20101210Application.pdf

DONOVAN E. WALKER
Senior Counsel
dwalkertâidahopower.com
1SIDA~POR~
An IDACORP Company
December 10,2010
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-10-44
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 HIDDEN HOLLOW ENERGY 2 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,LiuJ~
Donovan E. Walker
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 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
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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 HIDDEN HOLLOW ENERGY 2 LLC.
)
) CASE NO. IPC-E-10-44
)
) 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 Utilities Commission ("IPUC"
or "Commission") for an Order approving the Firm Energy Sales Agreement ("FESA")
between Idaho Power and .Hidden Hollow Energy 2 LLC ("Hidden Hollow" or "Sellet')
under which Hidden Hollow would sell and Idaho Power would purchase electric energy
generated by the Hidden Hollow Landfil Gas Project ("Facilty") located near Boise,
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 facilty ("OF") status. The rate a OF receives for the sale of its power is
generally referred to as the "avoided cost" rate and is to reflect the incremental cost to
an electric utilty of electric energy or capacity or both, which, but for the purchase from
the OF, such utilty would generate itself or purchase from another source. The
Commission has authority under PURPA Sections 201 and 210 and the implementing
regulations of the FERC, 18 C.F.R. § 292, to set avoided costs, to order electric utilties
to enter into fixed-term obligations for the purchase of energy from OFs, and to
implement FERC rules.
2. Hidden Hollow proposes to design, construct, install, own, operate, and
maintain a 3.2 megawatt ("MW") (Maximum Capacity Amount) landfil gas generating
facilty to be located at Ada County's Hidden Hollow Landfil near Boise, Idaho. The
Facility wil be a OF under the applicable provisions of PURPA.
3. This Facilty is proposed as a second generation unit to be installed at the
Ada County Hidden Hollow Landfil using landfil gas as its fuel source. G2 Energy
Hidden Hollow, LLC ("G2") has a Commission approved FESA for an existing 3.2 MW
landfil gas powered generating unit located at the Hidden Hollow LandfilL. See Order
No. 29928, Case No. IPC-E-05-28. This Facility is proposed by a separate affilate
company; however, it utilzes the same landfil gas reserves as a fuel source. Idaho
APPLICATION - 2
Power has been engaged with Hidden Hollow over the course of the last year and a
half, and because this Facility utilzes the same landfill gas fuel source as the previously
approved PURPA OF project located at the landfil, the Company has negotiated
provisions of this FESA intended to preserve the value of the previously approved
contract while enabling additional generation to be developed at this location. The
FESA contains provisions that provide that the first 1100 scfm of fuel is dedicated to the
generation units under the previously approved agreement. The 1100 scfm is an
engineering calculated value of the quantity of the average fuel quality required to
operate the first generation units at their nameplate capacity. The FESA provides Idaho
Power the right to audit the fuel distribution to the various generation units. In this
manner, the parties propose to preserve the value represented by the lower rates
applicable to the power provided pursuant to the G2 FESA in order to prevent the
Facilty in this case from providing power at a higher cost to the Company and its
customers in its stead.
II. THE FIRM ENERGY SALES AGREEMENT
4. On December 8, 2010, Idaho Power and Hidden Hollow entered into a
FESA pursuant to the terms and conditions of the various Commission Orders
applicable to this PURPA agreement. See Order Nos. 30415 and 31025. A copy of the
FESA is attached to this Application as Attachment No.1. Under the terms of this
FESA, Hidden Hollow elected to contract with Idaho Power for a 20-year term using the
non-Ievelized published avoided cost rates as currently established by the Commission
for energy deliveries of less than 10 average megawatts ("aMW").
APPLICATION - 3
5. The nameplate rating of this Facilty is 3.2 MW. As defined in paragraph
1.17 and paragraph 4.1.3 of the FESA, Hidden Hollow 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 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.
6. Hidden Hollow has elected February 28, 2012, as the Scheduled First
Energy Date and February 28,2012, as the Scheduled Operation Date for this Facility.
See Appendix B. Various requirements have been placed upon Hidden Hollow 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 will 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 December 8,2010.
7. Hidden Hollow 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 Nos. IPC-E-10-02, IPC-E-10-05,
IPC-E-1 0-15, IPC-E-10-16, IPC-E-1 0-17, IPC-E-10-18, IPC-E-1 0-19, and IPC-E-10-22.
8. The FESA, as signed and submitted by the parties thereto, contains non-
levelized published avoided cost rates in conformity with applicable IPUC Orders. All
APPLICATION - 4
applicable interconnection charges and monthly operation and maintenance charges
under Schedule 72 wil be assessed to Hidden Hollow.
9. 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. Idaho Power - Power Supply submitted Transmission Service Requests on
behalf of the Facility to Idaho Power Delivery. Delivery responded that Transmission
capacity is available for this Facility and network resource designation wil be granted
upon the completion of the GIA and this FESA.
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 Hidden Hollow 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 respectully 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.
APPLICATION - 5
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
rallphin(cidahopower.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
Hidden Hollow Energy 2 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 Hidden Hollow Energy 2 LLC be allowed as prudently
incurred expenses for ratemaking purposes.
Respectfully submitted this 10th day of December 2010.
fAd-
DONOVAN E. ALKER
Attorney for Idaho Power Company
APPLICATION - 6
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 10th day of December 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:
Hidden Hollow Energy 2 LLC
Thomas J. Gesicki, President
Fortistar Methane Group
5087 Junction Road
Lockport, New York 14094
Hand Delivered
-2 U.S. Mail
_ Overnight Mail
FAX
-2 Email tgesicki(cfortistar.com
As:w~Donovan E. Walker
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-10-44
IDAHO POWER COMPANY
ATTACHMENT NO.1
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
HIDDEN HOLLOW ENERGY 2 LLC
DATED: DECEMBER ø1"', 2010
Aricle
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
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FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AN
HIDDEN HOLLOW ENERGY 2 LLC
TABLE OF CONTENTS
TITLE
Defintions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Puchase and Sale of Net Energy
Purchase Price and Method of Payment
Environiental Attrbutes
Facilty and Interconnection
Metering and T e1emetry
Records and Third Pary Agreement
Operations
Indemnification and Insurance
Force Majeure
Liabilty; 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
Severability
Counterpars
Entire Agreement Signatures
Appendix A
AppendixB
AppendixC
AppendixD
FIR ENERGY SALES AGREEMENT
(10 MW or Less)
Project Name: Hidden Hollow Energy 2 LLC Landfill Gas Project
Project Number: 2161510 1
THIS AGREEMENT, entered into on this g1; day of December 2010 between Hidden Hollow
Energy 2 LLC, a Delaware Limited Liability company (Seller), and IDAHO POWER COMPAN, an Idaho
corporation (Idaho Power), hereinafter sometimes referred to collectively as "Paries" or individually as "Pary."
WITNSSETH:
WHEREAS, Seller's affliate currently owns and operates the existing 3.2 MW Hidden Hollow Landfill
Gas Project, located at the Ada County Hidden Hollow Landfill which is selling energy to Idaho Power under a
Firm Energy Sales Agreement, dated October 11 th, 2005; and
WHEREAS, Seller intends to design, constrct, own, operate and maintain a 3.2 MW electrc
generation Facility; and
WHEREAS, Seller wishes to sell and Idaho Power is wiling to purchase, firm electrc energy produced
by the Seller's 3.2 MW Facility as specified solely within this Agreement.
WHEREAS, Seller's affiliate Hidden Hollow Energy LLC has entered into a Landfill Gas Franchise
Agreement with Ada County (the "Thrd Pary Agreement") committing the first II 00 scfm of landfill gas from
the Ada County Landfill, the amount which is the required heat input for the Nameplate Capacity of the Hidden
Hollow Energy LLC generating equipment.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Paries agree as follows:
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ARTICLE I: DEFINIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Base Energy" - Monthly Net Energy less than 110% of the monthly Net Energy Amount as specified
in paragraph 6.2 of this Agreement.
1.2 "Commssion" - The Idaho Public Utilities Commission.
1.3 "Contract Year" - The period commencing each calendar year on the same calenda date as the
Operation Date and ending 364 days thereafter.
1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in pargraph 5.3, 5.4,
5.5, 5.6 and 5.8.
1.5 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facilty achieves the
Operation Date.
1.6 "Delay 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 this calculation results in a value
less than 0, the result of this calculation wil be O.
1.7 "Designated Dispatch Facilty" - Idao Power's Systems Operations Group, or any subsequent group
designated by Idao Power.
1.8 "Facilty" - That electrc generation facility described in Appendix B of this Agreement.
1.9 "Fuel Supply Agreement" - The agreement executed between the Seller and the fuel provider for the
Seller's Facilty.
1.10 "Fuel Supply Commitment" - The minimum amount of fuel from Ada County Landfill equal to 1100
scfm which is the required heat input to ru the Hidden Hollow Energy LLC Facilty at Naieplate
Capacity.
1.11 "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 delivering energy to Idao
Power's system at the Point of Delivery.
1.12 "Heavy Load Hours" - The daily hours beginng at 7:00 am, ending at 11:00 pm Mountain Time, (16
hours) excluding all hours on all Sundays, New Year Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Chrstmas.
1.13 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is more
paricularly described in paragraph 7.5 of this Agreement.
1.14 "Interconnection Facilties" - All equipment specified in Schedule 72.
1.15 "Initial Capacity Determination" - The process by which Idao Power confirms 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 Commission Order No. 29632.
1.16 "Light Load Hours" - The daily hours beginng at 11 :00 pm, ending at 7 :00 am Mountain Time (8
hours), plus all other hours on all Sundays, New Year Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Chrstmas.
1.17 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurng as a result of the
transformation and transmission of energy between the point where the Facility's energy is metered and
the point the Facility's energy is delivered to the Idaho Power electrical system. The loss calculation
formula wil be as specified in Appendix B of this Agreement.
1.18 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market Energy
Cost.
1.19 "Material Breach" - A Default (paragraph 19 .2.l) subject to pargraph 19.2.2.
1.20 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facilty wil be as specified in
Appendix B of this Agreement.
l.2l "Meterig 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 between the Seller's electric generation plant and the Idaho Power electrcal system.
l.22 "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
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Jones Mid-Columbia Index price is discontinued by the reporting agency, both Paries wil mutually
agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia Index. The selected
replacement index wil be consistent with other similar agreements and a commonly used index by the
electrical industry.
1.23 "Nameplate Capacity" -The full-load electrical quantities 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-amperers, kilowatts, volts or other appropriate
units. Usually indicated on a nameplate attached to the individual machine or device.
1.24 "Net Energy" - All ofthe electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Subject to the terms of this Agreement, Seller commits to deliver all
Net Energy to Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does
not include Inadvertent Energy.
1.25 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements of pargraph 5.2 have been completed.
1.26 "Point of Delivery" - The location specified in Appendix B, where Idao Power's and the Seller's
electrical facilities are interconnected and the energy from this Facility is delivered to the Idao Power
electrical system.
1.27 "Prudent Electrical Practices" - Those practices, methods and equipment that ar commonly and
ordinarily used in electrcal engineering and operations to operate electric equipment lawfully, safely,
dependably, efficiently and economically.
1.28 "Scheduled Operation Date" - The date specified in Appendix 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 of the date that the Seller anticipates that the Seller's Facility shall achieve the
Operation Date.
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1.29 "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.
1.30 "Season" - The three periods identified in paragrph 6.2.1 of this Agreement.
1.31 "Special Facilties" - Additions or alterations of transmission and/or distribution lines and transformers
as described in Schedule 72.
1.32 "Station Use" - Electric energy that is used to operate equipment that is auxliar or otherwise related to
the production of electricity by the Facilty.
1.33 "Surlus Energy" - Is (1) Net Energy produced by the Seller's Facilty and delivered to the Idaho Power
electrical system durg the month which exceeds 110% of the monthly Net Energy Amount for the
corresponding month specified in paragraph 6.2, or (2) if the Net Energy produced by the Seller's
Facilty and delivered to the Idaho Power electrical system durig the month is less than 90% of the
monthly Net Energy Amount for the corresponding month specified in paragraph 6.2, then all Net
Energy delivered by the Facilty to the Idaho Power electrcal system for that given month, or (3) all Net
Energy produced by the Seller's Facilty and delivered by the Facility to the Idaho Power electrical
system prior to the Operation Date.
1.34 "Total Cost of the Facility" - The total cost of structures, equipment and appurenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and represents to Idao Power that in enterig into
this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has investigated
and determined that it is capable of performing hereunder and has not relied upon the advice,
experience or expertise of Idaho Power in connection with the transactions contemplated by this
Agreement.
2.2 Seller Independent Experts - All professionals or experts includig, but not limited to engineers,
attorneys, or accountants tht Seller may have consulted or relied on in undertakng the trasactions
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contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARIES
3.1 No Warranty by Idaho Power - Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilties shall not be an endorsement or a confiration by Idaho Power and
Idaho Power makes no waranties, expressed or implied, regarding any aspect of Seller's design,
specifications, equipment or facilities, including, but not limited to, safety, durabilty, reliabilty,
strength, capacity, adequacy or economic feasibility.
3.2 Qualifyng Facility Status - Seller warts that the Facility is a "Qualifying Facilty," 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 Facilty status durg the term ofthis Agreement and
Seller's failure to maintain Qualifyng Facility status wil be a Material Breach of this Agreement.
Idao Power reserves the right to review the Facility's Qualifying Facility status and associated support
and compliance documents at anytime durig the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the Firt Energy Date and as a condition ofIdao 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, permits 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
Qualifying Facility.
4.1.2 Opinion of Counsel - Submit to Idao Power an Opinion Letter signed by an attorney admitted
to practice and in good standing in the State of Idao providing an opinon that Seller's licenses,
permts and approvals as set forth in pargraph 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 permits as of the date of the Opinion
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Letter. The Opinon Letter wil be in a form acceptable to Idao Power and wil acknowledge
that the attorney rendering the opinion understands that Idaho Power is relying on said opinion.
Idaho Power's acceptance of the form wil not be unreasonably withheld. The Opinion Letter
wil be governed by and shall be interpreted in accordace with the legal opinon accord of the
American Bar Association Section of Business Law (1991).
4.1.3 Intial Capacity Determination - Submit to Idao Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Deterination. Such data wil include but not
be limted to, Nameplate Capacity, equipment specifications, prime mover data, resource
charcteristics, 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 necessary, request
additional data to complete the Initial Capacity Determation within a reasonable time.
4.1.3.1 If the Maxium Capacity specified in Appendix B of this Agreement and the
cumulative manufactuer's Nameplate Capacity rating of the individual generation unts
at this Facility is less than 10 MW, the Seller shall submit detailed, manufacturer-
verifiable data of the Nameplate Capacity ratings of the actual individual generation
units to be installed at this Facility. Upon verification by Idao Power that the data
provided establishes the combined Nameplate Capacity rating of the generation units to
be installed 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 manufacturer's and engineerig documentation
that establishes the Nameplate Capacity of each individual generation unit that is included
within this entire Facility. Upon receipt of this 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 units.
4.1.5 Fuel Supply Agreement - Provide Idaho Power with a copy of the Fuel Supply Agreement
executed by the Seller and the fuel supplier in a form acceptable to Idaho Power. The terms and
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conditions within the Fuel Supply Agreement must be consistent with the ters and conditions
contained within this Agreement. Idao Power's acceptance wil not be uneasonably withheld.
4.1.6 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance (O&M)
Policy as described in Commission Order No. 21690. These certificates wil be in the form
specified in Appendix C but may be modified to the extent necessar to recognze the different
engineering disciplines providing the certificates.
4.1.7 Insurance - Submit written proof to Idaho Power of all insurance required in Aricle XIII.
4.1.8 Interconnection - Provide written confiration from Idaho Power's delivery business unit that
Seller has satisfied all interconnection requirements.
4.1.9 Network Resource Designation - The Seller's Facilty has been designated as a network
resource capable of deliverig firm energy up to the amount of the Maximum Capacity.
4.1.10 Written Acceptance - Request and obtain written confiration from Idao 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 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.
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c) Seller has demonstrated to Idao Power's satisfaction that the Facility is complete and able
to provide energy in a consistent, reliable and safe manner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confiration from Idao Power of the Operation Date. This
confirmation wil not be unreasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facilty to achieve the Operation Date on or before the
Scheduled Operation Date. Delays in the interconnection and trasmission network upgrade 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 accordace with this 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 Idao Power Delay Liquidated
Damages calculated at the end of each calendar month after the Scheduled Operation Date as
follows:
Delay Liquidated Damages are equal to ((Curent month's Initial Year Net Energy
Amount as specified in paragraph 6.2.1 divided by the number of days in the current
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 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:
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 within ninety (90) days following the Scheduled Operation
Date, such failure wil be a Material Breach and Idaho Power may termnate this Agreement at any time
until the Seller cures the Material Breach. Additional Delay Liquidated Damages beyond those
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calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the Delay Liquidated Damge
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 Idaho Power terminates this Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Damages or Delay Liquidated Damages within seven
(7) days of when Idaho Power calculates and presents any Delay Damages or Delay Liquidated
Damages bilings to the Seller. Seller's failure to pay these damages withi the specified time wil be a
Material Breach of ths Agreement and Idaho Power shall draw fuds from the Delay Security provided
by the Seller in an amount equal to the calculated Delay Damages or Delay Liquidated Damages.
5.6 The Paries agree that the damages Idaho Power would incur due to delay in the Facilty achieving the
Operation Date on or before the Scheduled Operation Date would be diffcult or impossible to predict
with certy, 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 Letter of
Understanding with Idaho Power that contains at minimum the following requirements:
a) Seller has filed for interconnection and is in compliance with all payments and
requirements of the interconnection process
b) Seller has received and accepted an interconnection feasibilty study for this
Facilty.
c) Seller has provided all inormation required to enable Idaho Power to file an initial
tramission capacity request.
d) Results of the intial transmission capacity request are known and acceptable to the
Seller.
e) Seller acknowledges responsibilty for all interconnection costs and any costs
associated with acquiring adequate firm transmission capacity to enable the project
to be classified as an Idaho Power firm network resource.
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f) If the Facility is located outside of the Idao Power servce terrtory, in addition to
the above requirements, the Seller must provide evidence that the Seller has
acquired firm transmission capacity from all required transmitting entities to deliver
the Facility's energy to an acceptable point of delivery on the Idaho Power
electrical system.
5.8 Within thiry (30) days of the date of a Commission order as specified in Aricle XXI approving this
Agreement the Seller shall post liquid security ("Delay Securty") in a form as described in Appendix D
equal to or exceeding the amount calculated in paragraph 5.8.1.
5.8.1 Delay Securty The greater of forty five dollars ($45) multiplied by the Maximum 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 fit
three full months following the estimated Scheduled Operation Date, the estimated kWh of
energy production as specified in paragraph 6.2.1 for those three months multiplied by the All
Hours Energy Price specified in pargraph 7.3 for each of those three months.
5.8.1.1 In the event (a) Seller provides Idaho Power with certification that (1) a generation
interconnection agreement specifyg 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 required interconnection costs, or (2) a generation interconnection
agreement is substantially complete and all material costs of interconnection have been
identified and agreed upon and the Seller is in compliance with all terms and
conditions of the generation interconnection agreement, the Delay Securty calculated
in accordance with pargrph 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 specified in
pargrph 5.8.1.1 and subsequently (1) at Seller's request, the generation
interconnection agreement specified in pargraph 5.8.1.1 is revised and as a result the
Facilty wil not achieve its Operation Date by the Scheduled Operation Date, or (2) if
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the Seller does not maintain compliance with the generation interconnection agreement,
the full amount of the Delay Securty as calculated in paragraph 5.8.1 wil be subject to
reinstatement and wil be due and owing within 5 business days from the date Idao
Power requests reinstatement. Failure to timely reinstate the Delay Security wil be a
Material Breach of this Agreement.
5.8.2 Idaho Power shall release any remaining security posted hereunder after all calculated Delay Damages
and/or Delay Liquidated Damages are paid in full to Idaho Power and the earlier of (l) 30 days after the
Operation Date has been achieved, or (2) 60 days after the Agreement has been termated.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptace 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 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 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 monthly
amounts:
6.2.1 Intial Year Monthly Net Energy Amounts:
Month kWh
Season 1
March
April
May
1,600,000
1,700,000
1,800,000
July
August
1,500,000
1,800,000
1,900,000
1,970,000
Season 2 November
December
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Season 3
June
September
October
Januar
Februar
1,700,000
1,700,000
1,970,000
1,600,000
1,450,000
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall intially provide Idaho Power with one
year of montWy generation estimates (Initial Year MontWy Net Energy Amounts) and
beginning at the end of month nine and every thee months thereafter provide Idaho Power with
an additional three months of forward generation estimates beyond those generation estimates
previously provided. This information wil be provided to Idao Power by written notice in
accordance with paragraph 25.1, no later than 5:00 PM of the 5th day following the end of the
previous month. If the Seller does not provide the Ongoing MontWy Net Energy Amounts in a
timely maner, Idaho Power wil use the most recent 3 months of the Intial Year Monthly Net
Energy Amounts specified in paragraph 6.2.1 for the next 3 months of montWy Net Energy
amounts.
6.2.3 Seller's Adjustment of Net Energy Amount
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in accordace
with paragraph 25.1, the Seller may revise all of the previously provided Initial Year
Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9th month after the Operation Date and at the end of
every third month thereafter: (l) the Seller may not revise the immediate next three
months of previously provided Net Energy Amounts, (2) but by written notice given to
Idaho Power in accordace with pargraph 25.1, no later than 5:00 PM of the 5th day
following the end of the previous month, the Seller may revise all other previously
provided Net Energy Amounts. Failure to provide timely written notice of changed
amounts wil be deemed to be an election of no change.
6.2.4 Idao Power Adjustment of Net Energy Amount - If Idaho Power is excused from accepting the
Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a Suspension of
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Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared Suspension of
Energy Deliveries is accepted by Idaho Power, the Net Energy Amount as specified in
paragraph 6.2 for the specific month in which the reduction or suspension under paragrph
l2.2.1 or 12.3.1 occurs wil be reduced in accordance with the following:
Where:
NEA Current Month's Net Energy Amount (Paragraph 6.2).
SGU a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value wil be
equal to the percentage of curtailment as specified by
Idao Power multiplied by the TGU as defied below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual generation unit size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
RSH Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under pargraph 12.2.1 or 12.3.1.
TH Actual total hours in the curent month.
Resulting formula being:
Adjusted
Net Energy = NEA
Amount - ( (SGU
TGU
X NEA ) X ( RSH
TH ) )
The Adjusted Net Energy Amount wil be used in applicable Surlus Energy calculations for only the
specific month in which Idaho Power was excused from accepting the Seller's Net Energy or the Seller
declared a Suspension of Energy.
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 (LO%) of the sum of the Initial Year Net Energy
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Amounts as specified in pargraph 6.2 shall constitute an event of default.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Base Energy Heayy Load Purchase Price - For all Base Energy received during Heavy Load Hours,
Idaho Power wil pay the non-levelized energy price in accordance with Commission Order 31025 and
adjusted in accordance with Commssion Order 30415 for Heavy Load Hour Energy deliveries with
seasonalization factors applied:
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Season 1 - (73.50 %)
Mils/kWh
44.04
46.52
49.26
51.86
54.66
57.66
59.39
61.09
62.93
64.75
66.62
68.84
71.15
73.55
76.05
78.64
80.85
83.12
85.46
87.88
90.37
93.72
Season 2 - (120.00 %)
Mils/kWh
71.90
75.95
80.43
84.68
89.24
94.14
96.96
99.73
102.75
105.71
108.77
112.40
116.17
120.09
124.16
128.40
131.99
135.70
139.53
143.47
147.54
153.01
Season 3 - (100.00 %)
Mils/kWh
59.91
63.30
67.02
70.56
74.37
78.45
80.80
83.11
85.62
88.09
90.64
93.66
96.81
100.07
103.47
107.00
109.99
l13.08
ll6.27
119.56
l22.95
127.51
7.2 Base Energy Light Load Purchase Price - For all Base Energy received durg Light Load Hours, Idaho
Power wil pay the non-levelized energy price in accordace with Commission Order 31025 and
adjusted in accordance with Commission Order 30415 for Light Load Hour Energy deliveries with
seasonalization factors applied:
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Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Season 1 - (73.50 %)
Mils/kWh
38.69
41.17
43.91
46.51
49.31
52.31
54.04
55.74
57.58
59.40
61.27
63.49
65.80
68.20
70.70
73.29
75.49
77.77
80.11
82.53
85.02
88.37
Season 2 - (120.00 %)
MiIs/kWh
63.16
67.22
71.69
75.94
80.50
85.41
88.23
91.00
94.01
96.97
LOO.03
103.66
107.43
11 1.35
115.42
119.66
123.26
126.97
130.79
134.74
138.81
144.27
Season 3 - (100.00 %)
Mils/kWh
52.63
56.02
59.74
63.28
67.09
71.17
73.52
75.83
78.34
80.81
83.36
86.38
89.53
92.79
96.19
99.72
102.71
105.80
108.99
112.28
115.67
120.23
7.3 All Hours Energy Price - The price to be used in the calculation of the Surlus Energy Price and Delay
Damage Price shall be the non-levelized energy price in accordace with Commission Order 31025 with
seasonalization factors applied:
Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
Season 1 - (73.50 %)
Mils/kWh
4l.66
44.14
46.88
49.48
52.28
55.28
57.01
58.71
60.55
62.36
64.24
Season 2 - (120.00 %)
Mils/kWh
68.01
72.07
76.54
80.79
85.35
90.25
93.08
95.85
98.86
101.82
104.88
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Season 3 - (100.00 %)
Mils/kWh
56.67
60.06
63.78
67.32
71.13
75.21
77.56
79.87
82.38
84.85
87.40
2021 66.46 108.51 90.42
2022 68.77 112.28 93.57
2023 71.17 116.20 96.83
2024 73.67 120.27 100.23
2025 76.26 124.51 103.76
2026 78.46 128.10 106.75
2027 80.74 131.81 109.85
2028 83.08 135.64 113.03
2029 85.50 139.59 l16.32
2030 87.99 143.66 119.71
2031 91.34 149.12 l24.27
7.4 Surlus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current month's
Market Energy Reference Price or the All Hours Energy Price specified in paragraph 7.3, whichever is
lower.
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
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 example 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 any payments due to Idao Power wil be
disbursed to the Seller within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Net Energy actually delivered to Idaho Power as specified in
Appendix A.
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7.7 Continuing Jurisdiction of the Commission. 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 Commission and Afton Energy, Inc., 107 Idaho 781, 693 P.2d 427
(1984), Idaho Power Company v. Idaho Public Utilties Commission, 107 Idaho 1122,695 P.2d 1 261
(1985), Afton Energy Inc, v. Idaho Power Company, 111 Idao 925, 729 P.2d 400 (1986), Section 210
of the Public Utilty Regulatory Policies Act of 1978 and 18 CFR §292.303-308
ARTICLE VII: ENVIRONMENTAL ATTRIUTES
8.1 Seller retains ownership under this Agreement of green tags and renewable energy certificates (RECs),
or the equivalent environiental attributes, directly associated with the production of energy from the
Seller's Facility sold to Idaho Power.
ARTICLE IX: FACILIT AN INERCONNCTION
9.1 Design of Facility - Seller wil design, construct, install, own, operate and mainta 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.
ARTICLE X: METERIG AN TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, install, and maintai Meterig
Equipment to be located at a mutually agreed upon location to record and measure power flows to Idaho
Power in accordace with this 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,
Inadvertent Energy and maximum energy deliveries (kW) at the Point of Delivery in a maner to
provide Idaho Power adequate energy measurement data to admnister 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, communcations and
telemetry equipment which wil be capable of providing Idao Power with continuous instataneous
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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 AN THIR PARTY AGREEMENT
11.1 Maintenance of Records - Seller shall maintai at the Facility or such other location mutually acceptable
to the Paries adequate total generation, Net Energy, Station Use, Inadvertent Energy and maximum
generation (kW) records in a form and content acceptable to Idaho Power.
11.2 Inspection and Audit - Either Pary, after reasonable notice to the other Party, shall have the right,
durig normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy, maximum generation (kW), landfill gas flow and landfill gas quality records
pertaining to the Seller's Facility.
11.3 Thid Party Agreement - Seller shall provide Idaho Power with a true and complete copy ofthe Third
Pary Agreement which shall remain in full force and effect for the term of this Agreement. Seller shall
not change or eliminate the Fuel Supply Commitment nor amend or termnate either the Third Pary
Agreement or Fuel Supply Agreement without the prior written consent of Idaho Power which shall not
be unreasonably withheld.
ARTICLE XII: OPERATIONS
12 .1 Communcations - Idaho Power and the Seller shall maintain appropriate operting communications
through Idaho Power's Designated Dispatch Facilty in accordace with Appendix A of this Agreement.
l2 .2 Energy Acceptance -
12.2.1 Idao Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facilty and delivered by
the Seller to the Point of Delivery, if it is prevented from doing so by an event of Force
Majeure, or temporary disconnection of the Facility in accordance with Schedule 72. If, for
reasons other than an event of Force Majeure, a temporar disconnection under Schedule 72
- l7-
exceeds twenty (20) days, beginng 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, curilment or reduction is terminated.
12.2.2 If, in the reasonable opinion ofIdaho Power, Seller's operation of the Facility or Interconnection
Facilities is unsafe or may otherwise adversely affect Idao Power's equipment, personnel or
servce to its customers, Idaho Power may temporarly disconnect the Facilty from Idao
Power's transmission/distribution system as specified within Schedule 72 or take 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.
Seller's failure to limit deliveries to the Maximum Capacity Amount wil be a Material Breach
of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facilty's energy, Idaho Power's daages shall be limited to only the value of the
estimated energy that Idaho Power was unable to accept. Idaho Power wil have no
responsibilty to pay for any other costs, lost revenue or consequential damages the Facilty may
incur.
12.3 Seller Declared Suspension of Energy Deliveries
12.3.1 If the Seller's Facilty experiences a forced outage due to equipment failure which is not caused
by an event of Force Majeure or by neglect, disrepair or lack of adequate preventative
maintenance of the Seller's Facility, Seller may, after givig notice as provided in paragraph
12.3.2 below, temporarly suspend all deliveries of Net Energy to Idaho Power from the Facility
or from individual generation unit(s) within the Facilty impacted by the forced outage for a
period of not less than 48 hours to correct the forced outage condition ("Declared Suspension of
Energy Deliveries"). The Seller's Declared Suspension of Energy Deliveries wil begi at the
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star of the next full hour following the Seller's telephone notification as specified in paragrph
l2.3.2 and wil continue for the time as specified (not less than 48 hours) in the wrtten
notification provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occurred, the Net Energy Amount wil be adjusted as specified in paragraph 6.2.4.
12.3.2 If the Seller desires to intiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller wil notify the Designated Dispatch Facilty by telephone. The
beging hour of the Declared Suspension of Energy Deliveries wil be at the earliest the next
full hour after makng telephone contact with Idaho Power. The Seller wil, withi 24 hour
after the telephone contact, provide Idaho Power a wrtten notice in accordance with XXV that
wil contain the beginng hour and duration of the Declared Suspension of Energy Deliveries
and a description of the conditions that caused the Seller to intiate a Declared Suspension of
Energy Deliveries. Idaho Power wil review the documentation provided by the Seller to
determine Idaho Power's acceptance of the described forced outage as qualifyg for a Declared
Suspension of Energy Deliveries as specified in paragraph 12.3.1. Idaho Power's acceptance of
the Seller's forced outage as an acceptable forced outage wil be based upon the clear
documentation provided by the Seller that the forced outage is not due do an event of Force
Majeure or by neglect, disrepair or lack of adequate preventative maintenance of the Seller's
Facilty.
12.4 Scheduled Maintenance - On or before Januar 31 of each calenda year, Seller shall submit a written
proposed maintenance schedule of signficant Facilty maintenance for that calenda year 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
consideration Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall uneasonably withhold acceptance of the proposed maintenance schedule.
12.5 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.
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12.6 Contact Prior to Curailment - Idaho Power wil make a reasonable attempt to contact the Seller prior to
exercising its rights to interrpt interconnection or curtail deliveries from the Seller's Facilty. Seller
understands that in the case of emergency circumstances, real time operations of the electrcal .system,
and/or unplaned events, Idaho Power may not be able to provide notice to the Seller prior to
interrption, curailment, or reduction of electrcal energy deliveries to Idaho Power.
ARTICLE XII: INEMNIFICATION AN INSURNCE
13.1 Indemnification - Each Pary shall agree to hold harless and to indemnfy the other Pary, its offcers,
agents, affiiates, subsidiares, parent company and employees against all loss, daage, expense and
liabilty to third persons for injur to or death of person or injur to property, proximately caused by the
indemnifying Pary's (a) constrction, ownership, operation or maintenace of, or by failure of, any of
such Pary's works or facilities used in connection with this Agreement, or (b) negligent or intentional
acts, errors or omissions. The indemnifyng Pary shall, on the other Pary's request, defend any suit
assering a claim covered by this indemnity. The indemnfyng Pary shall pay all documented costs,
including reasonable attorney fees that may be incured by the other Pary in enforcing this indemnity.
13.2 Insurance - Durig 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 injury and property daage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with curent Insurce Industry Utilty practices for similar
property.
13.2.2 The above insurance coverage shall be placed with an insurce company with an A.M. Best
Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liabilty
- 20-
reduced without sixty (60) days' prior written notice to Idao Power.
13.3 Seller to Provide Certificate of Insurce - As required in pargraph 4.1.5 herein and anually
thereafter, Seller shall furnsh Idaho Power a certificate of insurnce, together with the endorsements
required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idao Power of Loss of Coverage - If the insurance coverage required by pargraph
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 takng to reinstate the
coverage. Failure to provide this notice and to expeditiously reinstate or replace the coverage wil
constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAJEUR
l4.1 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, fie, flood,
storms, war, hostilties, civil strfe, strkes and other labor disturbances, earhquakes, fires, lightning,
epidemics, sabotage, or changes in law or regulation occurrng 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. Force Majeure does not include short-term
disruptions or curailment of the Facility's fuel supply. If either Pary is rendered wholly or in par
unable to perorm 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-performing Pary shall, as soon as is reasonably possible after the occurrence
of the Force Majeure, give the other Pary written notice describing the pariculars of
the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer duration
- 21-
than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurence causing the suspension
of performance and which could and should have been fuly performed before such
occurrence shall be excused as a result of such occurence.
ARTICLE XV: LIAILITY; DEDICATION
15.1 Limitation of Liability. Nothing in this Agreement shall be construed to create any duty to, any
standad of care with reference to, or any liability to any person not a Party to this Agreement. Neither
pary shall be liable to the other for any indirect, special, consequential, nor puntive daages, except as
expressly authorized by this Agreement. Consequential damages will include, but not be limited to, the
value of renewable energy certificates and, if the Facility is fueled (i.e. gases, waste, etc), any
diminution or loss of gas production or collection due to the inability of Idao Power to accept energy
from the Facilty.
15.2 Dedication. No undertaking 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 Party or 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 liabilties
of the Paries are intended to be several and not joint or collective. Nothing contained in this Agreement
shall ever be constred to create an association, trust, parnership or joint ventue or impose a trust 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 Agreement.
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ARTICLE XVII: WAIER
l7.l Any waiver at any time by either Party of its rights with respect to a default under this Agreement or
with respect to any other matters 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 Ths Agreement shall be construed and interpreted in accordace with the laws of the State of Idaho
without reference to its choice of law provisions.
18.2 Venue for any liigation arsing out of or related to ths Agreement wil lie in the District Cour of the
Fourh Judicial District ofIdaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arsing under this Agreement, including, but not limited to, the
interpretation of the ters and conditions of this Agreement, will be submitted to the Commission for
resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this Agreement
(an "event of default"), the nondefaulting Pary shall cause notice in writing to be given to
the defaulting Pary, specifying the manner in which such default occured. ¡fthe defaulting
Party shall fail to cure such default within the sixty (60) days after servce of such notice, or
if the defaulting Pary reasonably demonstrates to the other Party that the default can be
cured withi a commercially reasonable time but not withi such sixty (60) day period and
then fails to dilgently pursue such cure, then, the nondefaulting Pary may, at its option,
terminate this Agreement and/or pursue its legal or equitable remedies.
- 23-
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 Security 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 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 insurance coverage has been replaced or reinstated;
19.3.2 Engineer's Certifications - Every three (3) year after the Operation Date, Seller wil supply
Idaho Power with a Cerification of Ongoing Operations and Maintenance (O&M) from a
Registered Professional Engineer licensed in the State of Idaho, which Cerification 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
19.3.3 Licenses and Permits - Durig the ful term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this Agreement. In
addition, Seller wil supply Idaho Power with copies of any new or additional permits 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 maintain compliance with the permts and
licenses described in paragrph 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.
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ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shall become finally effective upon the Commission's approval of all ters 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 ratemaking puroses.
ARTICLE XXLL: SUCCESSORS AN ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be binding upon and inur to the benefit
of the respective successors and assigns of the Paries hereto, except that no assignent hereof by either
Party shall become effective without the wrtten consent of both Paries 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 utilty 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 aricle shall not prevent a financing entity with recorded or securd 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 financing entity that it is exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in wrting and signed by both Parties and
subsequently approved by the Commission.
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 Facilty or the Interconnection Facilties.
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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 confired with deposit in the U.S. Mail, firt-c1ass, postage prepaid, as
follows:
To Seller:
Original document to:
Controller
Fortistar Methane Group
One North Lexington Ave.
White Plains, New York 1 060 1
Telephone: [phone]
FAX: [phone]
E-mail: jmaurer&Jfortsitar.com
Copy of Document to:
Fortistar Methane Group
5087 Junction Road
Lockport, New York 14094
E-mail: tgesicki&Jfortistar.com
To Idao Power:
Original document to:
Senior Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idaho 83707
Email: LgrowtIidaopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
E-mail: rallphintIidaopower.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.
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ARTICLE XXVI: ADDITIONAL TERMS AN CONDITIONS
26.1 Ths Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
AppendixC
AppendixD
Generation Scheduling and Reporting
Facility and Point of Deliver
Engineer's Certifications
Forms of Liquid Securty
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceabilty of any other ters or provisions and this Agreement shall be constred 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 instruent.
ARTICLE XXIX: ENTIR AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Paries concerning the subject matter hereof and
supersedes all prior or contemporaneous oral or written agreements between the Paries concernng the
subject matter hereof.
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IN WITNESS WHEREOF, The Paries hereto have caused this Agreement to be executed in
their respective names on the dates set forth below:
Idaho Power Company
By lÎll L lJ. GaA)
V Lisa A. Grow
Sr. Vice President, Power Supply
By
Dated . /) t(
_Ii-' \ I Q
Dated
"Idaho Power"
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Hidden Hollow Energy 2 LLC
~
Thomas J. Gesicki
Presidentl)~I ~. .JO 10i
"Hidden Hollow 2 Energy LLC"
APPENDIX A
A -1 MONTLY POWER PRODUCTION AN SWITCHING 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, Idao 83707
The meter readings required on this report wil be the readings on the Idaho Power Meter Equipment measurg
the Facility's total energy production and Station Usage delivered to Idao Power and the maximum generation
(kW) as recorded on the Metering Equipment and/or any other required energy measurements to adequately
administer this Agreement. Ths 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 inormation that wil be gathered as
described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Producton
MONTHLY POWER PRODUCTION AND SWICHING REPORT
Project Name
Month Year
291Hidden Hollow Energy 2 LLC
Address
City Boise
10300 Seaman Gulch Road
Zip
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Openig Record
Date Time Meter
*Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facilty
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
7
State Idaho
Facilty
Output
Station
Usage
Project Number:
Phone Number:
83714
Station
Usage
Metered
Maximum Generation
kW
Net Generation
Breaker Closing Record
Date Time Meter*Reason
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switchig record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature
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Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idao Power wil use the provided Meterig and Telemetry equipment and processes to collect the
meter reading information from the Idaho Power provided Meterig 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
generation (kW) and any other required energy measurements to adequately administer this Agreement.
A-3 ROUTIN REPORTING
Once the Facilty has achieved its Operation Date and has operated in a reliable and consistent maner
for a reasonable period of time, the Parties may mutually agree to modify this Routine Reporting
requirement.
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-l093 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 information:
. Project Identification - Project Name and Project Number
. Approximate time outage occured
· Estimated day and time of project coming back online
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Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Thomas Mortensen
[phone]
Project On-site Contact information
Name:
Telephone Number:
Thomas Mortensen
[phone]
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APPENDIXB
FACILITY AN POIN OF DELIVERY
Project Name: Hidden Hollow Energy 2 LLC Landfill Gas Project
Project Number: 21615101
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 that existed under the current Fir Energy Sales Agreement dated October 11, 2005
consists of:
".... 2 Caterpilar; model G-3520C, generator sets with individual generator ratings of 1.6 MW
for each unit, for a total Facilty generator rating of3.2 MW. These unts are being fueled with
first 1100 scfm of landfill gas from the Hidden Hollow landfill."
The generation units being added under this Agreement are described as:
2 Caterilar, Model G-3520 C Engine - Generator sets with generator ratings of 1.6 MW for each unit,
for a total Facility Gross Rating of 3.2 MW. These unts wil be fueled with landfill gas from the
Hidden Hollow Landfill.
Var Capability (Both leading and laggng) Leading is '_ Lagging is '_
B-2 LOCATION OF FACILITY
Near: Boise, ID
Sections: _ll_ Township: _ 4N_ Range: IE County: Ada ID.
Description of Interconnection Location: Hidden Hollow Landfill, 10300 Seaman Gulch Road
Nearest Idaho Power Substation: Gary
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B-3
SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected Februar 28, 2012 as the Scheduled First Energy Date.
Seller has selected Februar 28,2012 as the Scheduled Operation Date.
In makig these selections, Seller recognzes that adequate testing of the Facilty and completion of all
requirements in pargraph 5.2 of this Agreement must be completed prior to the project being grted
an Operation Date.
B-4 MAXIMUM GROSS CAPACITY AMOUN:
This value wil be 3.2 MW which is consistent with the value provided by the Seller to Idao Power in
accordance with Schedule 72. This value is the maximum gross energy (MW) that potentially could be
delivered by the Seller's Facility to the Idaho Power electrcal system at any moment in time.
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 Idaho Power electrcal system. Schedule 72 wil determine the
specific Point of Delivery for this Facilty. The Point of Delivery identified by Schedule 72 wil become
an integral par of this Agreement.
B-6 LOSSES
If the Idao Power Metering equipment is capable of measuring 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
Facility. If the Idaho Power Metering Equipment is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrcal system at the Point of Delivery, a Losses calculation wil be
established to measure the energy losses (kWh) between the Seller's Facilty and the Idaho Power Point
of Delivery. This loss calculation wil be initially set at 2% of the kWh energy production recorded on
the Facilty generation metering equipment. At such time as Seller provides Idao Power with the
electrical equipment specifications (transformer loss specifications, conductor sizes, etc) of all of the
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electrical equipment between the Facilty and the Idaho Power electrcal system, Idaho Power wil
configue a revised loss calculation formula to be agred to by both paries and used to calculate the
kWh Losses for the remainig term of the Agreement. If at any time durng the term of this Agreement,
Idao Power determines that the loss calculation does not correctly reflect the actual kWh losses
attributed to the electrical equipment between the Facility and the Idao Power electrcal system, Idaho
Power may adjust the calculation and retroactively adjust the previous months kWh loss calculations.
B-7 METERIG AN TELEMETRY
Schedule 72 wil determine the specific metering and telemetry requirements for ths Facility. At the
minimum the Meterng Equipment and Telemetry equipment must be able to provide and record hourly
energy deliveries to the Point of Delivery and any other energy measurements required to administer
this Agreement. These specifications wil include but not be limited to equipment specifications,
equipment location, Idaho Power provided equipment, Seller provided equipment, and all costs
associated with the equipment, design and installation of the Idao Power provided equipment. Seller
wil arange for and make available at Seller's cost, communication circuit(s) compatible with Idaho
Power's communications equipment and dedicated to Idaho Power's use termating at the Idaho Power
facilities capable of providing Idaho Power with continuous instantaneous information on the Facilty's
energy production. Idao Power provided equipment will be owned and maintaied by Idao Power,
with total cost of purchase, installation, operation, and maintenance, including administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs wil be in accordance with Schedule
72 and the total metering cost wil be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until a Network Resource
Designation ("NR") application has been accepted by Idaho Power's delivery business unit. Federal
Energy Regulatory Commission ("FERC") rules require Idaho Power to prepare and submit the NR.
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Because much of the information Idao Power needs to prepare the NR is specific to the Seller's
Facilty, Idaho Power's ability to file the NR in a timely manner is contingent upon timely receipt of
the required information from the Seller. Prior to Idaho Power beginng 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 Agreement. Seller's fallure to provide complete
and accurate information in a timely manner can significantly impact Idaho Power's abilty and
cost to attain the NR designation for the Seller's Facilty and the Seller shall bear the costs of
any of these delays that are a result of any acton or inaction by the Seller.
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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:
l. That Engineer is a Licensed Professional Engineer in good standig in the State ofIdao.
2. That Engineer has reviewed the 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 Facility No. and is hereinafter refered to as the "Project."
4. That the Project, which is commonly known as the _Hidden Hollow Energy 2 LLC_Project, is located
in Section _11_ Township _ 4N _ Range _1 E -' Boise Meridian, Ada_County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrcal energy to
Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, constrction and operation of electric power
plants of the same tye as ths Project.
7. That Engineer has no economic relationship to the Design Engineer of this 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 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 paragrph 5.2 of the Agreement, is
relying on Engineer's representations and opinions contained in ths 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 MAIENANCE
The undersigned , on behalf of himself and
hereinafter collectively referred to as "Engineer," hereby states and cerifies to
the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engieer 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 Hidden Hollow Energy 2 LLC Project, is located in
Section 11 Township _ 4N_ Range _IE-, Boise Merdian, _Ada_ County, Idao.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrical energy to
Idao Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, constrction and operation of electric power
plants of the same type as ths 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 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 twenty
(20) years of the Agreement.
9. That Engineer recognizes that Idao Power, in accordace with paragrph 5.2 of the Agreement, is
relying on Engineer's representations and opinons contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P .E. Stap)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of hiself 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 standig in the State ofIdao.
2. That Engineer has reviewed the Firm 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 Facility No and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the _Hidden Hollow Energy 2 LLC_Project, is located
in Section _11_ Township _ 4N_ Range _1 E _' Boise Meridian, _Ada_County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrical energy to
Idao Power for a twenty (20) 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 of the plans and specifications independently.
8. That Engineer has reviewed the engineerng design and construction of the Project, including the civil
work, electrical work, generating equipment, prime mover conveyance system, Seller fuished Interconnection
Facilities and other Project facilties 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 Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent operation and
maintenance practices by Seller, the Project is capable of performng in accordance with the ters of the
Agreement and with Prudent Electrical Practices for a twenty (20) year period.
11. That Engineer recognzes that Idao Power, in accordace 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, tre and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P .E. Stap)
Date
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APPENDIXD
FORMS OF LIQUI SECURTY
The Seller shall provide Idaho Power with commercially reasonable securty instruents such as Cash
Escrow Securty, Guarantee or Letter of Credit as those terms are defined below or other forms of liquid
financial security that would provide readily available cash to Idao Power to satisfy the Delay Securty
requirement within this Agreement.
For the purose of ths 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 ofIdaho 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 Standad & Poor's
Corporation or Moody's Investor Services, Inc. shall be deemed to have acceptable financial
creditworthiess.
1. Cash Escrow Securty - Seller shall deposit funds in an escrow account established by the Seller in
a bankng institution acceptable to both Paries equal to the Delay Securty.
2. Guarantee or Letter of Credit Securty - Seller shall post and maintain in an amount equal to the
Delay Security: (a) a guaranty from a pary that satisfies the Credit Requirements, in a form
acceptable to Idaho Power at its discretion, or (b) a Letter of Credit in a form acceptable to Idaho
Power, in favor of Idao Power. The Letter of Credit wil be issued by a fiancial institution
acceptable to both paries.
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