly Net Energy Amounts:
Month
Season 1
March
April
May
Season 2
July
August
November
December
Season 3
June
September
October
Januar
Februar
kWh
4,144,000
4,150,000
4,853,000
3,482,000
3,876,000
4,464,000
5,156,000
4,261,000
5,218,000
6,077,000
3,362,000
3,773,000
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.
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6.4 Mechanical Availabilty Guatee - Afer the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechancal Availabilty of 85% for the Facility for each month
durg the full ter of this Agreement (the "Mechancal Availability Guartee"). Failure to
achieve the Mechanical Availabilty Guartee shall result in Idao Power calculating damages as
specified in pargraph 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 Facility's
current month's Mechanical Availability. The Seller shall include a sumar of all
information used to calculate the Calculated Net Energy Amount including but not
limited to: (a) Forced Outages, (b) Force Majeure events, (c) wind speeds and the impact
on generation output, and (c) scheduled maintenance and Station Use information.
6.4.2 The Seller shall maintan and retai for thre years detailed documentation supporting the
monthly calculation of the Facilty's Mechancal Availabilty.
6.4.3 Idaho Power shall have the right to review and audit the documentation supporting the
calculation of the Facilty's Mechancal Availabilty at reasonable times at the Seller's
offices.
6.4.4 If the curent month's Mechanical Availabilty is less than the Mechanical Availabilty
Guarantee, daages 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 paragrph 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 ful the remaing balance within 30 days of the
date of the invoice.
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ARTICLE VLL: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Net Energy received durg Heavy Load Hour,
Idao Power wil pay the non-levelized energy price in accordace with Commssion Order
31025 adjusted in accordace with Commission Order 30415 for Heavy Load Hour Energy
deliveries, adjusted in accordace with Commssion Order 30488 for the wind integration charge,
and with seasonalization factors applied:
Year
Season 1 - (73.50 %)
MilslkWh
Season 2 - (120.00 %)
MilslkWh
Season 3 - (100.00 %)
MilslkWh
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
40.52
42.80
45.32
47.71
50.29
53.05
54.64
56.20
57.90
59.57
61.29
63.33
65.46
67.67
69.97
72.35
74.38
76.62
78.96
81.38
83.87
87.22
90.15
93.19
66.15
69.87
74.00
78.18
82.74
87.64
90.46
93.23
96.25
99.21
102.27
105.90
109.67
113.59
117.66
121.90
125.49
129.20
133.03
136.97
141.04
146.51
151.30
156.26
55.12
58.24
61.66
64.92
68.42
72.17
74.34
76.61
79.12
81.59
84.14
87.16
90.31
93.57
96.97
100.50
103.49
106.58
109.77
113.06
116.45
121.01
125.00
129.13
7.2 Light Load Puchase Price - For all Net Energy received durng Light Load Hour, Idao Power
wil pay the non-levelized energy price in accordace with Commssion Order 31025 adjusted in
accordance with Commission Order 30415 for Light Load Hour Energy deliveres, adjusted in
accordace with Commission Order 30488 for the wind integrtion charge, and with
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seasonalization factors applied:
Season 1 - (73.50 %)Season 2 - (120.00 %)Season 3 - (100.00 %)
Year Mils/kWh Mils/kWh Mils/kWh
2010 35.59 58.11 48.42
2011 37.88 61.84 51.54
2012 40.40 65.95 54.96
2013 42.79 69.86 58.22
2014 45.37 74.06 61.72
2015 48.13 78.91 65.48
2016 49.72 81.73 67.64
2017 51.28 84.50 69.76
2018 52.97 87.51 72.07
2019 54.65 90.47 74.35
2020 56.37 93.53 76.86
2021 58.41 97.16 79.88
2022 60.54 100.93 83.03
2023 62.74 104.85 86.29
2024 65.04 108.92 89.69
2025 67.43 113.16 93.22
2026 69.45 116.76 96.21
2027 71.55 120.47 99.30
2028 73.70 124.29 102.49
2029 76.03 128.24 105.78
2030 78.52 132.31 109.17
2031 81.87 137.77 113.73
2032 84.80 142.56 117.72
2033 87.84 147.52 121.85
7.3 All Hour Energy Price - The price to be used in the calculation of the Surlus Energy Price and
Delay Price shall be the non-levelized energy price in accordance with Commssion Order 31025
adjusted in accordace with Commission Order 30488 for the wind integration charge, and with
seasonalization factors applied:
Year
Season 1 - (73.50 %)
Mils/kWh
Season 2 - (120.00 %)
Mils/kWh
Season 3 - (100.00 %)
Mils/Wh
2010
2011
2012
2013
2014
2015
38.33
40.61
43.13
45.52
48.10
50.86
62.57
66.30
70.42
74.33
78.85
83.75
52.14
55.26
58.68
61.93
65.44
69.19
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2016 52.45 86.58 71.36
2017 54.01 89.35 73.48
2018 55.71 92.36 75.88
2019 57.37 95.32 78.35
2020 59.10 98.38 80.90
2021 61.14 102.01 83.92
2022 63.27 105.78 87.07
2023 65.48 109.70 90.33
2024 67.78 113.77 93.73
2025 70.16 118.01 97.26
2026 72.18 121.60 100.25
2027 74.28 125.31 103.35
2028 76.58 129.14 106.53
2029 79.00 133.09 109.82
2030 81.49 137.16 113.21
2031 84.84 142.62 117.77
2032 87.77 147.41 121.76
2033 90.81 152.37 125.89
7.4 Surlus Energy Price - For all Surlus Energy, Idao Power shall pay to the Seller the curent
month's Market Energy Reference Prce or the All Hours Energy Price specified in pargraph
7.3, whichever is lower.
7.5 Inadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facilty, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hour in the specific month in which the energy was delivered.
(For example Januar contains 744 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energy delivered in Januar in excess of 7,440, 000 kWh in this exaple
would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facilty 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 - Undisputed Energy payments, less the Wind Energy Production Forecasting
Monthly Cost Allocation (MCA) described in Appendix E and any other payments due Idao
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Power, wil be disbured to the Seller within 30 days of the date which Idaho Power receives and
accepts the documentation of the monthly Mechancal Available Guartee and the Net Energy
actually delivered to Idaho Power as specified in Appendix A.
7.7 Continuing Jursdiction of the Commssion _ Ths Agreement is a special contract and, as such, the
rates, ters and conditions contained in this Agreement will be construed in accordace with
Idao Power Company v. Idaho Public Utilities Commission and Afton Energy, Inc., 107 Idao
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107
Idao 1122,695 P.2d 1 261 (1985), Afton Energy, Inc, v. Idao Power Company, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18
CFR §292.303-308.
ARTICLE Vil: ENVIRONMENTAL ATTRIUTES
8.1 Seller retains ownership under this Agreement of Green Tags and Renewable Energy Certificates
(RECs), or the equivalent envionmental attributes, directly associated with the production of
energy from the Seller's Facilty sold to Idao Power.
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 and Inadverent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement.
9.2 Interconnection Facilties - Except as specifically provided for in ths Agreement, the required
Interconnection Facilties 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
initial costs incurred by Idao Power for equipment costs, intallation costs and ongoing monthly
Idao Power operations and maintenance expenses.
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ARTICLE X: METERIG AN TELEMETRY
10.1 Meterig - Idao Power shall, for the account of Seller, provide, install, and maintain Meterg
and Telemetry Equipment to be located at a mutually agreed upon location to record and measure
power flows to Idao Power in accordace with ths Agreement and Schedule 72. The Meterig
Equipment wil be at the location and the type required to measure, record and report the
Facility's Net Energy, Station Use, Indvertent Energy and maximum energy deliveries (kW) at
the Point of Delivery in a maner to provide Idao Power adequate energy measurement data to
admnister this Agreement and to integrate this Facility's energy production into the Idao Power
electrical system.
10.2 Telemetry - Idao Power wil install, operate and maintain at Seller's expense meterig,
communcations and telemetry equipment which wil be capable of providing Idao Power with
continuous instataeous telemetry of Seller's Net Energy and Inadvertent Energy produced and
delivered to the Idao Power Point of Delivery to Idao Power's Designated Dispatch Facility.
ARTICLE XI - RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facilty or such other location mutually
acceptable to the Paries adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum genertion (kW) records in a form and content acceptable to Idao Power.
11.2 Inspection - Either Pary, after reasonable notice to the other Pary, shall have the right, durg
normal business hours, to inspect and audit any or all genertion, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaig to the Seller's Facility.
ARTICLE XLL: OPERATIONS
12 .1 Communications - Idao Power and the Seller shall maintain appropriate operating
communications through Idao Power's Designated Dispatch Facility in accordace with
Appendix A of this Agreement.
12 .2 Energy Acceptance -
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11/1/2010
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherise 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, 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,
beginning with the twenty-first day of such interption, curtailment or reduction, Seller
wil 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 pargrph 6.2. Idao Power
wil notify Seller when the interrption, curtilment or reduction is termated.
12.2.2 If, in the reasonable opinion of Idao Power, Seller's operation of the Facilty or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or servce to its customers, Idao Power may temporarly
disconnect the Facility from Idao Power's trasmission/distribution system as specified
withi Schedule 72 or tae such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances wil the Seller deliver Net Energy and/or Inadvertent Energy
from the Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Seller's failure to limt deliveries to the
Maximum Capacity Amount wil be a Materal Breach of this Agreement.
12.2.4 If Idao Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility's energy, Idao Power's damages shall be limited to only the value
of the estimated energy that Idao Power was unable to accept. Idaho Power wil have
no responsibilty to pay for any other costs, lost revenue or consequential daages the
Facilty may incur.
12.3 Scheduled Maintenance - On or before Januar 31 of each calenda year, Seller shall submit a
wrtten proposed maintenance schedule of significant Facility maintenace for that calenda year
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and Idao Power and Seller shall mutually agree as to the acceptabilty of the proposed schedule.
The Paries determination as to the acceptabilty of the Seller's timetable for scheduled
maintenance wil tae into considertion Prudent Electrical Practices, Idao Power system
requiements and the Seller's preferred schedule. Neither Pary shall uneasonably withhold
acceptance of the proposed maintenance schedule.
12.4 Maintenance Coordination - The Seller and Idao Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.5 Contact Prior to Curailment - Idao 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
Facilty. Seller undertands that in the case of emergency circumstances, real time opertions of
the electrical system, and/or unplaned events Idao Power may not be able to provide notice to
the Seller prior to interrption, curailment, or reduction of electcal energy deliveries to
Idao Power.
ARTICLE XII: INEMNIICATION AN INSURNCE
13.1 Indemnification - Each Pary shall agree to hold harless and to indemnfy the other Party, its
offcers, agents, affliates, subsidiares, parent company and employees against all loss, daage,
expense and liability to third persons for injur to or death of person or injury to property,
proximately caused by the indemnifyg Par's (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Pary's works or facilties used in connection with
this Agreement or (b) negligent or intentional acts, errors or omissions. The indemnfyng Pary
shall, on the other Pary's request, defend any suit asserting a claim covered by this indemity.
The indemifyg Pary shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Pary in enforcing this indemnity.
13.2 Insurce - Dung the term of this Agreement, Seller shall secure and continuously car the
following insurance coverage:
13.2.1 Comprehensive General Liabilty Insurance for both bodily injur and propery daage
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with limits equal to $1,000,000, each occurrence, combined single limt. The deductible
for such insurance shall be consistent with curent Insurance Industry Utilty practices for
simlar propert.
13.2.2 The above insurce 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 Idao Power.
13.3 Seller to Provide Certificate of Insurce - As required in pargraph 4.1.6 herein and anually
thereafter, Seller shall fuish Idao Power a certificate of insurce, together with the
endorsements requied therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idao Power of Loss of Coverage - If the insurce coverage required by
paragraph 13.2 shall lapse for any reason, Seller wil imediately notify Idao Power in wrting.
The notice wil advise Idao 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: FORCE MAJUR
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 Idao Power which, despite the exercise of due diligence,
such Pary is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilties, civil strife, stres and other labor disturbances,
earhquakes, fies, lightning, epidemics, sabotage, or changes in law or regulation occurg 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 Pary is rendered wholly or in par unable to perform its obligations under this
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Agreement because of an event of Force Majeue, both Paries shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(1) The non-performing Pary shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Pary wrtten notice describing
the paricular of the occurence.
(2) The suspension of performance shall be of no greater scope and of no longer
durtion than is required by the event of Force Majeure.
(3) No obligations of either Par which arose before the occurence causing the
suspension of performce 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 Limitation of Liability. Nothig 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.
Neither par shall be liable to the other for any indirect, special, consequential, nor puntive
daages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertakg by one Pary to the other under any provision of this Agreement
shall constitute the dedication of that Pary's system or any portion thereof to the Pary or the
public or affect the status of Idaho 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
liabilties of the Paries are intended to be several and not joint or collective. Nothg contaied
in this Agreement shall ever be constred to create an association, trst, parership or joint
ventue or impose a trst or partership duty, obligation or liabilty on or with regard to either
Pary. Each Pary shall be individually and severally liable for its own obligations under this
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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 XVII: CHOICE OF LAWS AN VENU
18.1 This Agreement shall be construed and interreted in accordace with the laws of the State of
Idao 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 District Cour of
the Four Judicial District ofIdao in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arsing under ths Agreement, including, but not limited to,
the interretation of the terms and conditions of ths Agreement, wil be submitted to the
Commission for resolution.
19.2 Notice of Default
19.2.1
19.2.2
Defaults. If either Pary fails to perform any of the terms or conditions of this
Agreement (an "event of default"), the non-defaulting Pary shall cause notice in
writing to be given to the defaulting Par, specifyng the maner in which such
default occured. If the defaulting Pary shall fail to cure such default withi the sixty
(60) days after serce of such notice, or if the defaulting Pary reasonably
demonstrates to the other Pary that the default can be cured withi a commercially
reasonable time but not within such sixty (60) day period and then fails to diligently
purue such cure, then, the non-defaulting Pary may, at its option, termnate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
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to defaults identified in this Agreement as Material Breaches. Materal Breaches must
be cured as expeditiously as possible following occurrence of the breach.
19.3 Securty for Performance - Prior to the Operation Date and thereafter for the full ter of this
Agreement, Seller wil provide Idao 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 supplyig evidence that the required insurce 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) frm a Registered Professional Engieer licensed in the State of Idao, 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 providing the requied certificate; and
19.3.3 Licenses and Perts - Durng the full ter of this Agreement, Seller shall maintai
compliance with all perts and licenses described in pargrph 4.1.1 of this
Agreement. In addition, Seller wil supply Idao Power with copies of any new or
additional perits or licenses. At least every fifth Contrct Year, Seller wil update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintai
compliance with the permts and licenses described in pargraph 4.1.1 or to provide
the documentation requied by this pargraph, such failure wil be an event of default
and may only be cured by Seller submitting to Idao Power evidence of compliance
from the pertting agency.
ARTICLE XX: GOVERNENTAL AUTHORIATION
20.1 Ths Agreement is subject to the jursdiction of those governental agencies havig control over
either Pary of this Agreement.
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ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shal become finally effective upon the Commssion's approval of all ters and
provisions hereof without change or condition and declartion that all payments to be made to
Seller hereunder shall be allowed as prudently incured expenses for ratemakng puroses.
ARTICLE XXII: SUCCESSORS AN ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inure to the
benefit of the respective successors and assigns of the Paries hereto, except that no assignent
hereof by either Pary shall become effective without the wrtten consent of both Paries being
first obtaied. Such consent shall not be uneasonably withheld. Notwithstading the foregoing,
any pary which Idao Power may consolidate, or into which it may merge, or to which it may
conveyor transfer substatially 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 Idao Power's rights,
obligations and interests under this Agreeent. Ths article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idao Power shall have the right to be notified by the fincing entity that it is
exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to ths Agreement shall be valid uness it is in wrting and signed by both Paries
and subsequently approved by the Commssion.
ARTICLEXXN: TAXES
24.1 Each Par shall pay before delinquency all taxes and other goverental charges which, iffailed
to be paid when due, could result in a lien upon the Facilty or the Interconnection Facilities.
ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be diected as follows and shall be considered
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delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-class, postage
prepaid, as follows:
To Seller:
Original document to:
Hamett Hil Windfar, LLC
Attention: Maurce Miler, Authorized Manager
3145 Gear Blvd., #723
San Fracisco, CA 94118
E-mail: maur~envisionwind.com
To Idao Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Email: Lgrow~idaopower.com
Copy of document to:
Cogeneration and Small Power Production
Idao Power Company
POBox 70
Boise, Idao 83707
E-mail: rallphin(iidaopower.com
Either Pary may change the contact person and/or address inormation listed above, by providing wrtten
notice from an authorized person representing the Par.
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
Forms of Liquid Securty
Wind Energy Production Forecasting
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ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty of any ter or provision of this Agreeent shall not affect the
validity or enforceabilty of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVII: 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 instrent.
ARTICLE XXIX: ENT AGREEMENT
29.1 Ths Agreement constitutes the entire Agreement of the Paries concering the subject matter
hereof and supersedes all prior or contemporaneous oral or wrtten agreements between the
Paries concerng the subject matter hereof.
IN WITSS WHREOF, The Paries hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company Hamett Hil Windfar, LLC
By ~¿!J OOAJ By ~~,Lcz
Lisa A Grow ~~ZIkemotoSr. Vice President, Power Supply Authorized Manager
Dated I ~/Z'ID Dated //-¿ -¿C/O
"Idao Power""Seller"
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APPENDIX A
A -1 MONTHLY POWER PRODUCTION AN AVAIABILITY REPORT
At the end of each month the following requied documentation wil be submitted to:
Idao Power Company
Attn: Cogeneration and Small Power Production
PO Box 70
Boise, Idaho 83707
The meter readigs required on this report wil be the readigs on the Idaho Power Meter Equipment
measurng the Facility's tota energy production delivered to Idao Power and Station Usage and the
maximum generated energy (kW) as recorded on the Meterg Equipment and/or any other requird
energy measurements to adequately admster this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readigs
on this report shall not be used to calculate the actul payment, but instead wil be a check of the
automated meter reading information that will be gathered as described in item A-2 below:
This report shall also include the Seller's calculation ofthe Mechanical Availabilty.
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Idaho Power Company
Cogeneration and Small Power Production
MONTHY POWER PRODUCTION AN AVAIABILIT REPORT
Month Year
Project Name Project Number:
Address Phone Number:
City State Zip
Net Facilty
Output
Station
Usage
Station
Usage
Metered
Maxium Generation
Meter Number:
End of Month kWh Meter Readig:
Beging of Month kWh Meter:
Difference:
Times Meter Constant:
kW
Net Generation
kWh for the Month:
Metered Demand:
Mechanical Avaiabilty 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 shal 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.
Signatue Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthy, Idao Power wil use the provided Meterig and Telemetry equipment and processes to collect
the meter reading information frm the Idao Power provided Meterg 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 information 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 administer
this Agreement.
A-3 ROUTIN REPORTING
Idao 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 Genertion for the curent day
· Estimated Generation for the next day
Planed and Unplaned Project outages
Call 1-800-345-1319 and leave the following information:
. 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 Operationa Contact
Name:
Telephone Number:
Cell Phone:
Glenn Ikemoto
510 655-7600
510 384-0671
Project On-site Contact inormation
Telephone Number:
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APPENDIXB
FACILITY AN POIN OF DELNERY
Project Name: Hamett Hil Windfar
Project Number: 21615125
B-1 DESCRITION OF FACILITY
(Must include the Nameplate Capacity rating and V AR capabilty (both leading and lagging) of all
generation units to be included in the Facility.)
The Facility wil be comprised of approximately 10 wind tubines with a cumulative nameplate
rating that wil not exceed the Maximum Capacity Amount as specified in item B-4 and not less
than 18 MW. At the time this Agreement was executed, selection of the turbine manufactuer
had not been fialized by the Seller. No later tha 60 days prior to the Facilty achievig its First
Energy Date, the Seller shall provide Idaho Power a precise, detailed description of the wind
tubines selected and quatity. The Facility is currently considerig use of up to 11 REpower
MM92 wind turbines (Nameplate Capacity rating up to 2.05MW/tubine, 0.95 lead/O.95 lag
power factor), or up to 10 Siemens SW 101 wind turbines (Nameplate Capacity rating up to
2.30MW /tubine, 0.90 lead/O.90 lag power factor), or other wind turbine models.
B-2 LOCATION OF FACILITY
Near: Mountai Home, ID
T5S R8E SEC 1, 11, 12
County: Elmore, ID.
Description of Interconnection Location: The Facilty wil interconnect to the Idao Power
transmission system at 230 kV with a tap at T4S, R9E, SEC 21, Elmore County, ID, or other
location specified in the interconnection agreement.
Nearest Idao Power Substation: Kig Substation, Elmore County, ID
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B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected December 31, 2011 as the Scheduled First Energy Date.
Seller has selected December 31, 2012 as the Scheduled Operation Date.
In makng these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-4 MAXIM CAPACITY AMOUN:
Ths value wil be 23 MW which is consistent with the value provided by the Seller to Idao
Power in accordance with Schedule 72. This value is the maximum energy (MW) that potentially
could be delivered by the Seller's Facility to the Idao Power electrcal system at any moment in
time.
At the time this Agreement was executed the Seller had requested only 20 MW of capacity in the
interconnection and trsmission capacity process. Prior to the project delivering energy that
exceeds 20 MW, the Seller must request and be granted additional capacity up to but not
exceeding 3 MW in both interconnection and trasmission capacity by Idaho Power. The Seller
must make this additional capacity request using the routine Idaho Power interconnection and
transmission capacity process and shall be responsible for all costs associated with this additional
capacity request. Under no circumstances wil the Nameplate Capacity of this Facilty exceed
23 MW. If the installed capacity is less than the Maximum Capacity Amount at the end of the
first Contract Year, the Maximum Capacity Amount wil be adjusted downward to reflect the
actual nameplate rating of the wind tubines installed. This revised Maximum Capacity Amount
wil then remain in effect for the remaining ter of this Agreement.
B-5 POIN OF DELIVERY
"Point of Delivery" means, unless otherise agreed by both Paries, the point of where the Sellers
Facility's energy is delivered to the Idao Power electrcal system. Schedule 72 wil determine
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the specific Point of Delivery for ths Facility. The Point of Delivery identified by Schedule 72
wil become an integral par of this Agreement.
B-6 LOSSES
If the Idao Power Meterig equipment is capable of measurng the exact energy deliveries by the
Seller to the Idao Power electrical system at the Point of Delivery, no Losses wil be calculated
for this Facilty. If the Idao Power Meterg equipment is unable to measure the exact energy
deliveries by the Seller to the Idao Power electrcal 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 Idao Power Point of Delivery. This loss calculation wil be intially 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 electrcal equipment specifications (transformer loss
specifications, conductor sizes, etc.) of all of the electrcal equipment betwee the Facilty and the
Idao Power electrcal system, Idao Power wil configue a revised loss calculation formula to
be agreed to by both paries and used to calculate the kWh Losses for the remainng term of the
Agreement. If at any time durg the term of ths Agreement, Idao Power determes that the
loss calculation does not correctly reflect the actul kWh losses attrbuted to the electrcal
equipment between the Facility and the Idaho Power electrical system, Idao Power may adjust
the calculation and retroactively adjust the previous months kWh loss calculations.
B-7 METERIG AN TELEMETRY
Schedule 72 wil deterine the specific metering and telemetry requirements for this Facilty. At
the mimum, the Meterig Equipment and Telemetry equipment must be able to provide and
record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agrement. These specifications wil include but not be limited to
equipment specifications, equipment location, Idao Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and installation of the Idao
Power provided equipment. Seller wil arge for and make available at Seller's cost
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communcation circuit(s) compatible with Idao Power's communications equipment and
dedicated to Idao Power's use termating at the Idaho Power facilties capable of providing
Idaho Power with continuous instantaeous information on the Facilities energy production.
Idaho Power provided equipment wil be owned and maintained by Idaho Power, with total cost
of purhase, installation, operation, and maintenance, including admstrative cost to be
reimbursed to Idao Power by the Seller. Payment of these costs wil be in accordace 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.
B-8 NETWORK RESOURCE DESIGNATION
Idao Power cannot accept or pay for generation from ths Facilty until a Network Resource
Designation ("NR") application has been accepted by Idaho Power's delivery business unit.
Federal Energy Regulatory Commission ("FERC") rules require Idao Power to prepare and
submit the NR. Because much of the information Idaho Power needs to prepare the NR is
specific to the Seller's Facility, Idao Power's ability to fie the NR in a timely maner is
contingent upon timely receipt of the required information from the Seller. Prior to Idao Power
beginnng the process to enable Idaho Power to submit a request for NR status for this Facility,
the Seller shall have completed all requirements as specified in Paragrph 5.7 of this Agreeent.
Seller's fallure to provide complete and accurate information in a tiely manner can
significantly impact Idaho Power's abilty and cost to attain the NRD designation for the
Seller's Facilty and the Seller shall bear the costs of any of these delays that are a result of
any action or inaction by the Seller.
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APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAIENANCE POLICY
The undersigned , on behalf of hiself/erself and
, hereinafter collectively referred to as "Engieer," hereby states and certifies to the Seller
as follows:
1. That Engineer is a Licensed Professional Engieer in good stading in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreeent, hereinafter "Agreement," between
Idao 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 Facility No. and is hereinafter referd to as
the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Rage , Boise Meridian, County, Idao.
5. That Engineer recognizes that the Agreement provides for the Project to fush electrical energy
to Idao Power for a 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 Engineer of ths Project.
8. That Engineer has reviewed and/or supervsed the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinon that, provided said Project has
been designed and built to appropriate standads, adherence to said O&M Policy wil result in the
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Project's producing at or near the design electrical output, effciency and plant factor for a year
period.
9. That Engineer recognizes that Idao Power, in accordace with paragrph 5.2 of the Agreement,
is relyig on Engineer's representations and opinions contaned in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurte to the best of his
knowledge and therefore sets his!her hand and seal below.
By
(P.E. Stamp)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAIENANCE
The undersigned , on behalf of himself/erself
hereinafter collectively refered to as "Engineer," hereby states andand
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good stadig in the State of Idao.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," betwee
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 refered to as the
"Project" .
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Merdian, County, Idao.
5. That Engineer recognizes that the Agreement provides for the Project to fush electrical energy
to Idaho Power for a 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 Engineer of this Project.
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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 accordace 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, effciency and plant factor for the
remaing year of the Agreement.
9. That Engineer recognzes that Idao Power, in accordace with pargrph 5.2 of the Agreement,
is relying on Engineer's reresentations and opinons contaied in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurte to the best of his
knowledge and therefore sets his!her had 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 hiself/erelf and
hereinafter collectively referred to as "Engineer", herby states and
certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good stadig in the State of Idao.
2. That Engineer has reviewed the Fir Energy Sales Agreement, hereinafter "Agreement",
between Idao 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 Merdian, County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to fush electrcal
energy to Idao Power for a year perod.
6. That Engineer has substantial experience in the design, constrction 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 ofthe plans and specifications independently.
8. That Engineer has reviewed the engineerg design and construction of the Project,
includig the civil work, electrical work, generating equipment, prie mover conveyance system, Seller
fushed Interconnection Facilities and other Project facilities and equipment.
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9. That the Project has been constrcted in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrcal 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 perormg in accordace with the
terms of the Agreement and with Prdent Electrical Practices for a year perod.
11. That Engineer recognzes that Idao Power, in accordance with paragrph 5.2 of the
Agreement, in interconnecting the Project with its system, is relyig on Engineer's representations and
opinons contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurte to the
best of his /her knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
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APPENDIXD
FORMS OF LIQUID SECURY
The Seller shall provide Idaho Power with commercially reasonable securty instruents such as
Cash Escrow Securty, Guarantee or Letter of Credit as those ters are defined below or other
forms of liquid fincial securty that would provide readily available cash to Idao Power to
satisfy the Delay Securty requirement and any other security requirement with this Agreement.
For the purose of this Appendix D, the ter "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrent in relation to the term of
the obligation in the reasonable judgment ofIdao Power, provided that any guantee and/or
letter of credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standad & Poor's Corporation or Moody's Investor Servces, Inc. shall be deemed to
have acceptable financial creditwortness.
1. Cash Escrow Securty - Seller shall deposit fuds in an escrow account established by the
Seller in a banng institution acceptable to both Paries equal to the Delay Securty or any
other required securty amount(s). The Seller shall be responsible for all costs, and receive
any interest eared associated with establishing and maintainig the escrow account(s).
Guarantee or Letter of Credit Securty - Seller shall post and maintain in an amount equal to the Delay
Securty or other required securty amount(s): (a) a guaranty from a pary that satisfies the Credit
Requirements, in a form acceptable to Idaho Power at its discretion, or b) an irrevocable_Letter of Credit
in a form acceptable to Idao Power, in favor ofIdao Power. The Letter of Credit wil be issued by a
financial institution acceptable to both paries. The Seller shall be responsible for all costs associated
with establishing and maintainig the Guarantee(s) or Letter(s) of Credit.
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APPENDIXE
WIN ENERGY PRODUCTION FORECASTING
As specified in Commssion Order 30488, Idao Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facility and other Qualifyng Facilty wind
generation resources. Seller and Idao Power wil share the cost of Wind Energy Production Forecastig.
The Facility's share of Wind Energy Production Forecasting is detered as specified below. Seller
share wil not be greater than 0.1 % of the total energy payments made to Seller by Idaho Power durng the
previous Contract Year.
a. For every month of this Agreement beginnng with the fist ful month after the
First Energy Date as specified in Appendix of this Agreement, the Wind Energy
Production Forecasting Monthly Cost Allocation (MCA) wil be due and payable
by the Seller. Any Wind Energy Production Forecasting Monthy Cost
Allocations (MCA) that are not reimbured to Idaho Power shall be deducted
from energy payments to the Seller.
. As the value of the 0.1 % cap of the Facilties 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. Dung the first Contract Year, as the value of the 0.1 % cap of the Facilties total
energy payments wil not be known until the first Contract Year is complete,
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Idao Power wil deduct the Facilty's calculated shae of the Wind Energy
Production Forecasting costs specified in item d each month durig the fist
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 havig Commission approved agreements to deliver energy to
Idao Power has been revised by an action of the Commission.
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 Idao Power
Company.
Facilty MW (F 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 incur 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 actul 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 Alocation (ACA) = AFCost X (FMW / TMW)
And
Monthly Cost Alocation (MCA) = ACA /12
e. The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idao Power. The MCA wil first be netted against any
monthly energy payments owed to the Seller. If the netting of the MCA against
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the monthly energy payments results in a balance being due Idao Power, the
Facility shall pay ths amount withi 15 days of the date ofthe payment invoice.
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