20101230Application.pdf

1SIDA~POR(I
An IDACORP Company
DONOVAN E. WALKER
Senior Counsel
dwalkertæidahopower.com
December 29, 2010
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilties Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-10-62
IN THE MATTER OF THE APPLICATION OF IDAHO POWER COMPANY
FOR A DETERMINATION REGARDING THE FIRM ENERGY SALES
AGREEMENT FOR THE SALE AND PURCHASE OF ELECTRIC ENERGY
BETWEEN IDAHO POWER COMPANY AND GROUSE CREEK WIND
PARK 1/, LLC
Dear Ms. Jewell:
Enclosed for filing please find an original and seven (7) copies of Idaho Power
Company's Application in the above matter.
vtM--
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]
dwalker~idahopower.com
Inordstrom~idahopower.com
2aIBUEC 29 PH q.: 42
Attorneys for Idaho Power Company
Street Address for Express Mail:
1221 West Idaho Street
Boise, Idaho 83702
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-10-62
A DETERMINATION REGARDING THE )
FIRM ENERGY SALES AGREEMENT FOR ) APPLICATION
THE SALE AND PURCHASE OF ELECTRIC )
ENERGY BETWEEN IDAHO POWER )
COMPANY AND GROUSE CREEK WIND )PARK II, LLC. )
)
Idaho Power Company ("Idaho Powet' or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utilty Regulatory Policies Act of 1978
("PURPA"), hereby respectfully applies to the Idaho Public Utilties Commission ("I PUC"
or "Commission") for an Order accepting or rejecting the Firm Energy Sales Agreement
("FESA") between Idaho Power and Grouse Creek Wind Park II, LLC ("Grouse Creek II"
or "Sellet') under which Grouse Creek II would sell and Idaho Power would purchase
electric energy generated by the Grouse Creek II Wind project ("Facilty") located near
Lynn, Utah.
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 utiities
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. Grouse Creek II proposes to design, construct, install, own, operate, and
maintain a 21 megawatt ("MW") (Maximum Capacity Amount) wind generating facilty to
be located near Lynn, Utah. The Facility wil be a OF under the applicable provisions of
PURPA. The FESA for this Facilty, as well as the FESA for Grouse Creek Wind Park,
LLC, has been executed by Brett Woodard, of Wasatch Wind Intermountain, LLC, in his
capacity as Manager of the LLCs for each of the aforementioned projects.
3. On November 5, 2010, Idaho Power filed a Joint Petition and Motion
seeking a reduction in the published avoided cost rate eligibilty cap from 10 aMW to
100 kilowatts ("kW"). Case No. GNR-E-10-04. On December 3, 2010, the Commission
issued Order No. 32131 setting a Modified Procedure comment schedule with which to
APPLICATION - 2
develop a record for its decision regarding the Joint Petition and Motion's request to
lower the published avoided cost rate eligibilty cap. Initial comments were filed on
December 22,2010, Reply Comments are due January 19, 2011, and Oral Argument is
scheduled for January 27, 2011. The Commission also ordered that its decision
regarding whether to reduce the published avoided cost eligibilty cap become effective
on December 14, 2010.
4. Idaho Power has an obligation under federal law, FERC regulations, and
this Commission's Orders, that it has not been relieved of, to enter into power purchase
agreements with PURPA OFs. As stated in the Joint Petition filing, Idaho Power has
received a large amount, in terms of both volume and MWs, of requests from PURPA
OF developers demanding to enter into published avoided cost rate FESAs. The
Company continues to process these requests, in the ordinary course of business, and
file the same for review with this Commission, as is its legal obligation. However, the
request in this Application, as well as several other Applications that have been and wil
be filed over the course of the next couple of months, is made with the specific
reservation of rights and incorporation of the averments set forth in the Joint Petition
and the Company's Comments regarding the possible negative effects to the both the
utilty and its customers of additional and unfettered PURPA OF generation on system
reliabilty, utilty operations, and costs of incorporating and integrating such a large
penetration level of PURPA OF generation into the utilty's system.
5. As recently as November 2, 2010, in the Yellowstone Power case, the
Commission reiterated to Idaho Power that, "we intend for the Company to assist the
Commission in its gatekeeper role of assuring that utilty customers are not being asked
APPLICATION - 3
to pay more than the Company's avoided cost for the OF contracts. We expect Idaho
Power to rigorously review such contracts." Order No. 32104. Even though Idaho
Power is legally obligated to continue to negotiate, execute, and submit PURPA OF
contracts for Commission review, it also feels obligated to reiterate that the continuing
and unchecked requirement for the Company to acquire additional intermittent and
other OF generation regardless of its need for additional energy or capacity on its
system not only circumvents the Integrated Resource Planning process and creates
system reliabilty and operational issues, but it also increases the price its customers
must pay for their energy needs.
II. THE FIRM ENERGY SALES AGREEMENT
6. On December 28, 2010, Idaho Power and Grouse Creek II 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 31025. A copy of the FESA is attached to this Application as
Attachment NO.1. Under the terms of this FESA, Grouse Creek II 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"). This FESA was executed by Grouse Creek II on
December 20,2010. It was subsequently executed by Idaho Power on December 28,
2010, and now filed for the Commission's review on December 29,2010.
7. The nameplate rating of this Facilty is 21 MW. As defined in paragraph
1.17 and paragraph 4.1.3 of the FESA, Grouse Creek II wil be required to provide data
on the Faciliy that Idaho Power wil use to confirm that under normal and/or average
APPLICATION - 4
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.
8. 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, Grouse Creek II 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-10-15, IPC-E-10-16, IPC-E-10-17, IPC-E-10-18,
IPC-E-1 0-19, and IPC-E-10-22.
9. Grouse Creek II has elected June 1, 2013, as the Scheduled First Energy
Date and December 1, 2013, as the Scheduled Operation Date for this Facilty. See
Appendix B. Various requirements have been placed upon Grouse Creek II 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.
10. 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 Grouse Creek II.
APPLICATION - 5
11 . 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 the beginning stages of the generator interconnection
process. The Facilty is located outside of Idaho Powets service territory and thus must
complete the interconnection process with a different host utility. The FESA requires
the Seller to acquire interconnection and continuous firm transmission capacity to a
Point of Delivery on Idaho Powets system. PURPA OF generation must be designated
as a network resource ("DNR") on Idaho Powets system, which requires Idaho Power-
Power Supply to submit a Transmission Service Request ("TSR") on behalf of the
Facilty to Idaho Power Delivery. Resolution of any and all upgrades required to acquire
transmission capacity for this Facility's generation wil be required in order for this
Facilty to be designated as a network resource.
12. Seller has selected June 1, 2013, for the Scheduled First Energy Date and
December 1, 2013, as the Scheduled Operation Date. Grouse Creek II has been
advised that it is Grouse Creek II's responsibility to work with the interconnecting utilty
and Idaho Powets Delivery business unit to ensure that sufficient time and resources
wil be available to construct the interconnection facilties, and transmission upgrades if
required, in time to allow the Facilty to achieve the December 1, 2013, 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 Facilty
has advised Idaho Power that it is aware of these requirements and the accompanying
APPLICATION - 6
risk inherent in demanding to proceed with obligating itself to a Scheduled First Energy
Date and Scheduled Operation Date in the FESA without knowing what upgrades wil
be required, and what time frame the interconnection and potential system network
upgrades can be constructed within. Grouse Creek II has advised Idaho Power that is
has been advised of and is wiling to take the responsibilty and risk associated with
electing to proceed with this contract without knowledge of the requirements of
interconnection and possible transmission upgrades.
13. Grouse Creek II has also been made aware of and accepted the
provisions of the FESA and the Company's approved Tariff Schedule 72 regarding non-
compensated curtailment or disconnection of its Facilty should certain operating
conditions develop on the Company's system. According to the standard provisions in
Article Xli of the FESA, curtailment without compensation may occur if there is an event
of Force Majeure, a Forced Outage, or a temporary disconnection of the Facilty in
accordance with Tariff Schedule 72. If the generation from the Facilty wil have an
adverse effect upon Idaho Powets service to its customers, Idaho Power may
temporarily disconnect the Facilty from Idaho Power's transmission/distribution system
as specified within Schedule 72, or take such other reasonable steps as Idaho Power
deems appropriate. The parties' intent and understanding is that non-compensated
curtailment would be exercised when the generation being provided by the Facilty in
certain operating conditions exceeds or approaches the minimum load levels of the
Company's system such that it may have a detrimental effect upon the Company's
abilty to manage its thermal, hydro, and other resources in order to meet its obligation
to reliably serve loads on its system.
APPLICATION - 7
14. 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 Grouse Creek II for purchases of energy wil be
allowed as prudently incurred expenses for ratemaking purposes.
II. MODIFIED PROCEDURE
15. 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, i.e., 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 prepare and present its testimony in such hearing.
iv. COMMUNICATIONS AND SERVICE OF PLEADINGS
16. 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
dwalker~idahopower.com
Inordstrom~idahopower.com
Randy C. Allphin
Energy Contract Administrator
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
rallphin~idahopower.com
V. REQUEST FOR RELIEF
17. Idaho Power Company respectfully requests that the Commission issue
an Order: (1) authorizing that this matter may be processed by Modified Procedure; (2)
accepting or rejecting the Firm Energy Sales Agreement between Idaho Power
Company and Grouse Creek Wind Park II, LLC, without change or condition; and, if
accepted, (3) declaring that all payments for purchases of energy under the Firm
APPLICATION - 8
Energy Sales Agreement between Idaho Power Company and Grouse Creek Wind Park
II, LLC, be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 29th day of December 2010.
~è:ct~_
NOVAN E. WALKER
Attorney for Idaho Power Company
APPLICATION - 9
CERTIFICATE OF MAILING
I HEREBY CERTIFY that on the 29th 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:
Grouse Creek Wind Park II, LLC
Brett Woodard
Wasatch Wind Intermountain, LLC
2700 Homestead Road, Suite 210
Park City, Utah 84098
Hand Delivered
-X U.S. Mail
_ Overnight Mail
FAX
-X Email bwoodardcæwasatchwind.com~øtY
Donovan E. Walker ~
APPLICATION - 10
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-10-62
IDAHO POWER COMPANY
ATTACHMENT NO.1
FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AN
GROUSE CREEK WIN PAR II, LLC
TABLE OF CONTENTS
Aricle
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
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29
TITLE
Definitions
No Reliance on Idaho Power
Waranties
Conditions to Acceptance of Energy
Term and Operation Date
Puchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Transmission Agreement
Records
Operations
Reliability Management System
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
AppendixE
12/16/2010
FIR ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Grouse Creek Wind Park II
Project Number: 41455250
THIS AGREEMENT, entered into on this -. day of December, 2010 between
Grouse Creek Wind Park II, LLC (Seller), and IDAHO POWER COMPAN, an Idao corporation
(Idaho Power), hereinafter sometimes referred to collectively as "Paries" or individually as "Pary."
WITNESSETH:
WHEREAS, Seller wil design, construct, own, maintain and operate an electric generation
facilty; and
WHEREAS, Seller wishes to sell, and Idaho Power is wiling to purchase, firm electrc energy
produced by the Seller's Facilty.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Paries agree as follows:
ARTICLE I: DEFINTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanngs:
1.1 "Ancilar Servces" - Those services that are necessar to support the transmission of capacity
and energy from the resource to loads while maintaining reliable operation of the trasmission
providers transmission system in accordace with Good Utility Practice.
1.2 "Availability Shortfall Price" - The curent month's Mid-Columbia Market Energy Cost minus
the current month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this
calculation results in a value less than 15.00 Mils/kWh the result shall be 15.00 Mils/kWh.
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1.3 "Business Days" - means any calendar day that is not a Saturday, a Sunday, or a NERC
recognized holiday.
1.4 "Calculated Net Energy Amount" - A monthly estimate, prepared and documented after the fact
by Seller, reviewed and accepted by the Buyer that is the calculated monthly maximum energy
deliveries (measured in kWh) for each individual wind turbine, totaled for the Facility to
determine the total energy that the Facility could have delivered to the Trasmitting Entity for
delivery to Idaho Power durng that month based upon: (l) each wind tubines Nameplate
Capacity, (2) Sufficient Prie Mover available for use by each wind tubine durg the month,
(3) incidents of Force Majeure, (4) scheduled maintenance, or (5) incidents of Forced Outages
less Losses and Station Use. If the duration of an event characterized as item 3, 4 or 5 above
(measured on each individual occurrence and individual wind tubine) lasts for less than 15
minutes, then the event wil not be considered in this calculation. The Seller shall collect and
maintain actual data to support this calculation and shall keep this data for a mium of 3 years.
1.5 "Commission" - The Idao Public Utilties Commission.
1.6 "Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.7 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in pargraph 5.3,
5.4, 5.5 and 5.6.
1.8 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
1.9 "Delay Price" - The curent month's Mid-Columbia Market Energy Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agreement. If this calculation
results in a value less than 0, the result of this calculation wil be O.
1.10 "Designated Dispatch Facilty" - Idao Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
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1.11 "Effective Date" - The date stated in the openig paragrph of this Fir Energy Sales
Agreement representing the date upon which this Fir Energy Sales Agreement was fully
executed by both Paries.
1.12 "Facility" - That electrc generation facility described in Appendix B of this Agreement.
1.13 "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 begis deliverig energy to
the Idaho Power electrical system at the Point of Delivery.
1.14 "Forced Outage" - a parial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's abilty to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result ofIdaho Power or Facility: 1)
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curilment order, or 3) 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 of the Facilty or
electrical lines required to serve this Facilty. The Parties shall make commercially reasonable
efforts to perform this unplanned preventative maintenance during periods of low wind
availabilty.
1.15 "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 Years Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving and Chrstmas.
1.16 "Idao Power Electrical System Control Area" or "Control Area" - The geographical area of
integrated transmission and generation controlled by Idaho Power for which Idaho Power is
responsible for scheduling interchanges with other control areas and balancing supply and
demand within the area. The Control Area may include physical locations and/or electrical
systems not sered or owned by Idaho Power, but which are dependent upon Idaho Power's
operation of its generation and transmission to balance supply and demand.
- 3 -
1.17 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more paricularly described in paragrph 7.5 of this Agreement.
1.18 "Initial Capacity Determination" - The process by which Idaho Power confirms that under
normal or average design conditions the Facilty wil generate at no more than ten (10) average
MW per month and is therefore eligible to be paid the published rates in accordance with
Commission Order No. 29632.
1.19 "Light Load Hours" - The daily hours beginning 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, Thansgiving and Chrstmas.
1.20 "Losses" - The loss of electrical energy expressed in kilowatt hour (kWh) occurg 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 electrcal system by
the Transmitting Entity. The loss calculation formula wil be as specified in Appendix B of ths
Agreement.
1.21 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.22 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.23 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facilty wil be as
specified in Appendix B of this Agreement.
1.24 "Mechanical Availabilty" - The percentage amount calculated by Seller within five (5) days after
the end of each month of the Facility's monthly actual Net Energy divided by the Facility's
Calculated Net Energy Amount for the applicable month. Any damages due as a result of the
Seller fallng short of the Mechanical Availabilty Guarantee for each month shall be determined
in accordance with paragraph 6.4.4.
1.25 "Mechanical Availabilty Guarantee" shall be as defied in paragrph 6.4.
1.26 "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
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energy. If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both
Paries wil mutually agree upon a replacement index, which is similar to the Dow Jones Mid-
Columbia Index. The selected replacement index wil be consistent with other simlar agreements
and a commonly used index by the electrical industry.
1.27 "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-amperes, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.28 "Net Energy" - All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh), which the Transmitting Entity delivers to Idaho Power on the
Seller's behalf, that is less than or equal to the Nameplate Capacity. Seller commits to deliver all
energy produced by the Facility, less Station Use, and Losses, to the Transmitting Entity for
delivery by the Transmitting Entity to Idaho Power at the Point of Delivery for the full term of the
Agreement. Net Energy does not include Inadvertent Energy.
1.29 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
1.30 "Point of Delivery" - The location specified in Appendix B, where the Trasmitting Entity
delivers the Facilty's Net Energy and Inadvertent Energy to the Idaho Power electrical system.
1.31 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarly used in electrcal engineerng and operations to operate electric equipment lawfuly,
safely, dependably, efficiently and economically.
1.32 "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 Facilty
shall achieve the Operation Date.
1.33 "Season" - The three (3) periods identified in paragraph 6.2.1 of this Agreement.
- 5 -
1.34 "Station Use" - Electrc energy that is used to operate equipment that is auxiliar or otherwise
related to the production of electricity by the Facility. As this Facility is not located in the
Idaho Power service terrtory, Idaho Power has no responsibilty or ability to provide Station Use
to this Facilty.
1.35 "Sufficient Prime Mover" means wind speed that is (1) equal to or greater than the generation
unit's manufacturer-specified minimum levels required for the generation unit to produce energy,
and (2) equal to or less than the generation unit's manufacturer-specified maximum levels at
which the generation unit can safely produce energy.
1.36 "Surlus Energy" - All Net Energy produced by the Seller's Facility and delivered by the
Transmitting Entity on the Seller's behalf to the Idaho Power electrical system prior to the
Operation Date.
1.37 "Total Cost of the Facility" - The total cost of structurs, equipment and appurenances.
1.38 "Transmitting Entity" - The signatory(s) (other than the Seller) to the Transmission Agreement
referred to in paragraph 9.1 and its successors and assigns.
1.39 "Wind Energy Production Forecast" - A forecast of energy deliveries from this Facility provided
by an Idaho Power administered 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 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 Idao Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertking the
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transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARTIES
3.1 No Waranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confiration by Idaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilties, including, but not limited to, safety,
durability, reliability, strength, capacity, adequacy or economic feasibilty.
3.2 Qualifying Facility Status - Seller warts that the Facility is a "Qualifyg Facility," as that term
is used and defined in 18 CFR 292.201 et seq. After intial qualification, Seller wil take such
steps as may be required to maintain the Facility's Qualifyng Facility status durng the term of
this Agreement and Seller's failure to maintain Qualifyng Facility status wil be a Material
Breach of this Agreement. Idaho Power reserves the right to review the Facility's Qualifying
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 Prior to the First Energy Date and as a condition of Idaho 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 Facilty.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinon Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, perits and approvals as set forth in paragrph 4.1.1 above are legally
and validly issued, are held in the name of the Seller and, based on a reasonable
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independent review, counsel is of the opinion that Seller is in substantial compliance with
said permits as of the date of the Opinion Letter. The Opinion Letter wil be in a form
acceptable to Idaho Power and wil acknowledge that the attorney renderig the opinion
understands that Idaho Power is relying on said opinion. Idao Power's acceptance of the
form wil not be uneasonably withheld. The Opinon Letter wil be governed by and
shall be interpreted in accordance with the legal opinion accord of the American Bar
Association Section of Business Law (1991).
4.1.3 Initial Capacity Determination - Submit to Idaho Power such data as Idao Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource characteristics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power wil review the provided data
and if necessary, request additional data to complete the Intial Capacity Determintion
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufactur Nameplate Capacity rating of the individual generation
units at this Facility is less than ten (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
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the generation units to be installed at this Facilty is less than ten (10)
MW, it wil be deemed that the Seller has satisfied the Initial Capacity
Determination for this Facility.
4.1.4 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineerig
documentation that establishes the Nameplate Capacity of each individual generation unt
that is included within this entire Facility. Upon receipt of this data, Idaho Power shall
review the provided data and determne if the Nameplate Capacity specified is reasonable
- 8 -
based upon the manufacturer's specified generation ratings for the specific generation
units.
4.1.5 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
recognize the different engineering disciplines providing the certificates.
4.1.6 Insurance - Submit written proof to Idaho Power of all insurance required in Aricle XII.
4.1.7 Trasmission Agreement - Provide Idaho Power with a copy of (l) the Transmission
Agreement executed by the Seller and the Trasmitting Entity in a form acceptable to
Idaho Power and (2) confirmation that the Idaho Power delivery business unit has agreed
to accept the Net Energy deliveries at the Point of Delivery in an amount up to the
Maximum Capacity Amount. Idao Power's acceptance wil not be uneasonably
withheld and if the Facilty is located outside of the Idaho 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
Facilty's energy to an acceptable point of delivery on the Idaho Power electrical system.
4.1.8 Network Resource Designation - The Seller's Facility has been designated as an
Idao Power network resource capable of delivering firm energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.8.1 Seller has provided all information required to enable Idao Power to fie an
initial transmission capacity request.
a) Results of the initial transmission capacity request are known and acceptable
to the Seller.
b) Seller acknowledges responsibility for all interconnection costs and any costs
associated with acquirg adequate firm transmission capacity to enable the
project to be classified as an Idaho Power designated firm network resource.
- 9-
4.1.9 Ancilary Servces - The Seller shall provide documentation and evidence that at the
Seller's expense the Seller has aranged for and secured Ancilar Servces for ths
Facility for the full Term of this Agreement.
4.1.10 Written Acceptance - Request and obtain written confiration from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confiration 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 Ter - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
5.2 Operation Date - The Operation Date may occur only after the Facilty has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idao Power has
been received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and
able to provide energy in a consistent, reliable and safe maner.
d) Seller has requested an Operation Date from Idao Power in a wrtten format.
e) Seller has received written confiration from Idaho Power of the Operation Date.
This confirmation wil not be uneasonably withheld by Idaho Power.
5.3 Operation Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process by any party (i.e. Seller, Idao Power, host utilty,
Transmitting Entity(s), etc) 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
- 10-
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 Idaho 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 paragrph 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 within ninety (90) days following the Scheduled
Operation Date, the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to those provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($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 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 ninety (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 daages within the
specified time wil be a Material Breach of this Agreement and Idaho Power shall draw funds
from the Delay Security provided by the Seller in an amount equal to the calculated Delay
Damages or Delay Liquidated Damages.
- 11 -
5.6 The Paries agree that the damages Idao Power would incur due to delay in the Facilty
achievig the Operation Date on or before the Scheduled Operation Date would be diffcult 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 Letter
of Understading with Idaho Power that contains at minimum the following requirements:
a) Seller has fied for interconnection and is in compliance with all payments
and requirements of the interconnection process, and
b) Seller has provided all information required to enable Idaho Power to fie an
initial transmission capacity request.
5.8 Within thirty (30) days of the date of a final non-appealable Commission 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 paragrph 5.8.1.
Failure to post this Delay Securty in the time specified above wil be a Material Breach of this
Agreement and Idaho Power may terminate this Agreement.
5.8.1 Delay Security The greater of forty-five dollars ($45) multiplied by the Maximum
Capacity with the Maximum Capacity being measured in kW or the sum of thee 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 paragraph 6.2.1 for those
three months multiplied by the All Hour Energy Price specified in paragraph 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 and Trasmission Agreement specifyg
a schedule that wil enable this Facility to achieve the Operation Date no later
than the Scheduled Operation Date has been completed and the Seller has paid all
- 12 -
required interconnection and transmission costs, or (2) a Generation
Interconnection Agreement and Transmission Agreement are substantially
complete and all material costs of interconnection and trsmission have been
identified and agreed upon and the Seller is in compliance with all terms and
conditions of the Generation Interconnection Agreement and the Transmission
Agreement, the Delay Securty calculated in accordace with pargraph 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 Security as specified
in paragraph 5.8.1.1 and subsequently (1) at Seller's request, the Generation
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 Operation
Date, or (2) if the Seller does not maintain compliance with the Generation
Interconnection Agreement, the full amount of the Delay Securty as calculated
in paragraph 5.8.1 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 this
Agreement.
5.8.2 Idaho Power shall release any remaining securty posted hereunder after all calculated
Delay Damages and/or Delay Liquidated Damages are paid in full to Idaho Power at the
earlier of: 1) thiy (30) days after the Operation Date has been achieved, or 2) sixty (60)
days after the Agreement has been terminated.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either Pary's performance is excused as
provided herein, Idaho Power wil purchase and Seller wil sell all of the Net Energy produced by
the Facilty and delivered by the Transmitting Entity to Idaho Power at the Point of Delivery. All
Inadvertent Energy produced by the Facility wil also be delivered by the Transmitting Entity to
- 13 -
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 Transmitting Entity on behalf of
the Seller to the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and the Trasmitting Entity shall deliver Net
Energy in the following monthly amounts. These amounts shall be consistent with the
Mechanical Availabilty Guarantee.
6.2.1 Initial Year Monthly Net Energy Amounts:
Season 1
Season 2
Season 3
Month kWh
March 7,440,000
April 5,614,100
May 4,547,000
July 1,524,500
August 2,513,400
November 6,686,300
December 6,941,400
June 6,405,000
September 3,566,300
October 6,306,500
Januar 6,178,900
Februar 6,720,000
6.3 Unless excused by an event of Force Majeure, Seller's failure to produce and/or the Transmitting
Entity(s) failure to deliver Net Energy in any Contract Yea in an amount equal to at least ten
percent (10%) of the sum of the Initial Year Monthly Net Energy Amounts as specified in
paragraph 6.2 shall constitute an event of default.
6.4 Mechanical Availabilty Guarantee - Afer the Operational Date has been established, the Facility
shall achieve a minimum monthly Mechanical Availabilty of 85% for the Facility for each month
durng the full term of this Agreement (the "Mechanical Availabilty Guarntee"). Failure to
achieve the Mechanical Availabilty Guarantee shall result in Idaho Power calculating damages as
specified in paragraph 6.4.4.
6.4.1 At the same time the Seller provides the Monthly Power Production and Availabilty
- 14-
Report (Appendix A), the Seller shall provide and certify the calculation of the Facilty's
current month's Mechanical Availabilty. The Seller shall include a 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 maintain and retain for thee (3) 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 Facility's Mechancal Availabilty at reasonable times at the Seller's
offices.
6.4.4 If the current month's Mechanical Availabilty is less than the Mechanical Availabilty
Guarantee, damages shall be equal to:
((85 percent of the month's Calculated Net Energy Amount) minus the
month's actual Net Energy deliveries) multiplied by the Availabilty Shortfall
Price.
6.4.5 Any damages calculated in paragraph 6.4.4 wil be offset against the curent month's
energy payment. If an unpaid balance remains after the damages are offset against the
energy payment, the Seller shall pay in full the remaining balance within thirty (30) days
of the date of the invoice.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Net Energy received durng Heavy Load Hour,
Idaho Power wil pay the non-Ievelized energy price in accordance with Commission Order
31025 adjusted in accordace with Commission Order 30415 for Heavy Load Hour Energy
deliveries, adjusted in accordance with Commission Order 30488 for the wind integration charge,
and with seasonalization factors applied:
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Year
Season 1 - (73.50 %)
Mils/kWh
Season 2 - (120.00 %)
Mils/kWh
Season 3 - (100.00 %)
Mills/kWh
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 Purchase Price - For all Net Energy received durg Light Load Hours, Idaho Power
wil pay the non-Ievelized energy price in accordance with Commssion Order 31025 adjusted in
accordance with Commssion Order 30415 for Light Load Hour Energy deliveries, adjusted in
accordance 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
35.59
37.88
40.40
42.79
45.37
48.13
58.11
61.84
65.95
69.86
74.06
78.91
48.42
51.54
54.96
58.22
61.72
65.48
- 16-
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 Hours Energy Price - The price to be used in the calculation of the Surlus Energy Price and
Delay Price shall be the non-Ievelized energy price in accordance with Commission Order 31025
adjusted in accordance with Commission Order 30488 for the wind integrtion charge,and with
seasonalization factors applied:
Season 1 - (73.50 %)Season 2 - (120.00 %)Season 3 - (100.00 %)
Year Mils/kWh Mils/kWh Mils/kWh
2010 38.33 62.57 52.14
2011 40.61 66.30 55.26
2012 43.13 70.42 58.68
2013 45.52 74.33 61.93
2014 48.10 78.85 65.44
2015 50.86 83.75 69.19
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
- 17 -
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 Surplus Energy Price - For all Surlus Energy, Idao Power shall pay to the Seller the curent
month's Market Energy Reference Price or the All Hours Energy Price specified in paragraph
7.3, whichever is lower.
7.5 Inadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facilty, expressed in kWh,
which the Transmitting Entity(s) delivers on the Seller's behalf 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 hour times 10,000 kW = 7,440,000 kWh. Energy delivered in Januar in excess
of7,440, 000 kWh in this example would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
10 average MW and therefore does not intend to generate Inadvertent Energy,
Idaho Power wil accept Inadvertent Energy that does not exceed the Maximum
Capacity Amount but wil not purchase or pay for Inadvertent Energy.
7.6 Payment Due Date - Undisputed Energy payments, less the Wind Energy Production Forecasting
Monthly Cost Allocation (MCA) described in Appendix E and any other payments due Idaho
Power, wil be disbursed to the Seller withi thiry (30) days of the date which Idaho Power
receives and accepts the documentation of the monthly Mechanical Available Guaratee and the
Net Energy actually delivered to Idaho Power as specified in Appendix A.
7.7 Continuing Jursdiction 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 accordace with
Idaho Power Company v. Idaho Public Utilties Commission and Afton Energy, Inc., 107 Idaho
- 18 -
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commssion, 107
Idaho 1122,695 P.2d 1261 (1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idaho 925,
729 P .2d 400 (1986), Section 210 of the Public 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 Idaho Power.
ARTICLE IX: TRASMISSION AGREEMENT
9.1 Transmission Agreement - The Seller wil arange and pay for the delivery of Net Energy and
Inadvertent Energy over the facilities of the Trasmitting Entity(s) (Bonneville Power
Admistration) to the Point of Delivery. The delivery of Net Energy and Inadvertent Energy
from the Facilty to the Idaho Power Point of Delivery shall be in accordance with the terms and
conditions of a Transmission Agreement between the Seller and the Transmitting Entities. The
Trasmission Agreement must provide for continuous firm transmission capacity on the
Trasmitting Entities system for no less than the Maximum Capacity Amount and for the full
Ter of this Agreement.
9.2 Acceptace of Transmission Agreement - This Agreement is expressly conditioned and
contingent upon Idaho Power's acceptance of the Transmission Agreement. Such acceptance wil
not be unreasonably withheld. A default by Seller under the Transmission Agreement wil be a
Material Breach under this Agreement.
9.3 Losses - Idaho Power wil only purchase the Net Energy that is delivered by the Transmitting
Entity to Idaho Power at the Point of Delivery. Losses wil be calculated as provided in
Appendix B of this Agreement.
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9.4 Required Transmission Agreement provisions for Facilities not located withi the Idaho Power
Electrical System Control Area -
If the Facilty is not located within the Idao Power Electrical System Control Area, the
following requirements must be contained within the Transmission Agreement (s);
9.4.1 Scheduling and delivery of Net Energy- The Trasmission Agreement shall
include provisions that require the Trasmitting Entity(s) to schedule and deliver
the Facility's energy to Idaho Power in accordance with industry standad
Western Electricity Coordinating Council (WECC) scheduling processes and
procedures.
9.4.2 Energy Reserve Requirements - The Trasmitting Entity(s) wil provide all
generation reserves as required by the WECC and/or as required by any other
governing agency or industr standad to deliver the Net Energy to the specified
Point(s) of Delivery.
9.4.3 Documentation - Seller and/or the Transmitting Entity wil provide Idao Power
with monthly documentation in a form acceptable to Idaho Power showing the
amount of energy scheduled and delivered to Idao Power on an hourly basis.
If the Facility is located within the Idaho Power Electrical System Control Area but not
within the Idaho Power servce terrtory a combination of, energy scheduling, meterig
and telemetry equipment meeting Idaho Power standards shall be required to be in place
that wil provide Idaho Power accurte instantaneous Net Energy deliveries being made
to Idaho Power at the Point of Delivery at any moment in time as well as the capability to
record the Net Energy deliveries for an extended period of time to provide the necessar
Net Energy delivery data to administer this Agreement. The Seller shall be responsible
for making all necessary arngements and for the cost of this process and equipment.
The specific equipment and schedule process shall be specified in more detail in
Appendix B of this Agreement.
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ARTICLE X - RECORDS
10.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content acceptable to Idao Power.
10.2 Inspection - Either Party, after reasonable notice to the other Pary, shall have the right, durg
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use,
Inadvertent Energy and maximum generation (kW) records pertaining to the Seller's Facilty.
ARTICLE XI: OPERATIONS
11.1 Communications - Idaho Power, the Transmitting Entity(s) and the Seller shall maintain
appropriate operating communications through Idaho Power's Designated Dispatch Facilty in
accordance with Appendix A of this Agreement.
11.2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherise been produced by the Facility and
delivered by the Transmitting Entity(s) on behalf of the Seller to the Point of Delivery, if
it is prevented from doing so by an event of Force Majeure, Forced Outage or if
Idaho Power determines that curailment, interrption or reduction of Net Energy or
Inadvertent Energy deliveries is necessar because of line constrction, electrcal system
maintenance requirements, emergencies, electrical system operating conditions, or
electrical system reliabilty emergencies on its system or as otherwise required by
Prudent Electrical Practices. If, for reasons other than an event of Force Majeure or a
Forced Outage, a temporar disconnection that exceeds twenty (20) days, beging with
the twenty-first day of such interrption, curtailment 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 paragrph 6.2. Idaho Power wil notify
Seller when the interrption, curtailment or reduction is termnated.
- 21 -
11.2.2 Under no circumstances wil the Transmitting Entity(s) on Seller's behalf deliver Net
Energy and/or Inadvertent Energy from the Facilty to the Point of Delivery in an amount
that exceeds the Maximum Capacity Amount at any moment in time. Either the
Trasmitting Entity(s) or Seller's failure to limit deliveries to the Maximum Capacity
Amount wil be a Material Breach of this Agreement.
11.2.3 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facilty's energy, Idao Power's damages 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 daages the
Facilty may incur.
11.3 Scheduled Maintenance - On or before Januar 31 st of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility and/or Transmitting Entity
maintenance for that calendar year and Idaho Power, Seller and Transmitting Entity shall
mutually agree as to the acceptabilty of the proposed schedule. The Paries determination as to
the acceptability of the Seller's timetable for scheduled maintenance wil tae into consideration
Prudent Electrcal Practices, Idao Power system requirements and the Seller's prefered
schedule. Neither Pary shall uneasonably withhold acceptance of the proposed maintenance
schedule.
11.4 Maintenance Coordination - The Seller, Idao Power and the Transmitting Entity(s) shall, to the
extent practical, coordinate their respective line and Facilty maintenance schedules such that they
occur simultaneously.
11.5 Contact Prior to Curilment - Idaho Power wil make a reasonable attempt to contact the Seller
and/or the Transmitting Entity prior to exercising its rights to curail, interrpt or reduce
deliveries from the Trasmitting Entity from the Seller's Facility. Seller and the Transmitting
Entity understand that, in the case of emergency circumstances, real time operations of the
electrical system, and/or unplaned events Idaho Power may not be able to provide notice to the
Seller or the Transmitting Entity prior to interrption, curtailment, or reduction of electrical
- 22-
energy deliveries to Idaho Power.
ARTICLE XII: RELIAILITY MANAGEMENT SYSTEM
If the Facility is not located within the Idaho Power Electrical System Control Ara, the Seller wil be
required to comply with the Reliabilty Management processes of the control area operator having control
of the specific location of the Facilty and this Aricle XII wil not apply. If the Facilty is located within
the Idaho Power Control Area, the Seller is required to comply with the following:
12.1 Puose. In order to maintain the reliable operation of the transmission grd, the WECC
Reliability Criteria Agreement sets forth reliabilty criteria adopted by the WECC to which Seller
and Idaho Power shall be required to comply. Seller acknowledges receipt and understanding of
the WECC Reliabilty Criteria Agreement and how it pertins to the Seller's Facilty.
12.2 Compliance. Seller shall comply with the requirements of the WECC Reliability Criteria
Agreement, including the applicable WECC reliability criteria set forth in Section IV of Anex A
thereof, and, in the event of failure to comply, Seller agrees to be subject to the sanctions
applicable to such failure. Such sanctions shall be assessed pursuant to the procedures contaied
in the WECC Reliabilty Criteria Agreement. Each and all of the provisions of the WECC
Reliabilty Criteria Agreement are hereby incorporated by reference into this Aricle XII as
though set forth fully herein, and Seller shall for all puroses be considered a Paricipant, and
shall be entitled to all of the rights and privileges and be subject to all of the obligations of a
Paricipant, under and in connection with the WECC Reliability Criteria Agreement, including,
but not limited to the rights, privileges and obligations set fort in Sections 5, 6 and 10 of the
WECC Reliability Criteria Agreement.
12.3 Payment of Sanctions. Seller shall be responsible for reimburing Idaho Power for any monetary
sanctions assessed against Idaho Power by WECC due to the action or inaction of the Seller,
pursuant to the WECC Reliabilty Criteria Agreement. Seller also shall be responsible for
payment of any monetary sanction assessed against the Seller by WECC pursuant to the WECC
Reliability Criteria Agreement. Any such payment shall be made pursuant to the procedures
- 23-
specified in the WECC Reliabilty Criteria Agreement.
12.4 Transfer of Control or Sale of Generation Facilities. In any sale or transfer of control of any
generation facilties subject to this Agreement, Seller shall, as a condition of such sale or trasfer,
require the acquirig party or transferee with respect to the transferred facilities either to assume
the obligations of the Seller with respect to this Agreement or to enter into an agreement with
Idao Power imposing on the acquirng pary or transferee the same obligations applicable to the
Seller pursuant to this Aricle XII.
12.5 Publication. Seller consents to the release by the WECC of information related to the Seller's
compliance with this Agreement only in accordace with the WECC Reliabilty Criteria
Agreement.
12.6 Thid Paries. Except for the rights and obligations between the WECC and the Seller specified
in this Aricle XII, this Agreement creates contractual rights and obligations solely between the
Parties. Nothing in this Agreement shall create, as between the Paries or with respect to the
WECC: (a) any obligation or liabilty whatsoever (other than as expressly provided in this
Agreement), or (b) any duty or standard of care whatsoever. In addition, nothing in this
Agreement shall create any duty, liability or standad of care whatsoever as to any other par.
Except for the rights, as a third-pary beneficiar under this Aricle XII, of the WECC against the
Seller for the Seller, no third pary shall have any rights whatsoever with respect to enforcement
of any provision of this Agreement. Idaho Power and the Seller expressly intend that the WECC
is a third-party beneficiar to this Aricle XII, and the WECC shall have the right to seek to
enforce against the Seller any provision of this Aricle XII, provided that specific performance
shall.be the sole remedy available to the WECC pursuant to Aricle XII of this Agreement, and
the Seller shall not be liable to the WECC pursuant to this Agreement for daages of any kind
whatsoever (other than the payment of sanctions to the WECC, if so construed), whether diect,
compensatory, special, indiect, consequential, or puntive.
12.7 Reserved Rights. Nothing in the Aricle XII of this Agreement or the WECC Reliabilty Criteria
Agreement shall affect the right ofIdao Power, subject to any necessar regulatory approval, to
- 24-
take such other measures to maintain reliabilty, including disconnection that Idao Power may
otherwise be entitled to take.
12.8 Termination of Aricle XII. Seller may terminate its obligations pursuant to this Aricle XII:
12.8.1 If after the effective date of this Aricle XII, the requirements of the WECC Reliability
Criteria Agreement applicable to the Seller are amended so as to adversely affect the
Seller, provided that the Seller gives fifteen (15) days' notice of such termation to
Idaho Power and WECC within forty-five (45) days of the date of issuance of a FERC
order accepting such amendment for filing, provided fuher that the forty-five (45) day
period within which notice of termination is required may be extended by the Seller for
an additional forty-five (45) days if the Seller gives wrtten notice to Idaho Power of such
requested extension within the initial forty-five (45) day period; or
12.8.2 For any reason on one year's written notice to Idaho Power and the WECC.
ARTICLE XII: INEMNIFICATION AN INSURNCE
13.1 Indemnification - Each Pary shall agree to hold harless and to indemnfy the other Pary, its
offcers, agents, affliates, subsidiaries, parent company and employees against all loss, damage,
expense and liabilty to third persons for injury to or death of person or injur to property,
proximately caused by the indemnifying Pary's (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Pary's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, errors or omissions. The indemifyg Party
shall, on the other Pary's request, defend any suit asserting a claim covered by this indemity.
The indemnifyng Party shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Pary in enforcing this indemnity.
13.2 Insurance - During 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 damage
with limits equal to $1,000,000, each occurence, combined single limit. The deductible
- 25-
for such insurance shall be consistent with curent Insurance Industry Utilty practices for
similar property.
13.2.2 The above insurance coverage shall be placed with an insurance company with an A.M.
Best Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
13.3 Seller to Provide Certificate of Insurance - As required in paragrph 4.1.6 herein and anually
thereafter, Seller shall furnsh Idao Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
paragraph 13.2 shall lapse for any reason, Seller wil imediately 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
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 dilgence,
such Pary is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storms, wars, hostilities, civil strife, strkes and other labor distubances,
earhquakes, fires, 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 diligence, it shall be unable to overcome.
If either Party is rendered wholly or in part unable to perform its obligations under this
- 26-
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 Party 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 occurence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Pary which arose before the occurrence causing the
suspension of performance and which could and should have been fully
performed before such occurence shall be excused as a result of such
occurrence.
ARTICLE XV: LIAILITY; DEDICATION
15.1 Limitation of Liabilty. Nothig in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liabilty to any person not a Party to this Agreement.
Neither pary shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertakng by one Pary to the other under any provision of ths 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 utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERA OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and
liabilities of the Paries are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust, parership or joint
venture or impose a trust or parnership duty, obligation or liability on or with regard to either
- 27-
Party. Each Pary shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIER
17.1 Any waiver at any time by either Pary of its rights with respect to a default under this Agreement
or with respect to any other matters arsing in connection with this Agreement shall not be
deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVII: CHOICE OF LAWS AN VENU
18.1 This 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 litigation arsing out of or related to this Agreement wil lie in the District Cour of
the Fourh Judicial District of Idao in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arising under this Agreement, includig, but not limited to,
the interpretation of the terms and conditions of this Agreement, wil 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 non-defaulting Pary shall cause notice in
writing to be given to the defaulting Party, specifying the maner in which such
default occured. If the defaulting Pary shall fail to cure such default within the sixty
(60) days after serce 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 within such sixty (60) day period and then fails to dilgently
pursue such cure, then, the non-defaulting Pary may, at its option, termate this
Agreement and/or pursue its legal or equitable remedies.
- 28-
19.2.2 Material Breaches - The notice and cure provisions in pargraph 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 ter of this
Agreement, Seller wil provide Idao Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of pargraph 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 insurce coverage has been replaced or
reinstated;
Engineer's Certifications - Every three (3) years after the Operation Date, Seller wil
supply Idaho Power with a Certification of Ongoing Operations and Maintenance
(O&M) from a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing 0 & M shall be in the form specified in Appendix C. Seller's
failure to supply the required certificate wil be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
Licenses and Permts - During the full term of this Agreement, Seller shall maintain
compliance with all 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 Contract Year, Seller wil update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the perits and licenses described in paragraph 4.1.1 or to provide
the documentation required by this paragraph, such failure wil be an event of default
and may only be cured by Seller submitting to Idao Power evidence of compliance
from the permitting agency.
19.3.2
19.3.3
ARTICLE XX: GOVERNENTAL AUTHORIATION
20.1 Ths Agreement is subject to the jursdiction of those governental agencies having control over
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either Pary of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shall become finally effective upon the Commission's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to
Seller hereunder shall be allowed as prudently incured expenses for ratemaking 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 Party shall become effective without the written consent of both Parties being
first obtained. Such consent shall not be uneasonably withheld. Notwithstanding the foregoing,
any party which Idaho Power may consolidate, or into which it may merge, or to which it may
conveyor transfer substantially all of its electric utilty assets, shall automatically, without fuher
act, and without need of consent or approval by the Seller, succeed to all of Idaho Power's rights,
obligations and interests under this Agreement. Ths aricle shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contract. Idaho Power shall have the right to be notified by the financing entity that it is
exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to this Agreement shall be valid uness it is in wrting and signed by both Paries
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 Facilities.
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ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be directed as follows and shall be cònsidered
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:
Brett Woodard
Wasatch Wind Intermountain, LLC
2700 Homestead Rd, Suite 210
Park City, UT 84098
Telephone:
Cell:
FAX:
435-503-8822
972-832-7609
435-647-5889
E-mail: bwoodadcÐwasatchwind.com
To Idao Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Email: LgrowcÐidahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
E-mail: rallphinaYidahopower.com
Either Party may change the contact person and/or address information listed above, by providing wrtten
notice from an authorized person representing the Part.
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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
AppendixE
Monthly Power Production and Availabilty Report
Facilty and Point of Deliver
Engineer's Certifications
Forms of Liquid Securty
Wind Energy Production Forecasting
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty of any term or provision of this Agreement shall not affect the
validity or 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 XXVil: COUNERPARTS
28.1 This Agreement may be executed in two or more counterpars, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
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 wrtten agreements between the
Paries concernng the subject matter hereof.
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IN WITSS 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 pai~ ~)Lisa A Grow
Sr. Vice President, Power Supply
By I
Brett Woodad
Manager
Dated \2-10'lO Dated -J.i,. 1. - 20 r 0
"Idaho Power""Seller"
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APPENDIX A
A -1 MONTHLY POWER PRODUCTION AND AVAIABILITY REPORT
At the end of each month the following required documentation will be submitted to:
Idao Power Company
Attn: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The Meter readings required on this report will be the reading on the Meter Equipment measurng the
Facilty's Net Energy delivered by the Transmitting Entity to the Idao Power electrical system and/or
any other required energy measurements to adequately administer this Agreement. If the Metering
Equipment is not located at the point which is able to measure the exact energy deliveries to the
Idaho Power electrical system, then the metered energy amounts wil be adjusted to account for electrical
Losses occurng between the meterig point and the point which the energy is delivered to the
Idaho Power electrical system.
This report shall also include the Seller's calculation of the Mechanical Availabilty.
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Idaho Power Company
Cogeneration and Small Power Producton
MONTII Y POWER PRODUCTION AND AVAIABILITY REPORT
Month Year
Project Name Project Number:
Address Phone Number:
City State Zip
Net Facilty
Output
Station
Usage
Station
Usage
Metered
Maximum Generation
Meter Number:
End of Month kWh Meter Reading:
Beginnig of Month kWh Meter:
kW
Difference:
Times Meter Constant:Net Generation
kWh for the Month:
Metered Demand:
Mechanical Availabilty Guarantee
Seller Calculated Mechanical Availabilty
As specifed in this Agreement, the Seller shall include with this monthly report a summary statement of the
Mechanical Availabilty ofthis Facilty for the calendar month. This summary shall include details as to how
the Seller calculated this value and summary of the Facilty data used in the calculation. Idaho Power and
the Seller shall work together to mutually develop a summary report that provides the required data. Idaho
Power reserves the right to review the detailed data used in this calculation as allowed within the Agreement.
DateSignature
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A -2 MONTHLY POWER PRODUCTION AN SWITCHIG REPORT FOR PROJECTS
LOCATED OUTSIDE OF THE IDAHO POWER ELECTRICAL SYSTEM CONTROL ARA.
a.) The Transmitting Entity wil schedule and deliver the Facility's Net Energy to the
Idao Power electrical system at the Point of Delivery in accordace with the electrcal
industry standad WECC scheduling and delivery processes. As specified in paragraph 9.4
the Seller and/or the Transmitting Entity shall provide Idaho Power with monthly
documentation indicating the hourly energy scheduled and delivered to Idaho Power. This
documentation wil be reconciled with Idaho Power records of energy scheduled and received
from this Facility. In the event a discrepancy exists between the Idaho Power records and the
Seller / Transmitting Entity documents, Idaho Power records wil be considered to be
accurate until such time as Idao Power, the Seller and the Transmitting Entity mutually
agree on an adjustment to the Idaho Power records.
b.) The Seller shall submit to Idaho Power a Monthly Power Production and Switchig Report as
specified in Appendix A-I of this Agreement. The meter readings on this report shall be the
meter readings at the actual Facilty measurng the actual energy deliveries to Trasmitting
Entity at the Facility.
A-4 ROUTIN REPORTING FOR PROJECTS OUTSIDE OF THE IDAHO POWER
ELECTRICAL SYSTEM CONTROL ARA.
The Seller and Transmitting Entity shall maintain appropriate communications with the
Idaho Power Designed Dispatch Facility in compliance with electrc industry standard WECC energy
scheduling processes and procedures.
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Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contact inormation
Telephone Number:
APPENDIXB
FACILITY AN POIN OF DELIVERY
Project Name: Grouse Creek Wind Park II
Project Number: 41455250
'"
B-1 DESCRITION OF FACILITY
(Must include the Nameplate Capacity rating and V AR capability. (both leading and lagging) of all
generation units to be included in the Facility.)
21 MW wind energy facility consisting of seven, 3.0 MW Vestas 3.0 V-112 wind turbine
generators.
The maximum output at rated power:
Leading V AR Capability (V ARS provided by machie, overexcited) 0.98 leading power factor or
0.61 MV AR per machine, for a total of 4.26 MV AR for the site. Lagging V AR capabilty (V ARS
absorbed by machine, underexcited) 0.96 lagging power factor or 0.88 MV AR per machine, for a
total of 6.13 MV AR for the site.
Var Capability Leading is 6.31 MY AR Laggng is 9.3 MVAR
If the Seller wishes to substitute different wind turbines, under no circumstances wil the
Nameplate Capacity exceed 21 MW and the Seller shall provide detailed specifications of the
proposed substitute wind turbines to Idaho Power prior to the Seller procurng the substitute wind
turbines or beginning of construction of this Facility. Idaho Power wil then review this detailed
information and either accept or reject the Seller's proposed substitute wind turbines.
Idaho Power's acceptance of the substitute wind tubines wil be required by both confirmations
that the interconnection is able to accommodate the substitute wind turbines and that the
substitute wind turbines are acceptable under this Agreement. Only after Idaho Power's
acceptance of the substitute wind tubines shall the Seller be allowed to install the substitute wind
- 38 -
turbines, which acceptance shall not be unreasonably withheld.
B-2 LOCATION OF FACILITY
Near: Lyn, UT
Sections: 21, 27, 28 Township: 14 N Range: 17 W County: Box Elder, UT
Description of Interconnection Location: Between the BP A Bridge and West Wendover
Substations on the BPA 138 kV transmission line.
Nearest Idaho Power Substation: Mindoka substation
B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected June 1, 2013 as the Scheduled First Energy Date.
Seller has selected December 1, 2013 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facilty and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project
being granted an Operation Date.
B-4 MAXIMUM CAPACITY AMOUN:
This value wil be 21 MW which is consistent with the value provided by the Seller to
interconnection provider and the Transmitting Entity(s). Ths value is the maximum energy
(MW) that potentially could be delivered by Trasmitting Entity to the Idaho Power Point of
Delivery on the Seller's behalf, from the Seller's Facility at any moment in time.
B-5 POIN OF DELIVERY
Minidoka Substation is point on the Idaho Power electrical system where the Sellers Facility's
Net energy is delivered by the Transmitting Entity to the Idao Power electrical system.
B-6 LOSSES
For Facilities within the Idaho Power Electrical System Control area - If the Idaho Power
- 39-
Metering equipment is capable of measuring the exact energy deliveries by the Transmitting
Entity on behalf of the Seller to the Idaho Power electrical system at the Point of Delivery, no
Losses wil be calculated for this Facilty. If the Idao Power Meterng is unable to measure the
exact energy deliveries by the Transmitting Entity on behalf of the Seller to the Idaho Power
electrical system at the Point of Delivery, a Losses calculation wil be established to measure the
energy losses (kWh) between the Seller's Facility and the Idaho Power Point of Delivery. This
loss calculation wil be initially set at 2% (or any other reasonably determined value by Idaho
Power) of the kWh energy production recorded on the Facility generation metering equipment.
At such time as Seller provides Idaho Power with the electrical equipment specifications
(transformer loss specifications, conductor sizes, etc) of all of the electrical equipment between
the Facility and the Idaho Power electrcal system, Idaho Power wil configure a revised loss
calculation formula to be agreed to by both paries and used to calculate the kWh Losses for the
remaining term of the Agreement. If at any time during 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 Facilty and the Idaho Power electrical system, Idaho Power
may adjust the calculation and retroactively adjust the previous months kWh loss calculations.
For Facilties outside of the Idaho Power Electrical Control area - Idaho Power wil only pay for
Net Energy that is scheduled and delivered by the Trasmitting Entity to the Point of Delivery.
All energy Losses between the Facilty and the Point of Delivery wil be borne by either the
Trasmitting Entity or the Seller.
B-7 INERCONNCTION FACILITIES
The Seller and Transmitting Entity shall construct, operate and maintain the Facilty and all
interconnection and protection equipment in accordance with Prudent Electrcal Practices, the
National Electric Safety Code and any other applicable local, state and federal codes
B-8 METERING AND TELEMETRY
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For Facilities located within the Idao Power Electrical System Control Area
Meterig Equipment - At the minimum the Meterig Equipment and Telemetry equipment
must be able to provide and record hourly energy deliveries by the Transmitting Entity to the
Point of Delivery and any other energy measurements required to administer this Agreement.
Telemetry Equipment - At the miimum the Telemetry Equipment must be able to provide
Idao Power with continuous instantaneous telemetry of the Facilty's energy deliveries to
the Transmitting Entity. The Seller wil arge for and make available at Seller's cost, a
communcations circuit acceptable to Idaho Power, dedicated to Idaho Power's use to be used
for load profiing and another communcations circuit dedicated to Idaho Power's
communication equipment for continuous te1emeterig of the Facility's energy deliveries to
the Transmitting Entity to Idaho Power's Designated Dispatch Facility.
All costs including but not limited to actual equipment, installation, engineering, monthly
communication circuit fees, operations and maintenance wil be the responsibilty of the
Seller.
Exact details of the Metering and Telemetry equipment and specifcations will need to be
added to this appendix once more information becomes available in regards to the physical
and electrical configuration at this site and the configuration of the interconnection at the
Point of Delivery.
For Facilities located outside of the Idaho Power Electrical System Control Area
Metering Equipment - At the minimum the Meterig Equipment must be able to provide and
record hourly energy deliveries by the Facilty to the Transmitting Entity and any other
energy measurements required to administer this Agreement.
Telemetry Equipment - If Telemetry Equipment is required by the Transmitting Entity and
the Trasmitting Entity and Idaho Power determine that it is required that Idao Power have
- 41 -
access to the automated data. The Seller shall be responsible for all costs associated with
providing the automated telemetry data to Idaho Power.
Exact details of the Metering and Telemetr equipment and specifcaûons will need to be added
to this appendix once more informaûon becomes available in regards to the physical and
electrical configuraûon at this site and the configuraûon of the interconnecûon at the Point of
Delivery.
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. Because much of the information Idao Power needs to prepare the NR is
specific to the Seller's Facilty, Idaho 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 Idaho Power
beginning the process to enable Idaho Power to submit a request for NR status for ths Facility,
the Seller shall have completed all requirements as specified in Paragraph 5.7 of this Agreement.
Seller's failure 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 action or inaction by the Seller.
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APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAIENANCE POLICY
The underigned , on behalf of himself/herself and
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller
as follows:
1. That Engineer is a Licensed Professional Engineer in good standig in the State of Idao.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and is hereinafter referred to as
the "Project."
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Projectto 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.
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 opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy wil result in the
- 43 -
Project's producing at or near the design electrical output, effciency and plant factor for a year
period.
9. That Engineer recognizes that Idaho Power, in accordace with paragraph 5.2 of the Agreement,
is relyig on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her 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/herse1f
hereinafter collectively referred to as "Engineer," hereby states andand
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State ofIdao.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and hereinafter referred to as the
"Project".
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idaho.
5. That Engineer 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.
- 45-
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. It is Engineer's professional opinion, based on the
Project's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the
Project wil continue producing at or near its design electrical output, efficiency and plant factor for the
remaining years of the Agreement.
9. That Engineer recognizes that Idao Power, in accordance with paragrph 5.2 ofthe Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
hislher knowledge and therefore sets hislher 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 himself/erself and
hereinafter collectively referred to as "Engineer", hereby states and
certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State ofIdaho.
2. That Engineer has reviewed the Fir 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 Facility No and is hereinafter
referred to as the "Project".
4. That the Project, which is commonly known as the Project, is 10cated in
Section _ Township Range , Boise Meridian, County, Idao.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrcal
energy to Idaho Power for a year perod.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrcal work, generating equipment, prime mover conveyance system, Seller
fuished Interconnection Facilities and other Project facilities and equipment.
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9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the
best ofhis/er knowledge and therefore sets his!her 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 Security, Guarantee or Letter of Credit as those terms are defined below or other
forms of liquid financial securty that would provide readily available cash to Idaho Power to
satisfy the Delay Securty requirement and any other security requirement within this Agreement.
For the purose of this Appendix D, the ter "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security 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 Standard & Poor's Corporation or Moody's Investor Servces, Inc. shall be deemed to
have acceptable financial creditwortiness.
1. Cash Escrow Security - Seller shall deposit fuds in an escrow account established by the
Seller in a baning institution acceptable to both Parties equal to the Delay Securty or any
other required security amount(s). The Seller shall be responsible for all costs, and receive
any interest earned ássociated with establishing and maintainng the escrow account(s).
2. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Delay Securty or other required securtyamount(s): (a) a guarty from a pary that
satisfies the Credit Requireents, in a form acceptable to Idaho Power at its discretion, or (b)
an irevocable Letter of Credit in a form acceptable to Idaho Power, in favor of Idao 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 maintaining the
Guarantee( s) or Letter( s) of Credit.
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APPENDIXE
WIN ENERGY PRODUCTION FORECASTING
As specified in Commission Order 30488, Idaho Power shall make use of a Wind Energy Production
Forecasting model to forecast the energy production from this Facility and other Qualifying Facility wind
, generation resources. Seller and Idaho Power wil share the cost of Wind Energy Production Forecasting.
The Facility's share of Wind Energy Production Forecasting is determined as specified below. Sellers
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 ths Agreement beginnng with the first full 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 Monthly Cost
Allocations (MCA) that are not reimbursed to Idaho Power shall be deducted
from energy payments to the Seller.
. As the value of the 0.1 % cap of the 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 Facilty 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. Durig 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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Idaho Power wil deduct the Facilty's calculated share of the Wind Energy
Production Forecasting costs specified in item d each month during the first
Contract Year and subsequently refud any overpayment (payments that exceed
the cap) in equal monthly amounts over the ensuing Contract Year.
c. The cost allocation formula described below wil be reviewed and revised if
necessar on the last day of any month in which the cumulative MW nameplate
of wind projects having Commission approved agreements to deliver energy to
Idaho 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 Idaho Power
Company.
Facilty MW (¥W) is equal to the nameplate rating of ths Facility as
specified in Appendix B.
Annual Wind Energy Production Forecasting Cost (AFCost) is equal
to the total annual cost Idaho Power incurs to provide Wind Energy
Production Forecasting. Idaho Power wil estimate the AFCost for the
curent year based upon the previous year's cost and expected costs for
the curent year. At year-end, Idaho Power wil compare the actual costs
to the estimated costs and any differences between the estimated AFCost
and the actual AFCost wil be included in the next year's AFCost.
Annual Cost Allocation (ACA) = AFCost X (FMW I TMW)
And
Monthly Cost Alocation (MCA) = ACA I 12
e. The Wind Energy Production Forecasting Monthly Cost Allocation (MCA) is
due and payable to Idaho Power. The MCA wil first be netted against any
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monthly energy payments owed to the Seller. If the netting ofthe MCA against
the monthly energy payments results in a balance being due Idaho Power, the
Facility shall pay this amount within 15 days of the date of the payment invoice.
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