20110524Application.pdf

'l
IDA~POR~
An IDACORP Company
DONOVAN E. WALKER
Lead Counsel
dwalker(eidahopower.com
May 24,2011
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. IPC-E-11-09
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 CLARK CANYON, 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.
vr~
Donovan E. Walker
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. 80x 70
Boise. 10 83707
DONOVAN E. WALKER (ISB No. 5921)
JASON B. WILLIAMS
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalkerCâidahopower.com
InordstromCâidahopower.com
RECEIVED
iuii HAY 24 PH 2: 2S
Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO.IPC-E-11-09
A DETERMINATION REGARDING THE )
FIRM ENERGY SALES AGREEMENT FOR ) APPLICATION
THE SALE AND PURCHASE OF ELECTRIC )
ENERGY BETWEEN IDAHO POWER )
COMPANY AND CLARK CANYON, LLC. )
)
Idaho Power Company ("Idaho Powet' or "Company"), in accordance with RP 52
and the applicable provisions of the Public Utility Regulatory Policies Act of 1978
("PURPA"), hereby respectfully applies to the Idaho Public Utilties Commission
("Commission") for an Order accepting or rejecting the Firm Energy Sales Agreement
("FESA") between Idaho Power and Clark Canyon, LLC ("Clark Canyon" or "Sellet')
under which Clark Canyon would sell and Idaho Power would purchase electric energy
generated by the Clark Canyon hydroelectric project ("Facilty") located near Dilon,
Montana.
APPLICATION - 1
In support of this Application, Idaho Power represents as follows:
I. BACKGROUND
1. Sections 201 and 210 of PURPA, and pertinent regulations of the Federal
Energy Regulatory Commission ("FERC"), require that regulated electric utilties
purchase power produced by cogenerators or small power producers that obtain
qualifying facilty ("QF") status. The rate a QF receives for the sale of its power is
generally referred to as the "avoided cost" rate and is to reflect the incremental cost to
an electric utilty of electric energy or capacity or both, which,. but for the purchase from
the QF, such utilty would generate itself or purchase from another source. The
Commission has authority under PURPA Sections 201 and 210 and the implementing
regulations of the FERC, 18 C.F.R. § 292, to set avoided costs, to order electric utilties
to enter into fixed-term obligations for the purchase of energy from QFs, and to
implement FERC rules.
2. Clark Canyon proposes to own, operate, and maintain a 4.7 megawatt
("MW") (Maximum Capacity Amount) hydroelectric generating facility to be located near
Dillon, Montana. The Facility wil be a QF under the applicable provisions of PURPA.
The FESA for this Facilty has been executed by Kim Johnson, Executive Vice
President for Clark Canyon, LLC.
II. THE FIRM ENERGY SALES AGREEMENT
3. On May 20, 2011, Idaho Power and Clark Canyon entered into a FESA, a
copy of which is attached to this Application as Attachment NO.1. Under the terms of
this FESA, Clark Canyon 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
APPLICATION - 2
FESA was executed by Clark Canyon on May 18, 2011. It was subsequently executed
by Idaho Power on May 20, 2011, and now filed for the Commission's review on May
24,2011.
4. The nameplate rating of this Facilty is 4.7 MW. As defined in paragraph
1.15 and paragraph 4.1.3 of the FESA, Clark Canyon wil be required to provide data on
the Facility that Idaho Power wil use to confirm that under normal and/or average
conditions, the Facilty will not exceed 10 aMW on a monthly basis. Furthermore, as
described in paragraph 7.5 of the FESA, should the Facilty exceed 10 aMW on a
monthly basis, Idaho Power wil accept the energy (Inadvertent Energy) that does not
exceed the Maximum Capacity Amount, but wil not purchase or pay for this Inadvertent
Energy.
5. Clark Canyon and Idaho Power have agreed to Delay Liquidated
Damages and associated Delay Security provisions of the greater of $45 per kilowatt of
nameplate capacity or the sum of three month's estimated revenue. These provisions
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-10-19, and IPC-E-10-22. Ownership of Environmental
Attributes associated with the Facility is determined in a separated agreement between
Idaho Power and the Seller.
6. Clark Canyon has elected November 1, 2012, as the Scheduled First
Energy Date and March 31, 2013, as the Scheduled Operation Date for this Facilty.
See Appendix B of the attached FESA. Various requirements have been placed upon
Clark Canyon in order for Idaho Power to accept energy deliveries from this Facilty.
APPLICATION - 3
Idaho Power wil monitor compliance with these initial requirements. In addition, Idaho
Power wil monitor the ongoing requirements through the full term of the attached FESA.
7. The FESA, as signed and submitted by the parties thereto, contains non-
levelized published avoided cost rates in conformity with applicable Commission
Orders. All applicable interconnection charges and monthly operation and maintenance
charges under Schedule 72 wil be assessed to Clark Canyon. The Facility is currently
in the generator interconnection process. Assuming that Seller continues to provide
necessary technical information and make payments for interconnection materials and
studies in a timely manner, Idaho Power's Delivery business unit wil be able to proceed
with its interconnection and transmission study processes, which ultimately results in a
Schedule 72 Generator Interconnection Agreement, or "GIA" between Clark Canyon
and Idaho Power. PURPA QF generation must be designated as a network resource
("DNR") on Idaho Powets system. Upon resolution of any and all upgrades required to
acquire transmission capacity for this Facilty's generation, and upon execution of the
FESA and the GIA, this Facilty may then be designated as a network resource.
8. Clark Canyon has been advised that it is Clark Canyon's responsibilty to
work with Idaho Power's Delivery business unit to ensure that sufficient time and
resources wil be available for Delivery to construct the interconnection facilties, and
transmission upgrades if required, in time to allow the Facilty to achieve the March 31,
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.
APPLICATION - 4
9. Clark Canyon 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 Powets 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.
10. Section 21 of the FESA provides that the FESA wil not become effective
until the Commission has approved all of the FESA's terms and conditions and declared
that all payments Idaho Power makes to Clark Canyon for purchases of energy wil be
allowed as prudently incurred expenses for ratemaking purposes.
II. MODIFIED PROCEDURE
11 . Idaho Power believes that a hearing is not necessary to consider the
issues presented herein and respectully requests that this Application be processed
under Modified Procedure; Le., by written submissions rather than by hearing. RP 201
APPLICATION - 5
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
12. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
Lead Counsel
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
dwalkerCâidahopower.com
Randy C. Allphin
Energy Contract Administrator
Idaho Power Company
1221 West Idaho Street
P.O. Box 70
Boise, Idaho 83707
rallphinCâidahopower.com
v. REQUEST FOR RELIEF
13. Idaho Power Company respectfully requests that the Commission issue
an Order: (1) authorizing that this matter may be processed by Modified Procedure; (2)
accepting or rejecting the Firm Energy Sales Agreement between Idaho Power
Company and Clark Canyon, LLC, without change or condition; and, if accepted, (3)
declaring that all payments for purchases of energy under the Firm Energy Sales
Agreement between Idaho Power Company and Clark Canyon, LLC, be allowed as
prudently incurred expenses for ratemaking purposes.
Respectfully submitted this 24th day of May 2011.
¿;y.rA~
DONOVAN E. WALKER c:
Attorney for Idaho Power Company
APPLICATION - 6
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 24th day of May 2011 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:
Clark Canyon, LLC
Kim L. Johnson
Executive Vice President, Business
Development
Clark Canyon Hydro, LLC
c/o Symbiotics, LLC
2000 South Ocean Boulevard #703
DelRay Beach, Florida 33438
Hand Delivered
-2 U.S. Mail
_ Overnight Mail
FAX
-2 Email kim.johnsonCâriverbankpower.com
~vJ~
Donovan E. Walker
APPLICATION - 7
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-11-09
IDAHO POWER COMPANY
ATTACHMENT NO.1
Aricle
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
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29
FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AN
CLAR CANON, LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idao Power
Waranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Environmental Attributes
Facility and Interconnection
Metering and Telemetry
Records
Operations
Indemnification and Insurance
Force Majeure
Liabilty; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governental Authorization
Commssion Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severabilty
Counterpars
Entire Agreement Signatures
Appendix A
AppendixB
AppendixC
AppendixD
FIR ENERGY SALES AGREEMENT
(10 aMW or Less)
Project Name: Clark Canyon Hydroelectrc
Project Number: 41455600
THIS AGREEMENT, entered into on this ~J.day of l/lJl/ 2011 between,
CLAR CANON, LLC (Seller), and IDAHO POWER COMPAN, an Idaho 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
facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is wiling to purchase, firm electric energy
produced by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Paries agree as follows:
ARTICLE I: DEFINTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Base Energy" - Monthly Net Energy less any Surplus Energy as calculated in paragraph 1.32.
1.2 "Commission" - The Idaho Public Utilities Commission.
1.3 "Contract Year" - The period commencing each calendar year on the same calenda date as the
Operation Date and ending 364 days thereafter.
1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in Aricle V.
1.5 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date.
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1.6 "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.
1.7 "Designated Dispatch Facility" - Idaho Power's Systems Operations Group, or any subsequent
group designated by Idaho Power.
1.8 "Effective Date" - The date stated in the opening paragraph of this Fir Energy Sales Agreement
representing the date upon which this Fir Energy Sales Agreement was fully executed by both
Parties.
1.9 "Environmental Attributes" - means any and all credits, benefits, emissions reductions, offsets,
and allowances, howsoever entitled, attributable to the generation from the Facility, and its
avoided emission of pollutants. Environmental Attributes include but are not limited to: (1) any
avoided emission of pollutants to the air, soil or water such as sulfu oxides (SOx), nitrogen
oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon
dioxide (C02), methane (CH4), nitrous oxide, hydro fluorocarbons, perfluorocarbons, sulfu
hexafluoride and other greenhouse gases (GHGs) that have been determined by the United
Nations Intergovernental Panel on Climate Change, or otherwise by law, to contribute to the
actual or potential threat of altering the Earh's climate by trapping heat in the atmosphere;! (3)
the reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC Purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC Purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bil, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of energy. Environmental Attributes do not include (i)
Avoided emissions mayor may not have any value for GHG compliance puroses. Although avoided
emissions are included in the list of Environmental Attbutes, ths inclusion does not create any right to use those
avoided emissions to comply with any GHG regulatory program.
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any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits associated with the constrction or operation of the Facility and other financial incentives
in the form of credits, reductions, or allowances associated with the Facility that are applicable to
a state or federal income taxation obligation, (iii) the cash grant in lieu of the investment tax
credit pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009, or (iv)
emission reduction credits encumbered or used by the Facility for compliance with local, state, or
federal operating and/or air quality permits.
1.10 "Facility" - That electric generation facility described in Appendix B of this Agreement.
1.11 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Aricle IV and the Seller begins delivering energy to
Idaho Power's system at the Point of Delivery.
1.12 "Heavy Load Hours" - The daily hours beginning 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.
1.13 "Inadvertent Energy" - Electric energy Seller does not intend to generate. Inadvertent energy is
more particularly described in paragraph 7.5 of this Agreement.
1.14 "Interconnection Facilties" - All equipment specified in Schedule 72.
1.15 "Initial Capacity Determination" - The process by which Idaho Power confins that under
normal or average design conditions the Facilty wil generate at no more than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
Order No. 29632.
1.16 "Light Load Hours" - The daily hours 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, Thanksgiving and Chrstmas.
1.17 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurng as a result
of the transformation and trasmission of energy between the point where the Facility's energy is
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metered and the point the Facility's energy is delivered to the Idaho Power electrical system. The
loss calculation formula wil be as specified in Appendix B of this Agreement.
1.18 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.19 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.20 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility wil be as
specified in Appendix B of this Agreement.
1.21 "Metering Equipment" - All equipment specified in Schedule 72, this Agreement and any
additional equipment specified in Appendix B required to measure, record and telemeter bi-
directional power flows between the Seller's electric generation plant and Idaho Power's system.
1.22 "Mid- Columbia Market Energy Cost" - The monthly weighted average of the daily on-peak and
off-peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for non-firm energy.
If the Dow Jones Mid-Columbia Index price is discontinued by the reporting agency, both Parties
wil mutually agree upon a replacement index, which is similar to the Dow Jones Mid-Columbia
Index. The selected replacement index wil be consistent with other similar agreements and a
commonly used index by the electrical industry.
1.23 "Nameplate Capacity" -The full-load electrical quantities assigned by the designer to a generator
and its prime mover or other piece of electrical equipment, such as transformers and circuit
breakers, under standardized conditions, expressed in amperes, kilovolt-amperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
1.24 "Net Energy" - All of the electric energy produced by the Facility, less Losses, expressed in
kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of Delivery. Subject to
the terms of this Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point
of Delivery for the full term of the Agreement. Net Energy does not include Inadvertent Energy.
1.25 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed.
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1.26 "Point of Delivery" - The location specified in Appendix B, where Idaho Power's and the
Seller's electrical facilities are interconnected and the energy from this Facility is delivered to the
Idaho Power electrical system.
1.27 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, effciently and economically.
1.28 "Renewable Energy Certificate" or "REC" means a certificate, credit, allowance, green tag, or
other transferable indicia, howsoever entitled, indicating generation of renewable energy by the
'Facility, and includes all Environmental Attributes arsing as a result of the generation of
electricity associated with the REC. One REC represents the Envionmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
1.29 "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 ofthe date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.30 "Schedule 72" - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as
approved by the Commission. The Seller shall be responsible to pay all costs of interconnection
and integration of this Facilty into the Idaho Power electrical system as specified within
Schedule 72.
1.31 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.32 "Special Facilties" - Additions or alterations of trasmission and/or distribution lines and
transformers as described in Schedule 72.
1.33 "Station Use" - Electric energy that is used to operate equipment that is auxilary or otherwise
related to the production of electricity by the Facilty. 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 Facility.
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1.34 "Surplus Energy" - Is (1) Net Energy produced by the Seller's Facilty and delivered to the Idaho
Power electrical system during the month which exceeds 110% of the monthly Net Energy
Amount for the corresponding month specified in paragraph 6.2, or (2) ifthe Net Energy
produced by the Seller's Facility and delivered to the Idaho Power electrical system during the
month is less than 90% of the monthly Net Energy Amount for the corresponding month
specified in paragraph 6.2, then all Net Energy delivered by the Facilty to the Idaho Power
electrical system for that given month, or (3) all Net Energy produced by the Seller's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.35 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warrants and represents to Idaho Power that in enterig
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARTIES
3.1 No Warranty by Idaho Power - Any review, acceptace or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation 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,
durabilty, reliability, strength, capacity, adequacy or economic feasibilty.
3.2 Qualifying Facility Status - Seller warant,s that the Facilty is a "Qualifying Facility," as that term
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is used and defined in 18 CFR 292.201 et seq. After initial qualification, Seller wil take such
steps as may be required to maintain the Facility's Qualifying Facility status during the ter of
this Agreement and Seller's failure to maintain Qualifyng Facility status wil be a Material
Breach of this Agreement. Idao Power reserves the right to review the Facility's Qualifying
Facility status and associated support and compliance documents at anytime durng the term of
this Agreement.
3.3 FERC License (only applies to hydro projects) - Seller warrants that Seller possesses a valid
license or exemption from licensing from the Federal Energy Regulatory Commission ("FERC")
for the Facilty. Seller recognizes that Seller's possession and retention of a valid FERC license
or exemption is a material par of the consideration for Idaho Power's execution of this
Agreement. Seller wil take such steps as may be required to maintain a valid FERC license or
exemption for the Facility during the term of this Agreement, and Seller's failure to maintain a
valid FERC license or exemption wil be a material breach 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 Idaho 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 Subpart B, 18 CFR 292.201 et
seq. as a certified Qualifyng Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller's licenses, permits and approvals as set forth in paragraph 4.1.1 above are legally
and validly issued, are held in the name of the Seller and, based on a reasonable
independent review, counsel is of the opinion that Seller is in substantial compliance with
said permits as of the date of the Opinion Letter. The Opinion Letter wil be in a form
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acceptable to Idaho Power and wil acknowledge that the attorney rendering the opinion
understands that Idaho Power is relying on said opinion. Idao Power's acceptace of the
form wil not be unreasonably withheld. The Opinion 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 wil include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resource characterstics, normal and/or average operating design conditions and Station
Use data. Upon receipt of this information, Idaho Power wil review the provided data
and if necessar, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agreement and the
cumulative manufacture Nameplate Capacity rating of the individual generation
units at this Facilty is less than 10 MW. The Seller shall submit detailed,
manufacturer, verifiable data of the Nameplate Capacity ratings ofthe actual
individual generation unts to be installed at this Facilty. Upon verification by
Idaho Power that the data provided establishes the combined Nameplate Capacity
rating of the generation units to be installed at this Facility is less than 10 MW, it
wil be deemed that the Seller has satisfied the Initial Capacity Determination for
this Facility.
4.1.4 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineerig
documentation that establishes the Nameplate Capacity of each individual generation unit
that is included within this entire Facility. Upon receipt of this data, Idaho Power shall
review the provided data and determine if the Nameplate Capacity specified is reasonable
based upon the manufacturer's specified generation ratings for the specific generation
units.
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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 cerificates 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 Interconnection - Provide written confirmation from Idaho Power's delivery business
unit that Seller has satisfied all interconnection requirements.
4.1.8 Network Resource Designation - The Seller's Facility has been designated as an
Idaho Power network resource capable of delivering firm energy up to the amount of the
Maximum Capacity at the Point of Delivery.
4.1.9 Station Usage - The Seller shall provide evidence that argements have been made to
provide electrical service to supply the Seller's Station Usage from an entity other than
Idaho Power.
4.1.10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
provided within a commercially reasonable time following the Seller's request and wil
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AN OPERATION DATE
5.1 Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the date first written and shall continue in full force and effect for a period of twenty (20)
Contract Years from the Operation Date.
5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the
following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has
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been received.
c) Seller has demonstrted to Idaho Power's satisfaction that the Facility is coinplete and
able to provide energy in a consistent, reliable and safe inaner.
d) Seller has requested an Operation Date from Idao Power in a wrtten format.
e) Seller has received written confiation froin Idaho Power of the Operation Date.
Ths confirmation wil not be uneasonably withheld by Idao Power.
5.3 Operation Date Delay - Seller shall cause the Facilty to achieve the Operation Date on or before the
Scheduled Operation Date. Delays in the interconnection and transmission network upgrde study,
design and construction process that are Dot Force Majeure events accepted by both Paries, shall Dot
prevent Delay Liquidated Dainages froin being due and owing as calculated in accordance with this
Agreement.
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or pnor 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 Dainages are equal to ((Curent month's Initial Year Net
Energy Amount as specified in paragraph 6.2.1 divided by the number of days in
the curent inonth) multiplied by the number of days in the Delay Period in the
curent month) multiplied by the current inonth's Delay Pnce.
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 Maxiinum Capacity with the Maximum
Capacity being ineasured in k W.
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 Idao Power may terminate this
Agreeinent at any time until the Seller cures the Material Breach. Additional Delay Liquidated
- 10-
Damages beyond those calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the
Delay Liquidated Damage calculation described in 5.3.1 above for all days exceeding 90 days
past the Scheduled Operation Date until such time as the Seller cures this Material Breach or
Idaho Power teninates this Agreement.
5.5 Seller shall pay Idao Power any calculated Delay Damages or Delay Liquidated Damages within
7 days of when Idao 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 Materal Breach of this Agreement and Idao Power shall draw fuds from the Delay
Securty provided by the Seller in an amount equal to the calculated Delay Damages or Delay
Liquidated Damages.
5.6 The Paries agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be diffcult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such daages.
5.7 Prior to the Seller executing this Agreement, the Seller shall have:
a) Filed for interconnection and is in compliance with all payments and
requirements of the Ìnterconnection process
b) Received and accepted an interconnection feasibility study for this Facilty.
c) Provided all information required to enable Idaho Power to file an initial
transmission capacity request.
d) Received the results of the initial transmission capacity request and have
agreed they are acceptable to the Seller.
e) Acknowledged responsibilty for all interconnection costs and any costs
associated with acquirng adequate firm transmission capacity toenable the
project to be classified as an Idaho Power firm network resource.
5.8 Within thirty (30) days of the date of a final non-appealable order as specified in Aricle XXI
approving this Agreement Seller shall post liquid securty ("Delay Securty") in a fonn as
- 11-
described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1. Failure
to post this Delay Securty in the time specified above wil be a Materal Breach of this
Agreement and Idao Power may terminate this Agreement.
5.8.1 Delay Securty The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maximum Capacity being measured in kW or the sum of three month's estimated
revenue. Where the estimated thee months of revenue is the estimated revenue
associated with the first three full months following the estimated Scheduled Operation
Date, the estimated kWh of energy production as specified in paragrph 6.2.1 for those
three months multiplied by the All Hours Energ Price specified in pargraph 7.3 for
each of those three months wil be used.
5.8.1.1 In the event Seller provides Idao Power with cerification that, (1) a generation
interconnection agrment specifyng a schedule tht will enable this Facilty to
achieve the Operation Date no later than the Scheduled Operation Date has been
completed and the Seller has paid all required interconnection costs, or (2) a
genertion interconnection agrement is substatially complete and all material
costs of interconnection have been identified and agreed upon and the Seller is in
compliance with all terms and conditions of the generation interconnection
agreement, the Delay Security calculated in accordance 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 Securty as specified
in paragrph 5.8.1.1 and subsequently, (1) at Seller's request, the generation
interconnection agreement specified in pargraph 5.8.1.1 is revised and as a
result the Facility wil not achieve its Operation Date by the Scheduled Operation
Date, or (2) if the Seller does not maintain compliance with the generatìon
interconnection agreement, the full amount of the Delay Security as calculated in
paragraph 5.8.1 wil be subject to reinstatement and wil be due and owing within
five (5) business days from the date Idao Power requests reinstatement. Failure
- 12-
to timely reinstate the Delay Security wil be a Materal Breach of this
Agreement.
5.8.2 Idao Power shall release any remaining securty posted hereunder after all calculated Delay
Damges and/or Delay Liquidated Damages are paid in full to Idao Power and the earlier of, (1)
30 days after the Operation Date has been achieved, or (2) 60 days after the Agreement has been
terminated.
ARTICLE VI: PURCHASE AN SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy - Except when either Pary's perfontance is excused as
provided herein, Idaho Power wil purchase and Seller wil sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Energy produced by the Facilty wil also be
delivered by the Seller to Idaho Power at the Point of Delivery. At no time wil the total amount
of Net Energy and/or Inadvertent Energy produced by the Facilty and delivered by the Seller to
the Point of Delivery exceed the Maximum Capacity Amount.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthly Net Energy Amounts:
Month
Season 1
March
April
May
July
August
Season 2 November
December
Season 3
June
September
October
Januar
Febru
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kWh
736,848
840,000
1,807,322
2,613,464
2,290,535
1,009,517
959,191
2,460,261
1,456,776
1,099,227
783,848
696,290
6.2.2 Ongoing Monthly Net Energy Amounts ~ Seller shall initially provide Idao Power with
one year of montWy generation estimates (Initial Year Monthly Net Energy Amounts)
and beginnng at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forwar generation estimates beyond those
generation estimates previously provided. This information wil be provided to
Idaho Power by written notice in accordace with pargraph 25.1, no later than 5:00 PM
of the 5th day following the end of the previous month. If the Seller does not provide the
Ongoing Monthly Net Energy Amounts in a timely maner, Idaho Power wil Use the
most recent three (3) months of the Initial Year Monthly Net Energy Amounts specified
in paragrph 6.2.1 for the next three (3) months of monthly Net Energy amounts.
6.2.3 Seller's Adjustment of Net Energy Amount
6.2.3.1 No later than the Operation Date, by wrtten notice given to Idao Power in
accordace with paragraph 25.1, the Stller may revise all of the previously
provided Initial Year Monthly Net Ener~ Amounts.
6.2.3.2 Beginning with the end of the 9th month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the irrediate next
three (3) months of previously provided Net Energy Amounts, (2) but by wrtten
notice given to Idaho Power in accordance with pargrph 25.1, no later than
5:00 PM of the 5th day following the end of the previous month, the Seller may
revise all other previously provided Net Energy Amounts. Faìlure to provide
timely written notice of changed amounts wil be deemed to be an election of no
change.
6.2.4 Idaho Power Adjustment of Net Energy Amount ~ If Idao Power is excused from
accepting the Seller's Net Energ as specified in paragraph 12.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Power, the Net Energy
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Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under pargrph 12.2.1 or 12.3.1 occurs wil be reduced in accordace with
the following:
Where:
NEA Current Month's Net Energy Amount (Paragraph 6.2)
SGU = a.) If Idaho Power is excused from accepting the Seller's Net
Energy as specified in paragrph 12.2.1 this value wil be
equal to the percentage of curaìlment as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragrph 12.3.1 this value wil be the sum of
the individual generation units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
Deliveries.
TGU = Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B ofthis
agreement.
RSH Actual hour the Facility's Net Energy deliveres were either
reduced or suspended under pargraph 12.2.1 or 12.3.1
TH = Actul total hour in the curent month
Resulting formula being:
Adjusted ( ( ) (
Net Energy = NEA - iii X NEA X RiN
Amount ) )
This Adjusted Net Energy Amount wil be used in applicable Surplus Energy calculations for
only the specific month in which Idao Power was excused from accepting the Seller's Net
Energy or the Seller declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount equal to at least ten percent (10%) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an event of default.
~ 15-
ARTICLE VII: PURCHASE PRICE AN METHOD OF PA YMENl
7.1 Base Energy Heayy Load Purhase Price - For all Base Energy received durg Heavy Load
Hours, Idaho Power wil pay the non~levelized energy price in accordance with Conuission
Order 31025 with seasonalization factors applied:
Year
Season 1 - (73.50 %)
Mils/kWh
Season 2 - (120.00 %)
Mils/kWh
Season 3 - (100.00 %)
Mils/kWh
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
49.26
51.86
54.66
57.66
59.39
61.09
62.93
64.75
66.62
68.84
71.15
73.55
76.05
78.64
80.85
83.12
85.46
87.88
90.37
93.72
96.65
80.43
84.68
89.24
94.14
96.96
99.73
102.75
105.71
108.77
112.40
116.17
120.09
124.16
128.40
131.99
135.70
139.53
143.47
147.54
153.01
157.80
67.02
70.56
74.37
78.45
80.80
83.11
85.62
88.09
90.64
93.66
96.81
100.07
103.47
107.00
109.99
113.08
116.27
119.56
122.95
127.51
131.50
7.2 Base Energy Light Load Puchase Price - For all Base Energy received durng Light Load Hours,
Idahò Power wil pay the non-levelized energy price in accordance with Commission Order
31025 with seasonalization factors applied:
Year
Season 1 - (73.50 %)
Mils/kWh
Seasòn 2 - (120.00 %)
Mils/kWh
Season 3 - (100.00 %)
Mils/kWh
2012
2013
2014
43.91
46.51
49.31
71.69
75.94
80.50
59.74
63.28
67.09
- 16-
2015 52.31 85.41 71.17
2016 54.04 88.23 73.52
2017 55.74 91.00 75.83
2018 57.58 94.01 78.34
2019 59.40 96.97 80.81
2020 61.27 100.03 83.36
2021 63.49 103.66 86.38
2022 65.80 107.43 89.53
2023 68.20 111.35 92.79
2024 70.70 115.42 96.19
2025 73.29 119.66 99.72
2026 75.49 123.26 102.71
2027 77.77 126.97 105.80
2028 80.11 130.79 108.99
2029 82.53 134.74 112.28
2030 85.02 138.81 115.67
2031 88.37 144.27 120.23
2032 91.30 149.06 124.22
7.3 All Hours Energy Price - The price to be used in the calculation of the Surlus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission
Order 31025 with seasonalization factors applied:
Year
Season 1 ~ (73.50 %)
Mils/Wh
Season 2 - (120.00 %)
Mils/kWh
Season 3 - (100.00 %)
Mils/kWh
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
46.88
49.48
52.28
55.28
57.01
58.71
60.55
62.36
64.24
66.46
68.77
71.17
73.67
76.26
78.46
80.74
83.08
85.50
76.54
80.79
85.35
90.25
93.08
95.85
98.86
101.82
104.88
108.51
112.28
116.20
120.27
124.51
128.10
131.81
135.64
139.59
63.78
67.32
71.13
75.21
77.56
79.87
82.38
84.85
87.40
90.42
93.57
96.83
100.23
103.76
106.75
109.85
113.03
116.32
~ 17~
2030 87.99 143.66 119.71
2031 91.34 149.12 124.27
2032 94.27 153.91 128.26
7.4 Stllus Energy Prce - For all Surlus Energy, Idao Power shall pay to the Seller the current
month's Market Energy Reference Price or the All Hours Energy Price specified in pargrph
7.3, whichever is lower.
7.5 Inadvertent Energy -
7.5.1 Inadvertent Energy is electric energy produced by the Facility, expressed in kWh,
which the Seller delivers to Idao POwer at the Point of Delivery that exceeds 10,000
kW multiplied by the hour in the specific month in which the eiergy was delivere.
(For example Januar contains 744 hours. 744 hour times 10,000 kW:: 7,440,000
kWh. Energy delivered in Januar in excess of 7,440, 000 kWh in this example
would be Inadvertent Energy.)
7.5.2 Although Seller intends to design and operate the Facility to generate no more than
10 averge MW and therefore does not intend to generate Inadvertent Energy,
Idao Power wil accept Inadvertent Energy that does not exceed the Maximum
Capacity Amount but wil not purchase or pay for Inadvertent Energy.
7.6 Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power wil be
disbursed to the Seller within thiry (30) days of the date which Idaho Power receives and
accepts the documentation of the monthly Net Energy actually delivered to Idao Power as
specified in Appendix A.
7.7 Continuing Jursdiction of the Commission. This Agreement is a special contrct and, as such, the
rates, terms and conditions contained in ths Agreement wil be construed in accordace with
Idaho Power Company v. Idaho Public Utilties Con:ission and Afton Energy, Inc., 107 Idaho
781, 693 P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilties Commission, 107
Idao 1122,695 P.2d 1 261 (1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idaho 925,
729 P.2d 400 (1986), Section 210 of the Public Utilty Regulatory Policies Act of 1978 and 18
- 18-
CFR §292.303-308
ARTICLE VII: ENVIRONMENTAL ATTRIUTES
8.1 Ownership of Environmental Attributes is determined in a separte agreement between Idao
Power and the Seller.
ARTICLE IX: FACILITY AN INERCONNCTION
9.1 Design of Facility - Seller wil design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idao Power Point of Delivery for the full
ter of the Agreement.
ARTICLE X: METERIG AN TELEMETRY
10.1 Meterig - Idaho Power shal, for the account of Seller, provide, install, and maintan Meterig
Equipment to be located at a mutually agreed upon location to record and measure power flows to
Idao Power in accordce with this Agreement and Schedule 72. The Meterg Equìpment wil
be at the location and the type required to measur, record and report the Facilty's Net Energy,
Station Use, Inadvertent Energy and maximum energy deliveries (kW) at the Point of Delivery in
a manner to provide Idao Power adequate energy measurement data to adninister this
Agreement and to integrate this Facility's energy production into the Idaho Power electrical
system.
10.2 Telemetr - Idao Power wil install, operate and maintain at Seller's expense communications
and telemetry equipment which wil be capable of providing Idaho Power with continuous
instantaneous telemetry of Seller's Net Energy and Inadvertent Energy produced and delivered to
the Idaho Power Point of Delivery to Idaho Power's Designated Dispatch Facilty.
ARTICLE XI - RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facility or such other location mutually
- 19-
acceptable to the Paries adequate total generation, Net Energ, Station Use, Inadvertent Energy
and maximum generation (kW) records in a form and content acceptable to Idaho Power.
11.2 Inspection - Either Party, after reasonable notice to the other Par, 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 XII: OPERATIONS
12 .1 Communcations - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facilty in accordance with
Appendix A of this Agreement.
12 .2 Energy Acceptance -
12.2.1 Idao Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Deliver, if it is prevented from doing so by an
event of Force Majeure, or tempora disconnection of the Facilty in accordance with
Schedule 72 or if Idaho Power determines that curailment, interrption or reduction of
Net Energy or Inadvertent Energy deliveries is necessar because of line construction,
electrical 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, a temporary disconnection under Schedule 72 exceeds twenty (20) days,
beginning with the twenty-first day of such interrption, curailment or reduction, Seller
will be deemed to be deliverig Net Energy at a rate equivalent to the pro rata daily
average of the amounts specified for the applicable month in paragraph 6.2. Idao Power
wil notify Seller when the interrption, curtailment or reduction is terminated.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilties is unsafe or may otherwise adversely affect Idao Power's
- 20-
equipment, personnel or servce to its customers, Idaho Power may temporarily
disconnect the Facility from Idao Power's trasmission/distribution system as speified
within Schedule 72 or take such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances wil the Seller deliver Net Energy and/or Inadvertent Energy
from the Facilty to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount. Seller's failure to limit deliveries to the Maximum Capacity Amount
wil be a Materal Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facilty and is not excused from
accepting the Facilty's energy, Idao Power's daages shall be limited to only the value
of the estimated energy that Idaho Power was unable to accept. Idaho Power wil have
no responsibility to pay for any other costs, lost revenue or consequential daages the
Facilty may incur.
12.3 Seller Declar Suspension of Energy Deliveres
12.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an event of Force Majeure or by neglect, disrepair or lack of adequate
preventative maintenance of the Seller's Facility, Seller may, after giving notice as
provided in pargraph 12.3.2 below, temporaly suspend all deliveries of Net Energy to
Idaho Power from the Facility or from individual generation unites) within the Facilty
impacted by the forced outage for a period of not less than 48 hours to corrct the forced
outage condition ("Declared Suspension of Energy Deliveries"). The Seller's Declared
Suspension of Energy Deliveries wil begin at the star of the next full hour following the
Seller's telephone notification as specified in paragrph 12.3.2 and wil continue for the
time as specified (not less than 48 hours) in the written notification provided by the
Seller. In the month(s) in which the Declared Suspension of Energy occurred, the Net
Energy Amount wil be adjusted as specified in paragrph 6.2.4.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
- 21-
paragrph 12.3.1, the Seller wil notify the Designated Dispatch Facilty by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries wil be at the
earliest the next full hour after making telephone contact with Idao Power. The Seller
wil, within 24 hours after the telephone contact, provide Idao Power a written notice in
accordance with XXV that wil contai the beginnng hour and duration of the Declared
Suspension of Energy Deliveries and a description of the conditions that caused the Seller
to initiate a Declared Suspension. of Energy Deliveries. Idaho Power wil review the
documentation provided by the Seller to determne Idaho Power's acceptance of the
described forced outage as qualifyng for a Declared Suspension of Energy Deliveries as
specified in pargrph 12.3.1. Idaho Power's acceptance of the Seller's forced outage as
an acceptable forced outage wil be based upon the clear documentation provided by the
Seller that the forced outage is not due do an event of Force Majeure or by neglect,
disrepair or lack of adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maitenance - On or before Janua 31St of each calenda year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calenda yea
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
The Paries determination as to the acceptabilty of the Seller's timetable for scheduled
maintenance wil take into consideration Prudent Electrical Practices, Idaho Power system
requirements and the Seller's preferred schedule. Neither Pary shall uneasonably withhold
acceptance of the proposed maintenance schedule.
12.5 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they occur simultaneously.
12.6 Contact Prior to Curailment - Idaho Power wil make a reasonable attempt to contact the Seller
prior to exercising its rights to interpt interconnection or curil deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time opertions of
the electrical system, and/or unplaned events, Idaho Power may not be able to provide notice to
the Seller prior to interrption, curailment, or reduction of electrical energy deliveries to
- 22-
Idaho Power.
ARTICLE XII: INEMNIFICATION AN INSURNCE
13.1 Indemnification - Each Pary shall agree to hold hanless and to indemnify the other Pary, ìts
officers, agents, affiiates, subsidiares, parent company and employees against all loss, damage,
expense and liabilty to thid persons for injur to or death of peron or injur to propert,
proximately caused by the indemnifyg Party's, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Par's works or facilities used in connection with
this Agreement, or (b) negligent or intentional acts, erors or omissions. The indemnifyg Pary
shall, on the other Pary's request, defend any suit asserting a claim covered by this indemity.
The indemnfying Pary shall pay all documented costs, including reasonable attorney fees that
may be incurred by the other Pary in enforcing this indemnty.
13.2 Insurance - During the term of this Agrement, Seller shall secure and continuously car the
following insurance coverage:
13.2.1 Comprehensive General Liabilty Insurance for both bodily injur and propery daage
with limits equal to $1,000,000, each occurence, combined single limit. The deductible
for such insurance shall be consistent with curnt 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 liabilty
reduced without sixty (60) days' prior written notice to Idaho Power.
13.3 Seller to Provide Cerificate of Insurance - As requird in pargraph 4.1.5 herein and annually
thereafter, Seller shall fush Idao Power a cerificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
- 23-
13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by
pargraph 13.2 shall lapse for any reason, Seller wil ímediately notify Idaho Power in writing.
The notice wil advise Idao Power of the specific reason for the lapse and the steps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage will constitute a Materal Breach of this Agrement.
ARTICLE XIV: FORCE MAJEUR
14.1 As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means any cause
beyond the control of the Seller or of Idaho Power which, despite the exercise of due diligence,
such Pary is unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of
God, fie, flood, storms, war, hostilties, civil strife, strkes and other labor disturbances,
earhquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurng 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 Pary is rendered wholly or in par unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Pares shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(1) The non-performing Par shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Pary written notice describing
the paricular of the occurnce.
(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 occurrence shall be excused as a result of such
occurence.
- 24~
ARTICLE XV: LIAILITY; DEDICATION
15.1 Limitation of Liability. Nothg in this Agreement shall be construed to create any duty to, any
standad of car with reference to, or any liability to any person not a Pary 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 undertakg by one Pary to the other under any provision of this Agreement
shall constitute the dedcation ofthat Pary's system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independent public utility corpration or Seller as
an independent individua 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 severl and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trst, parership or joint
venture or impose a trst or partnership duty, obligation or liabilty on or with regard to either
Pary. Each Pary shall be individually and severally liable for its own obligations under this
Agreement.
ARTICLE XVII: WAIVER
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 XVUI: CHOICE OF LAWS AN VENU
18.1 This Agreement shall be constred 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 wilUe in the District Court of
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the Four Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes - All disputes related to or arsing under this Agreeinent, including, but not liinÌted to,
the interpretation of the terms and conditions of this Agreement, wil be subinitted to the
Cotnission for resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Party faUs to perform aiy of the terms or conditions of this
Agreement (an "event of default"), the nondefaulting Par shall cause notice in
writing to be given to the defaulting Pary, specifyng the inanner in which such
default occurred. If the defaulting Pary shall fail to cure such default within the sixty
(60) days after service of such notice, or if the defaulting Pary reasonably
deinonstrates to the other Party that the default can be curd within a commercially
reasonable tiine but not within such sixty (60) day perod and then fails to dilgently
purue such cure, then the nondefaulting Par may, at its option, terminate this
Agreeinent and/or pursue its legal or equitable reiedies.
19.2.2 Material Breaches ~ The notice and cure provisions in paragraph 19.2.1 do not apply
to defaults identified in this Agreeinent as Material Breaches. Material Breaches inust
be cured as expedÌtiously as possible following occurrnce of the breach.
19.3 Security for Performance .. Prior to the Operation Date and thereafter for the full term of this
Agreeinent, 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 inay only be curd by
Seller supplying evidence that the required insurace coverage has been replaced or
reinstated.
Engineer's Certifications - Every three (3) years after the Operation Date, Seller wil
supply Idao Power with a Cerification of Ongoing Operations aid Maintennce
19.3.2
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(O&M) from a Registered Professional Engieer licensed in the State of Idaho, which
Certification of Ongoing 0 & M shall be in the form specified in Appendix C.Seller's
failur to supply the required certificate wil be an event of default. Such a default
may only be cured by Seller providing the required certificate; and
19.3.3 Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permts and licenses described in pargraph 4.1.1 of this
Agreement. In addition, Seller wil supply Idao Power with copies of any new or
additional permits or licenses. At least every fifth Contrct Year, Seller wil update the
documentation described in Paragraph 4.1.1. If at any time Seller fails to maintain
compliance with the permits and licenses described in pargraph 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 peritting agency.
ARTICLE XX: GOVERNENTAL AUTHORIATION
20.1 Ths Agreement is subject to the jursdiction of those governental agencies having control over
either Pary of this Agrement.
ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shall become finally effective upon the Commssion's approval of all tenns and
provisions hereof without change or condition and declartion that all payments to be made to
Seller hereunder shall be allowed as prudently incured expenses for ratemakng purposes.
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 Parties hereto, except that no assignent
hereof by either Pary shall become effective without the written consent of both Paries being
first obtaned. Such consent shall not be uneasonably withheld. Notwithstanding the foregoing,
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any pary which Idao Power may consolidate, or into which it may merge, or to which it may
conveyor trasfer substantially all of its electric utility assets, shall automatically, without fuher
act, and without need of consent or approval by the Seller, succeed to all of Idao Power's rights,
obligations and interests under this Agreement. This aricle shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies available to it under law
or contrct. Idaho Power shall have the right to be notified by the financingentity that it is
exercising such rights or remedies.
ARTICLE XXII: MODIFICATION
23.1 No modification to this Agreement shall be valid unless it is in wrting and signed by both Paries
and subsequently approved by the Commission.
ARTICLEXXN: TAXES
24.1 Each Pary shall pay before delinquency all taxes and other governental charges which, if failed
to be paid when due, could result in a lien upon the Facilty or the Interconnection Facilties.
ARTICLE XXV: NOTICES
25.1 All written notices under ths Agreement shall be directed as follows and shall be considered
delivered when faxed, e-mailed and confined with deposit in the U.S. Mail, first-class, postage
prepaid, as follows:
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To Seller:
Original document to:
Clark Canyon Hydro, LLC
c/o Symbiotics LLC
Kim Johnson
2000 S. Ocea Blvd # 703
DelRay Beach, Florida 33438
Telephone:
Mobile
[phone]
[phone]
E-mail: vince.lamarta(âJsymbioticsenergy.com
E-mail Copyto:kim.johnson~rivetbanower.com
Elizabeth.evans~symbioticsenergy .com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
POBox 70
Boise, Idao 83707
Email: Lgrow~idahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBox 70
Boise, Idao 83707
E~mail: rallphinCcVidahopower.com
Either Pary may change the contact person and/or address information listed above, by providing written
notice from an authorized person representing the Pary.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
AppendixC
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
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AppendixD Forms of Liquid Security
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty of any ten or provision of this Agreement shall not affect the
validity or enforceabilty of any other terms or provisions and this Agreement shall be constred
in all other respects as if the invalid or unenforceable term or provision were ömitted.
ARTICLE XXVII: COUNERPARTS
28.1 This Agrment niy be executed in two or more counterpars, each of which shall be deemed an
original but all of which together shall constitute one and the same instruent.
ARTICLE XXIX: ENTIR AGREEMENT
29.1 This Agrement constitutes the entire Agreement of the Paries concerning the subject matter
hereöf and supersedes all prior or contemporaeous ora or wrtten agreements between the
Paries concernng the subject matter hereof.
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IN WITNSS WHEREOF, The Paries hereto have caused this Agreement to be executed
in their respective names on the dates set förth below:
Idaho Pöwer Company Clark Canyon, LLC
By #Jj6.¿ ~MA~)
Sr. Vice President, Power Supply
Dated 5. LO- '1 Dated 6- \8- \,
"Idao Power""Seller"
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APPENDIX A
A -1 MONTHLY POWER PRODUCTION AN SWITCHING REPORT
At the end of each month the following required documentation wil be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The meter readings required on this report wil be the readings on the Idaho Power Meter Equipment
measurg the Facility's total energy production and Station Usage delivered to Idao Power and the
maximum generated energy (kW) as recorded on the Meterng Equipment and/or any other required
energy measurements to adequately administer this Agreement. Ths document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings
on this report shall not be used to calculate the actual payment, but instead will be a check of the
automated meter reading information that wilL be gathered as described ih item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Producton
MONTB Y POWER PRODUCTION AND SWITCHING REPORT
Project N aine
Month Year
Project Nunber:
Address
City
Meter Number:
End ()f Month kWh Meter Reading:
Beginig of M()nth kWh Metér:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
*Breaker Openig Reason C()des
Lack of Adequate Prime Mover
Forced Outagé of Facilty
Disturbance ()f lPCo System
Scheduled Maintenance
Tésting ()f Protecti()n Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
1
State Zip
Facilty
Output
Station
Usage
Phone Number:
Station
Usage
Metered
Maximum Geuératili
kW
Net Generati()n
Bréakér CI()sIng Rec()rd
Date Time Meter
I hereby cértify that the above meter readings are
true and correct as of Midnight on the last day ()f thé
above month and that the switching record isaccutate
and complete as required by the Firm Energy Sales
Agreement to which I am a Part.
Signatue
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*Reason
i
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power wil use the provided Metering and Telemetry equipment and processes to collect
the meter reading information from the Idao Power provided Meterng Equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facilty recorded at 12:00 AM (Midnight) of
the last day ofthe month..
The meter information collected wil include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 ROUTIN REPORTING
Once the Facilty has achieved its Operation Date and has operated in a reliable and consistent
maner for a reasonable period of time, the Paries may mutually agree to modify this Routine
Reporting requirement.
Idao Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following
information:
· Project Identification - Project Name and Project Number
. Curent Meter Reading
· Estimated Generation for the current day
· Estimated Generation for the next day
Planed and Unplaned Project outages
Call 1-800..345-1319 and leave the following informtion:
· Project Identification - Project Name and Project Number
. Approximate time outage occurred
· Estimated day and time of project coming back online
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Seller's Contact Inonnation
24-Hour Pröject Opertional Cöntact
Name:
Telephone Number:
Cell Phone:
Brent Smith
[phone]
[phone]
Project On-site Contact infonnation
Name:
Telephone Number:
Brent Smith
[phone]
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APPENDIXB
FACILITY AN POIN OF DELIVERY
Project Name: Clark Canyon Hydroelectrc
Project Number: 41455600
B-1 DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of all
generation units to be included in the Facilty.)
The 4.7 MW Clark Canyon Hydro LLC project is located at the Clark Canyon da on the
Beaverhead River ín Beaverhead County nea the town of Dilon, MT. Long:44.99, Lat:-112.85.
Clark Canyon Hydro to build a líne to deliver power directly to Idao Power at the Peterson
Substation located in Southwestern Montaa south of the town of Dilon, MT.
Var Capability (Both leading and laggng) Leading is .95 Lagging is .96
B-2 LOCATION OF FACILITY
Near: Dilion, MT
Geographic Coordinates: Long 44.99, Lat -112.85 County: Beaverhead
Description of Interconnection Location: COnnect directly to the Idaho Power Peterson Substatíon
B-3 SCHEDULED FIRST ENERGY AN OPERATION DATE
Seller has selected November 1, 2012 as the Scheduled First Energy Date.
Seller has selected March 31, 2013 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragrph 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 4.7 MW which is consistent with the value provided by the Seller to Idaho
Power in accordace with Schedule 72. This value is the maximum energy (MW) that potentially
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could be delivered by the Seller's Facility to the Idaho Power electrcal system at any moment in
time.
B-5 POIN OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Paries, the point of where the
Seller's Facility energy is delivered to the Idao Power electrical system. Schedule 72 wil
deterine the specific Point of Delivery for this Facilty. The Point of Delivery identified by
Schedule 72 wil become an integrl part of ths Agrement.
B-. LOSSES
If the Idao Power Meterng equipment is capable of measuring the exact energ deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses wil be calculated
for this Facility. If the Idao Power Meterig is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrcal system at the Point of Delivery, a Losses calculation wil
be established to measure the energy losses (kWh) between the Seller's Facilty and the Idaho
Power Point of Delivery. This loss calculation wil be initially set at 2% of the kWh energy
production recorded on the Facilty generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (trasformer loss
specifications, conductor sizes, etc.) of all of the electrcal equipment between the Facility and the
Idao Power electrcal system, Idaho Power wil configure a revised loss calculation formula to
be agree to by both paries and used to calculate the kWh Losses for the remaining term of the
Agreement. If at any time durg the term of this Agreement, Idaho Power determines that the
loss calculation does not correctly reflect the actual kWh losses attrbuted to the electrical
equipment between the Facìlity and the Idao Power electrical system, Idao Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
B-7 METERIG AN TELEMETRY
Schedule 72 wil determne the specific meterig and telemetry requirements for ths Facilty. At
the minimum the Meterig Equipment and Telemetry equipment must be able to provide and
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record hourly energy deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreement. These specifications wil include but not be limited to
equipment specifications, equipment location, Idao Power provided equipment, Seller provided
equipment, and all costs associated with the equipment, design and instaiiation of the Idaho
Power provided equipment. Seller wil arge for and make available at Seller's cost
communication circuit(s) compatible with Idaho Power's communications equipment and
dedicated to Idao Power's use, teiminating at Idaho Power's facility capable of providig Idao
Power with continuous instataneous infoimation on the Facilty's energy production. Idaho
Power provided equipment wil be owned and maintained by Idaho Power, with total cost of
purchase, installation, operation, and maintenance, including admiistrtive cost to be reimbursed
to Idao Power by the Seller. Payment of these costs wil be in accordace with Schedule 72 and
the total meterig cost wil be included in the calculation of the Monthly Operation and
Maintenance Chages specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNA nON
Idaho Power canot accept or pay for generation frm this Facilty until a Network Resource
Designation ("NR") application has been accepted by Idaho Power's delivery business unit.
Federal Energy Regulatory Commission ("FERC") Rules require Idao Power to prepare and
submit the NR. Because much of the information Idao Power needs to prepare the NR is
specific to the Seller's Facility, Idaho Power's ability to fie the NR in a timely maner is
contingent upon timely receipt of the required infoimation from the Seller. Pror to Idaho Power
beginning the process to enable Idao Power to submit a request for NR status for this Faciliy,
the Seller shall have completed all reuirements as specified in Pargraph 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 and
hereinafter collectively refered to as "Engineer," hereby states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State ofIdaho.
2. That Engineer has reviewed the Energy Sales Ageement, hereinafter "Agreement," between
Idao POwer as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and ths Statement is identified as IPCo Facilty No. and is hereinafter refered to as
the "Project;"
4. That the Project, which is commonly known as the Project, is located in
Section ~ Township Rage , Boise Meridian, County, Idao.
5. Tht Engineer recognizes that the Agreement provides for the Project to fush electrcal energy
to Idaho Power for a year period.
6. That Engineer has substantial experience in the design, construction and operation of electric
power plants of the same type as this Prject.
7. That Engineer has no economic relationship to the Design Engineer ofthis Project.
8. That Engineer has reviewed and/or superised 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
Project's producìng at or near the design electrical output, efficiency and plant factor for a fifteen (15)
year period.
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9. That Engineer recognizes that Idao Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurte to the best of his
knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAIENANCE
The undersigned , on behalf of hiself and
hereinafter collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standig in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between
Idaho Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No. and hereinafter refered to as the
"Project" .
4. That the Project, which is commonly known as the Project, is located in
Section _ Township Range , Boise Meridian, County, Idaho.
5. That Engineer recognzes that the Agreement provides for the Project to fush electrical energy
to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, constnction 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.
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8. That Engineer has made a physical inspection of said Projec, its operations and maitenance
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 wìl continue producing at or near its design electrical output, effciency and plant factor för the
remaining years of the Agreement.
9. That Engineer recognzes that Idao Power, in accordace with paragraph 5.2 of the Agreement,
is relying on Engineer's reresentations and opinions contained in this Statement.
10. That Engineer certifies that the above statements ar complete, tre and accurate to the best of his
knowledge and therefore sets his hand an seal below.
By
(P .E. Stamp)
Date
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APPENDIXC
ENGINER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himself and
hereinafter collectively refered to as "Engineer", hereby states and
certifies to Idao Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idao.
2. That Engieer has reviewed the Fir Energy Sales Agreement, hereinafter "Ageement",
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 Rage , Boise Meridian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fuish electrical
energy to Idao Power for a twenty (20) year perod.
6. That Engineer has substantial experience in the design, constrction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and
has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineerig design and constrction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilties and other Project facilities and equipment.
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9. That the Project has bee constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrcal Prctices as that term is descrbed in the
Agreement
10. That the design and construction of the Prject is such tht with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of perormng in accordace with the
ters of the Agreement and with Prdent Electrical Practices for a year period.
11. That Engieer recognzes that Idaho Power, in accordance with pargraph 5.2 of the
Agreeent, 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 ar complete, true and accurte to the
best of his knowledge and therefore sets his hand and seal below.
By
(P .E. Stamp)
Date
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APPENDIXD
FORMS OF LIQUID SECURTY
The Seller shall provide Idaho Power with commercially reasonable securty instruments such as
Cash Escrow Securty, Guartee or Letter of Credit as those terms are defined below or other
forms of liquid financial securty that would provide readily available cash to Idao Power to
satisfy the Delay Securty requirement within this Agreement.
For the purose of this Appendix D, the ter "Credit Requirements" shall mean acceptable
fincial creditwortiness of the entity providing the securty instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
letter of credit issued by any other entity with a short-term or long-term investment grde credit
rating by Standad & Poor's Corpration or Moody's Investor Servces, Inc. shall be deemed to
have acceptable financial creditwortìriess.
1. Cash Escrow Securty ~ Seller shall deposit fuds in an escrow account established by the
Seller in a banng institution acceptable to both Paries equal to the Delay Security.
2. Guarntee or Letter of Credìt Security - Seller shall post and maintain in an amount equal to
the Delay Security: (a) a guarty from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) a Letter of Credit in a form acceptable
to Idaho Power, in favor ofIdaho Power. The Letter of Credit wil be issued by a financial
institutiori acceptable to both parties.
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