20111011Resubmitted Application.pdf

DONOVAN E. WALKER
Lead Counsel
dwalkertaidahopower.com
?¡IDA~POR~
An 10ACORP Company
October 11, 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-11-10
IN THE MATTER OF THE APPLICATION OF IDAHO POWER COMPANY
FOR A DETERMINATION REGARDING THE FIRM ENERGY SALES
AGREEMENT WITH INTERCONNECT SOLAR DEVELOPMENT, LLC
FOR THE SALE AND PURCHASE OF ELECTRIC ENERGY
Dear Ms. Jewell:
Enclosed for filng please find an original and seven (7) copies of Idaho Power
Company's Resubmittal of the Firm Energy Sales Agreement in the above matter.
Very truly yours,
~j¡.d~¡i
Donovan E. Walker ý-17
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, 10 83707
DONOVAN E. WALKER (ISB No. 5921)
JASON B. WILLIAMS (ISB No. 8718)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalkerCcidahopower.com
jwilliamsCcidahopower.com
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Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR A )
DETERMINATION REGARDING THE )
FIRM ENERGY SALES AGREEMENT )
WITH INTERCONNECT SOLAR )
DEVELOPMENT, LLC FOR THE SALE )
AND PURCHASE OF ELECTRIC )ENERGY. )
)
CASE NO. IPC-E-11-10
IDAHO POWER COMPANY'S
RESUBMITTAL OF THE FIRM
ENERGY SALES AGREEMENT
Idaho Power Company ("Idaho Powet' or "Company"), pursuant to the Idaho
Public Utilties Commission's ("Commission") Order Nos. 32361 and 32364 in this
matter, hereby resubmits the Firm Energy Sales Agreement ("FESA") for the
Commission's consideration. Attached hereto as Attachment No. 1 is the re-executed
FESA that: (1) corrects the previously identified mathematical error in the escalation
identified in Order No. 32361, (2) contains recalculated pricing based upon correction
for daylight savings time and use of a new energy shape based upon the utilization of
different solar panels by Interconnect Solar Development, LLC ("Interconnect Solat'),
and (3) revises the First Energy Date and the Scheduled Operation Date chosen by
Interconnect Solar.
IDAHO POWER COMPANY'S RESUBMITIAL OF THE FIRM ENERGY SALES AGREEMENT - 1
To assist in the review of the re-executed and revised FESA, attached as
Attachment NO.2 is a redlined version of the FESA that shows the additions and
deletions made to the previously submitted FESA. Those revisions are summarized
below.
1. Escalation Error.
As indicated in Order No. 32361, the original FESA submitted for the
Commission's review contains a mathematical error in the escalation rate that is applied
to the 2009 Integrated Resource Plan ("IRP") combined-cycle combustion turbine
capital cost used in the Public Utilty Regulatory Policies Act of 1978 ("PURPA") IRP
pricing modeL. The levelized price in the original FESA is $105.15. After correction of
the escalation error, the resulting levelized price is $94.59. This escalation error has
been corrected in the re-executed FESA.
2. New Energy Shape.
Upon presentation of the corrected FESA pricing (at a levelized price of $94.59),
Interconnect Solar stated that it had also made an error in the energy shape that it
provided to Idaho Power that serves as the basis for the energy pricing in the PUPRA
IRP avoided cost pricing modeL. Interconnect Solar submitted a new energy shape and
Idaho Power ran those numbers through the IRP pricing model to arrive at a new pricing
stream for the project. The new energy shape contained different output levels during
peak load hours based upon a correction for daylight savings time. The new energy
shape also contained an increase in total energy delivered based upon the proposed
use of different solar panels than those that were originally planned by Interconnect
Solar. When combined with the modification for the price escalation error, the results
IDAHO POWER COMPANY'S RESUBMITIAL OF THE FIRM ENERGY SALES AGREEMENT - 2
on the pricing from the new energy shape for the project's output results in a new
levelized price of $97.47.
3. Revised First Energy and Scheduled Operation Date.
Interconnect Solar elected to revise the First Energy Date and the Scheduled
Operation Date that it chose for this project by adding two months to each. The original
dates were: First Energy Date = June 1, 2012, and Scheduled Operation Date = July 1,
2012. The proposed new dates are: First Energy Date = August 1, 2012, and
Scheduled Operation Date = September 1,2012. Despite this two month change to the
First Energy and Scheduled Operation Date, the same discrepancy exists in the
Scheduled Operation Date chosen by Interconnect Solar and the time that Idaho Power
estimates is required to complete the interconnection work for this project in its
Generator Interconnection Agreement ("GIA"). As stated in the initial Application, Idaho
Power estimates that it needs at least 18 months for permitting and construction. This
18 months starts at the time when Interconnect Solar pays the required construction
deposits in the GIA, which have not yet been paid. See Application, p. 7-8.
4. Identification of Each Change in the New FESA.
Upon review of the red lined FESA submitted hereto as Attachment No.2, each
change is identified as follows:
Page 13, Section 6.2.1. The net energy amounts are updated.
Page 15 through 24, Sections 7.1 through 7.2. The original pricing
streams (charts) are deleted and replaced with updated pricing.
Page 42 - Appendix B. Section B-1. The total acres, number of panels,
panel wattage, and nameplate rating were updated.
Page 42 - Appendix B, Section B-3. The Scheduled First Energy Date
and Scheduled Operation Date were both pushed out by two months.
No other changes were made to the re-executed contract.
IDAHO POWER COMPANY'S RESUBMITIAL OF THE FIRM ENERGY SALES AGREEMENT - 3
CONCLUSION
WHEREFORE, Idaho Power respectfully submits the revised and re-executed
FESA to the Commission for its review, and either acceptance or rejection.
Respectfully submitted at Boise, Idaho, this 11th day of October 2011.
~
o VAN E. WALKER
orney for Idaho Power Company
Ik
IDAHO POWER COMPANY'S RESUBMITIAL OF THE FIRM ENERGY SALES AGREEMENT - 4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 11th day of October 2011 I served a true and
correct copy of IDAHO POWER COMPANY'S RESUBMITTAL OF THE FIRM ENERGY
SALES AGREEMENT upon the following named parties by the method indicated below,
and addressed to the following:
Commission Staff
Kristine Sasser
Deputy Attorney General
Idaho Public Utilities Commission
472 West Washington (83702)
P.O. Box 83720
Boise, Idaho 83720-0074
-2 Hand Delivered
U.S. Mail
_ Overnight Mail
FAX
-2 Email Kris.SasserCcpuc.idaho.gov
Interconnect Solar Development LLC
Randy Hemmer, Manager
Interconnect Solar Development LLC
3777 Twilight Drive
Boise, Idaho 83703
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
-- Email randyhemmerCcclearwire.net
Ronald L. Willams
WILLIAMS BRADBURY, P.C.
1015 West Hays Street
Boise, Idaho 83702
Hand Delivered
-- U.S. Mail
_ Overnight Mail
FAX
-- Email ronCcwilliamsbradburv.com
~Æ~~ãï E. Walker i
IDAHO POWER COMPANY'S RESUBMITIAL OF THE FIRM ENERGY SALES AGREEMENT - 5
BEFORE THE
IDAHO PUBLIC UTiliTIES COMMISSION
CASE NO. IPC-E-11-1 0
IDAHO POWER COMPANY
ATTACHMENT NO.1
NEWFESA
Aricle
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FIR ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AN
INERCONNCT SOLAR DEVELOPMENT LLC
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale of Net Energy
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
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severability
Counterpars
Entire Agreement Signatures
Appendix A
AppendixB
AppendixC
AppendixD
FIR ENERGY SALES AGREEMENT
(Solar Project - Greater than 100 kW)
Project Name: Murphy Flats Solar Power Project
Project Number: 12616650
THIS AGREEMENT, entered into on this ,t:dayof (Jq()fxyo 2011 between
INTERCONNCT SOLAR DEVELOPMENT LLC (Seller), and IDAHO POWER COMPAN, an Idaho
corporation (Idao 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 electrc energy produced
by the Seller's Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: 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 than 110% of the monthly Net Energy Amount as specified
in paragraph 6.2 of this Agreement less any Net Energy that is determined to be Surlus Energy as
specified within this Agreement.
1.2 "Commission" - The Idaho Public Utilties Commission.
1.3 "Contract Year" - The period commencing each calenda year on the same calendar date as the
Operation Date and ending 364 days thereafter.
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1.4 "Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3, 5.4,
5.5, 5.6 and 5.8.
1.5 "Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves the
Operation Date.
1.6 "Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current month's All
Hours Energy Price specified in paragraph 7.2 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 "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: (l) any avoided emission of
pollutants to the air, soil or water such as sulfur 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, perfuorocarbons, sulfur 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 actul or potential threat of altering the Earh's climate by
trapping heat in the atmosphere; i (3) the reporting rights to these avoided emissions, such as REC
Reporting Rights. REC Reporting Rights are the right of a REC Puchaser 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
Avoided emissions mayor may not have any value for GHG compliance puroses. Although avoided emissions
are included in the list of Environmental Attbutes, this inclusion does not create any right to use those avoided emissions
to comply with any GHG regulatory program.
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associated with one (I) MWh of Energy. Environmental Attbutes do not include (i) any energy,
capacity, reliabilty or other power attrbutes from the Facility, (ii) production tax credits associated with
the construction 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.
1.9 "Facility" -_That electric generation facility described in Appendix B of ths Agreement.
1.10 "First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Aricle N and the Seller begins delivering energy to the Idaho
Power electrical system at the Point of Delivery.
1.11 "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 Year Day, Memorial Day, Independence Day, Labor
Day, Thansgiving and Chrstmas.
1.12 "Heavy Load Peak Hours" - The daily Heavy Load Hours from hour beginning at 3:00 pm through hour
ending 7 pm Mountain time, (4 hours).
1.13 "Heavy Load Standard Hours" - The daily Heavy Load Hours not included as Heavy Load Peak Hours.
1.14 "Interconnection Facilities" - All equipment specified in Schedule 72.
1.15 "Light Load Hours" - The daily hours begining at 11 :00 pm, ending at 7:00 am Mountain Time (8
hours), plus all other hours on all Sundays, New Year Day, Memorial Day, Independence Day, Labor
Day, Thanksgivig and Chrstmas.
1.16 "Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurng as a result of the
transformation and transmission of energy between the point where the Facility's energy is metered and
the point the Facility's energy is delivered to the Idaho Power electrical system. The loss calculation
formula wil be as specified in Appendix B of this Agreement.
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1.17 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market Energy
Cost.
1.18 "Material Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.19 "Maximum Capacity Amount" - The maximum capacity (MW) of the Facility wil be as specified in
Appendix B of this Agreement.
1.20 "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.
1.21 "Metering Point" - The physical point at which the Metering Equipment is located that enables
accurate measurement of the Test Energy and Net Energy deliveries to Idaho Power at the Point of
Delivery for this Facility that provides all necessar data to administer this Agreement.
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
standadized conditions, expressed in amperes, kilovolt-amperes, kilowatts, volts or other appropriate
units. Usually indicated on a nameplate attached to the individual machine or device.
1.24 "Net Energy" - All of the electric energy produced by the Facilty, less Station Use, less Losses,
expressed in kilowatt hours (kWh) delivered to Idaho Power at the Point of Delivery. Subject to the
terms ?fthis Agreement, Seller commits to deliver all Net Energy to Idaho Power at the Point of
Delivery for the full term of the Agreement.
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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.
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
ordinarly 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 arising as a result of the generation of electricity associated with
the REC. One REC represents the Environmental 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 achievig 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.
1.30 "Schedule 72" - Idaho Power's Tariff No 101, Schedule 72 or its successor schedules as approved by
the Commssion. The Seller shall be responsible to pay all costs of interconnection and integration of
this Facility into the Idaho Power electrical system as specified within Schedule 72 and this Agreement.
1.31 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.32 "Special Facilities" - Additions or alterations of transmission 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 auxilar or otherwise related to
the production of electricity by the Facility.
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1.34 "Surplus Energy" - defined as follows:
1.34.1 For the first Contract Year: I) Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrcal system during the month which exceeds 130% of the monthly Net
Energy Amount for the corresponding month specified in paragraph 6.2, or 2) All Net Energy
produced by the Seller's Facilty and delivered to the Idaho Power electrical system in any
month where the Net Energy delivered for that month is less than 70% of the monthly Net
Energy Amount for the corresponding month specified in paragraph 6.2, or 3) All Net Energy
produced by the Seller's Facilty and delivered by the Facilty to the Idao Power electrical
system prior to the Operation Date.
1.34.2 For all Contract Years other then the first Contract Year: 1) Net Energy produced by the Seller's
Facility and delivered to the Idaho Power electrical system durng the month which exceeds
110% of the monthly Net Energy Amount for the corresponding month specified in pargraph
6.2, or 2) All Net Energy produced by the Seller's Facility and delivered to the Idaho Power
electrical system in any month where the Net Energy delivered for that month is less than 90%
ofthe monthly Net Energy Amount for the corresponding month specified in paragraph 6.2, or
3) All Net Energy produced by the Seller's Facility and delivered by the Facilty to the Idao
Power electrical system prior to the Operation Date.
1.35 "Total Cost of the Facility" - The total cost of structures, equipment and appurenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation - Seller warants and represents to Idaho Power that in entering into
this Agreement and the undertakng 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,
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attorneys or accountants, that Seller may have consulted or relied on in undertaking the trasactions
contemplated by this Agreement have been solely those of Seller.
ARTICLE II: WARTIES
3.1 No Warrty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confiration by Idaho Power and
Idaho Power makes no warranties, expressed or implied, regarding any aspect of Seller's design,
specifications, equipment or facilities, including, but not limited to, safety, durabilty, reliability,
strength, capacity, adequacy or economic feasibilty.
3.2 Qualifyng Facility Status - Seller warnts that the Facility is a "Qualifying Facility," as that term is
used and defined in 18 CFR 292.201 et seq. After initial qualification, Seller wil take such steps as may
be required to maintain the Facility's Qualifying Facility status durg the term of this Agreement and
Seller's failure to maintain Qualifying Facilty status wil be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualifying Facilty status and associated support
and compliance documents at anytime during the term of this Agreement.
ARTICLE N: 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 Subpar 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 admtted
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.i 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
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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 rendering the opinion understands that Idaho Power is relying on said opinion.
Idaho Power's acceptance of the form wil not be unreasonably withheld. The Opinion Letter
wil be governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
4.1.3 Nameplate Capacity - Submit to Idaho Power manufacturer's and engineering documentation
that establishes the Nameplate Capacity of each individual generation unit that is included
within this entire Facility and also the total of these components to determne the Facility
Nameplate Capacity rating. 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.
4.1.4 Engineer's Certifications - Submit an executed Engineer's Certification of Design &
Constrction Adequacy and an Engineer's Certification of Operations and Maintenance (O&M)
Policy as described in Commission Order No. 21690. These certificates wil be in the form
specified in Appendix C but may be modified to the extent necessary to recognize the different
engineering disciplines providing the certificates.
4.1.5 Insurance - Submit written proof to Idao Power of all insurance required in Aricle XIII.
4.1.6 Interconnection - Provide written confirmation from Idaho Power's delivery business unit that
Seller has satisfied all interconnection requirements.
4.1.7 Network Resource Designation - The Seller's Facility has been designated as a network
resource capable of deliverig firm energy up to the amount of the Maximum Capacity.
4.1.8 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 Idao Power.
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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 five (25) Contract
Years from the Operation Date.
5.2 Operation Date - The Operation Date may occur only after the Facility has achieved all of the following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has been
received.
c) Seller has demonstrated to Idaho Power's satisfaction that the Facility is complete and able
to provide energy in a consistent, reliable and safe manner.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confiration from Idaho Power of the Operation Date. This
confirmation wil not be unreasonably 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 that are not Force Majeure events accepted by both Parties, shall not prevent
Delay Liquidated Damages from 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 prior to ninety (90)
days following the Scheduled Operation Date, Seller shall pay Idaho Power Delay Liquidated
Damages calculated at the end of each calenda month after the Scheduled Operation Date as
follows:
Delay Liquidated Damages are equal to ((Curent month's Initial Year Net Energy
Amount as specified in paragraph 6.2.1 divided by the number of days in the curent
month) multiplied by the number of days in the Delay Period in the. current month)
multiplied by the current month's Delay Price.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled Operation
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Date, the Seller shall pay Idaho Power Delay Liquidated Damages calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW, less the actual Delay Liquidated Damages paid
pursuant to paragraph 5.3.1 above.
5.4 If Seller fails to achieve the Operation Date within one-hundred and twenty (120) days following the
Scheduled Operation Date, such failure wil be a Material Breach and Idaho Power may termnate this
Agreement at any time until the Seller cures the Material Breach. Additional Delay Liquidated
Damages beyond those 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
terminates this Agreement.
5.5 Seller shall pay Idaho Power any calculated Delay Damages or Delay Liquidated Damages within seven
(7) days of when Idaho Power calculates and presents any Delay Damages or Delay Liquidated
Damages bilings to the Seller. Seller's failure to pay these damages 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.
5.6 The Paries agree that the daages Idaho Power would incur due to delay in the Facility achieving the
Operation Date on or before the Scheduled Operation Date would be difficult or impossible to predict
with cerinty, and that the Delay Liquidated Damages are an appropriate approximation of such
damages.
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 interconnection process
b) Received and accepted an interconnection feasibility study for this Facility.
c) Provided all information required to enable Idaho Power to fie an initial
transmission capacity request.
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d) Accepted the results of the initial trasmission capacity request.
e) Acknowledged responsibilty for all interconnection costs and any costs associated
with acquiring adequate firm trasmission capacity to enable the project to be
classified as an Idaho Power fir network resource. If final interconnection or
transmission studies are not complete at the time the Seller executes this
Agreement, the Seller understads that the Seller's obligations to pay Damages and
Liquidated Damages associated with the projects failure to achieve the Operation
Date by the Scheduled Operation Date as specified in this Agreement is not relieved
by final interconnection or transmission processes and schedules.
5.8 Within thiry (30) days of the date of a final non-appealable Commission Order as specified in Aricle
XXI approving this Agreement, the Seller shall post liquid securty ("Delay Security") in a form as
described in Appendix D equal to or exceeding the amount calculated in paragraph 5.8.1. Failure to
post this Delay Security 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 ($45) multiplied by the Maximum Capacity with the
Maximum Capacity being measured in kW or the sum of three month's estimated revenue.
Where the estimated three months of revenue is the estimated revenue associated with the 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
Hours Energy Price specified in paragraph 7.2 for each of those three months.
5.8.1.1 In the event Seller provides Idaho Power with certification that, (1) a generation
interconnection agreement specifying a schedule that wil enable this Facility to achieve
the Operation Date no later than the Scheduled Operation Date has been completed and
the Seller has paid all required interconnection costs, or (2) a generation interconnection
agreement is substantially complete and all material costs of interconnection have been
identified and agreed upon and the Seller is in compliance with all terms and
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conditions of the generation interconnection agreement, the Delay Security calculated
in accordance with paragraph 5.8.1 wil be reduced by ten percent (10%).
5.8.1.2 If the Seller has received a reduction in the calculated Delay Securty as 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
Facility wil not achieve its Operation Date by the Scheduled Operation Date, or (2) if
the Seller does not maintain compliance with the generation interconnection agreement,
the full amount of the Delay Security as calculated in pargraph 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 to timely reinstate the Delay Securty wil
be a Material Breach of this Agreement.
5.8.2 Idaho Power shall release any remaining security posted hereunder after all calculated Delay
Damages and/or Delay Liquidated Damages are paid in full to Idaho Power at the earlier of, 1)
thiry (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 ls excused as
provided herein, Idaho Power wil purchase and Seller wil sell all of the Net Energy to Idao Power at
the Point of Delivery. Net Energy produced by the Facility and delivered by the Seller at any moment in
time to the Point of Delivery that exceeds the Maximum Capacity Amount wil be a Material Breach of
this Agreement.
6.2 Net Energy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
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6.2.1 Intial Year Monthly Net Energy Amounts:
Month
Season i
March
April
May
Season 2
July
August
November
December
Season 3
June
September
October
Januar
Februar
kWh
3,118,600
3,822,900
4,712,000
5,310,300
4,606,600
1,866,600
1,466,300
4,980,000
4,071,000
2,954,300
1,125,300
1,633,212
6.2.2 Ongoing Monthly Net Energy Amounts - Seller shall initially provide Idaho Power with one
year of monthly generation estimates (Initial Year Monthly Net Energy Amounts) and
beginning at the end of month nine and every three months thereafter provide Idaho Power with
an additional three months of forward generation estimates beyond those generation estimates
previously provided. This information wil be provided to Idaho Power by written notice in
accordance with paragraph 25.1, no later than 5:00 PM of the 5th day following the end of the
previous month or by electronic notice provided and verified via retu electronic verification of
receipt to the electronic notices addressed specified in paragraph 25.1, no later than 5:00 PM of
the 5th day following the end of the previous month. If the Seller does not provide the Ongoing
Monthly Net Energy Amounts in a timely manner, Idaho Power wil use the most recently
provided 3 matching months of the Initial Year Monthly Net Energy Amounts specified in
paragraph 6.2.1 for the next 3 months of monthly Net Energy amounts.
6.2.3 Seller's Adjustment of Net Energy Amount
6.2.3.1 No later than 30 days prior to the first day of the second Contract Year, by written
notice given to Idaho Power in accordance with pargraph 25.1, the Seller may revise
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all of the previously provided Initial Year Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9th month after the first day of the second Contract Year
and at the end of every third month thereafter: (1) the Seller may not revise the
immediate next three months of previously provided Net Energy Amounts, (2) but by
written notice given to Idao Power in accordace with paragraph 25.1, no later than
5 :00 PM of the 5th day following the end of the previous month, the Seller may revise
all other previously provided Net Energy Amounts. Failure to provide timely written
notice of changed amounts wil be deemed to be an election of no change.
6.2.4 Idaho Power Adjustment of Net Energy Amount - IfIdaho Power is excused from accepting the
Seller's Net Energy as specified in paragraph 12.2.1 or if the Seller declares a Suspension of
Energy Deliveries as specified in paragraph 12.3.1 and the Seller's declared Suspension of
Energy Deliveries is not uneasonably rejected by Idaho Power, the Net Energy Amount as
specified in paragraph 6.2 for the specific month in which the reduction or suspension under
paragrph 12.2.1 or 12.3.1 occurs wil be reduced in accordance with the following:
Where:
NEA Current Month's Net Energy Amount (Paragraph 6.2)
SGU a.) If Idao Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value wil be
equal to the percentage of curailment 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 paragraph 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 of this
agreement.
RSH Actual hour the Facilty's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
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TH Actual total hours in the current month
Resulting formula being:
Adjusted
Net Energy = NEA
Amount - ( (sou X NEA ) X ( RSHTGU TH ) )
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.
ARTICLE VII: PURCHASE PRICE AN METHOD OF PAYMENT
7.1 Base Energy Purchase Price
7.1.1 During the months of March, April and May Idaho Power shall pay the non-levelized Heavy
Load Energy Price for all Base Energy received durng Heavy Load Hours and the Light Load
Energy Price for all Base Energy received durng Light Load hours for each year as specified
below:
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Heavy Load Energy Price
Mils/kWh
71.88
72.17
72.46
72.75
73.04
73.33
73.62
73.91
74.21
74.50
74.80
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Light Load Energy Price
Mils/kWh
66.53
66.82
67.11
67.40
67.69
67.98
68.27
68.56
68.86
69.15
69.45
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
75.10
75.40
75.70
76.00
76.30
76.61
76.91
77.22
77.53
78.28
79.04
79.80
80.58
81.36
82.15
69.75
70.05
70.35
70.65
70.95
71.26
71.56
71.87
72.18
72.93
73.69
74.45
75.23
76.01
76.80
7.1.2 During the months of November and December, Idaho Power shall pay the non-Ievelized Heavy
Load Energy Price for all Base Energy received durg Heavy Load Hours and the Light Load
Energy Price for all Base Energy received durng Light Load hours for each year as specified
below:
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Heavy Load Energy Price
Mils/kWh
117.36
117.83
118.30
118.77
119.24
119.72
120.19
120.67
121.15
121.64
122.12
122.61
123.10
123.59
124.08
124.57
125.07
125.57
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Light Load Energy Price
Mils/kWh
108.63
109.09
109.56
110.03
110.51
110.98
11 1.46
11 1.94
112.42
112.90
113.39
113.87
114.36
114.85
115.34
115.84
116.34
116.83
2030
2031
2032
2033
2034
2035
2036
2037
126.07
126.57
127.80
129.04
130.29
131.56
132.83
134.12
117.34
117.84
119.06
120.30
121.56
122.82
124.10
125.39
7.1.3 During the months of July and August, Idaho Power shall pay the non-levelized Heavy Load
Standad Energy Price for all Base Energy received during Heavy Load Standard Hours, the
Heavy Load Peak Hour Prices for all Base Energy received during Heavy Load Peak Hours and
the Light Load Energy Price for all Base Energy received durg Light Load Hours for each
year as specified below:
Heavy Load Standard Heavy Load Peak Light Load Energy
Energy Price Energy Price Price
Year Mils/kWh Mils/kWh Mils/kWh
2012 115.01 123.23 108.63
2013 115.47 123.72 109.09
2014 115.93 124.22 109.56
2015 116.39 124.71 110.03
2016 116.86 125.20 110.51
2017 117.33 125.71 110.98
2018 117.79 126.20 11 1.46
2019 118.26 126.70 11 1.94
2020 118.73 127.21 112.42
2021 119.21 127.72 112.90
2022 119.68 128.23 113.39
2023 120.16 128.74 113.87
2024 120.64 129.26 114.36
2025 121.12 129.77 114.85
2026 121.60 130.28 115.34
2027 122.08 130.80 115.84
2028 122.57 131.32 116.34
2029 123.06 131.85 116.83
2030 123.55 132.37 117.34
2031 124.04 132.90 117.84
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2032 125.24 134.19 119.06
2033 126.46 135.49 120.30
2034 127.68 136.80 121.56
2035 128.93 138.14 122.82
2036 130.1 7 139.47 124.10
2037 131.44 140.83 125.39
7.1.4 During the months of June, September, October, Januar and February, Idaho Power shall
pay the non-levelized Heavy Load Energy Price for all Base Energy received durng Heavy
Load Hours and the Light Load Energy Price for all Base Energy received durng Light
Load hours as specified below:
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
Heavy Load Energy Price
Mils/kWh
97.80
98.19
98.58
98.97
99.37
99.76
100.16
100.56
100.96
101.36
101.77
102.17
102.58
102.99
103.40
103.81
104.23
104.64
105.06
105.48
106.50
107.53
108.58
109.63
110.69
11 1.77
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Light Load Energy Price
Mils/kWh
90.52
90.91
91.30
91.69
92.09
92.48
92.88
93.28
93.68
94.08
94.49
94.89
95.30
95.71
96.12
96.53
96.95
97.36
97.78
98.20
99.22
100.25
101.30
102.35
103.41
104.49
7.2 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 for each year as specified below:
March, April and
May
July, August,
November and
December
June, September,
October, Januar and
Februar
Year
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
Mils/kWh
69.50
69.79
70.08
70.37
70.66
70.95
71.24
71.53
71.83
72.12
72.42
72.72
73.02
73.32
73.62
73.92
74.23
74.53
74.84
75.15
75.90
76.66
77.42
78.20
78.98
79.77
Mills/kWh
113.48
113.94
114.41
114.88
115.36
115.83
116.31
116.79
117.27
117.75
118.23
118.72
119.21
119.70
120.19
120.69
121.18
121.68
122.18
122.69
123.91
125.15
126.40
127.67
128.94
130.23
Mils/kWh
94.56
94.95
95.34
95.74
96.13
96.52
96.92
97.32
97.72
98.12
98.53
98.93
99.34
99.75
100.16
100.57
100.99
101.40
101.82
102.24
103.26
104.29
105.34
106.39
107.45
108.53
7.3 Surlus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the lower of the
current month's Market Energy Reference Price, Light Load Energy Price or the All Hour Energy Price
specified in paragraph 7.2.
7.4 Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power wil be
disbursed to the Seller within 30 days of the date which Idaho Power receives and accepts the
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documentation of the monthly Net Energy actually delivered to Idaho Power as specified in
Appendix A.
7.5 Continuing Jurisdiction of the Commission _ This Agreement is a special contract and, as such, the rates,
terms and conditions contained in this Agreement wil be construed in accordance with Idaho Power
Company v. Idaho Public Utilities Commission and Afton Energy, Inc., 107 Idaho 781, 693 P.2d 427
(1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 Idao 1122,695 P.2d 1 261
(1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idaho 925, 729 P .2d 400 (1986), Section 210
of the Public Utilty Regulatory Policies Act of 1978 and 18 CFR §292.303-308
ARTICLE VII: ENVIRONMENTAL ATTRIUTES
8.1 Environmental Attrbutes. Idaho Power wil be granted ownership of 50% of all of the Environmental
Attributes associated with the Facility and Seller wil likewise retain 50% ownership of all ofthe
Environmental Attrbutes associated with the Facilty. Title of 50% Environmental Attributes shall pass
to Idaho Power at the same time that transfer of title of the associated Test Energy or Net Energy to
Idaho Power occurs. If after the Effective Date any additional Environmental Attributes or similar
environmental value is created by legislation, regulation, or any other action, including but not limited
to, carbon credits and carbon offsets, Idaho Power shall be granted ownership of 50% of these additional
Environmental Attributes or environmental values that are associated with the Test Energy or the Net
Energy delivered by the Seller to Idaho Power. Seller shall use prudent and commercially reasonable
efforts to ensure that any operations of the Facility do not jeopardize the current or future Environmental
Attribute status of this solar generation Facilty.
8.2 The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and reporting
requirements are completed by the responsible Parties.
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually cooperate to
enable Idaho Power's Environmental Attributes from this Facility to be placed into Idao
Power's WREGIS account or any other Environment Attribute accounting and trcking system
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selected by the Idaho Power. The Seller at the Seller's sole expense wil be responsible to
establish and maintain the Seller's WREGIS or other Envionmental Attribute account and/or
system that enables the creation of the Environmental Attribute certificates associated with this
Project and the transfer of 50% of the Environmental Attributes to Idao Power for the Term of
this Agreement. If the Environmental Attribute accounting and tracking system initially
selected by Idao Power is materially altered or discontinued durg the Term of this
Agreement, the Parties shall cooperate to identify an appropriate alternative Environmental
Attribute accounting and trackig process and enable the Environmental Attributes be processed
through this alterative method.
8.2.2 Each Pary shall only report under Section 1605(b) of the Energy Policy Act of 1992 or under
any applicable program the 50% of the Environmental Attributes that such part owns and shall
refrain from reporting the Environmental Attributes owned by the other Pary.
8.2.3 If Idaho Power requests additional Environmental Attrbute certifications beyond what is
provided by the WREGIS process the Seller shall obtain any Environmental Attribute
certifications required by Idaho Power for those Envionmental Attributes delivered to Idaho
Power from the Seller. If the Seller incurs cost, as a result of Idaho Power's request, Seller shall
invoice Idaho Power for the reasonable costs, not to exceed 50% of the total cost of providing
such certification. If Idaho Power elects to obtain its own certifications, then Seller shall fully
cooperate with Idao Power in obtainig such certification.
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 to the Idaho Power Point of Delivery for the full term of the Agreement.
9.2 Interconnection Facilties - Except as specifically provided for in this Agreement, the required
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Interconnection Facilties wil be in accordance with Schedule 72, the Genertion Interconnection
Process and Appendix B. The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process, including but not limited to initial
costs incurred by Idaho Power for equipment costs, installation costs and ongoing monthly Idao Power
operations and maintenance expenses.
ARTICLE X: METERIG AN TELEMETRY
10.1 Metering - Idaho Power shall, for the account of Seller, provide, install, and maintain Meterig
Equipment to be located at a mutually agreed upon location to record and measure power flows to Idao
Power in accordace with this Agreement and Schedule 72. The Meterig Equipment will be at the
location and the type required to measure, record and report the Facility's Net Energy, Station Use, and
maximum energy deliveries (kW) at the Point of Delivery in a manner to provide Idaho Power adequate
energy measurement data to administer this Agreement and to integrate this Facility's energy production
into the Idaho Power electrical system.
10.2 Telemetry - Idao Power wil install, operate and maintain at Seller's expense communications and
telemetry equipment which wil be capable of providing Idao Power with continuous instantaneous
telemetry of Seller's Net Energy produced and delivered to the Idao Power Point of Delivery to Idao
Power's Designated Dispatch Facilty.
ARTICLE XI - RECORDS
11.1 Maintenance of Records - Seller shall maintain at the Facilty or such other location mutually acceptable
to the Parties adequate total generation, Net Energy, Station Use, and maximum generation (kW)
records in a form and content acceptable to Idaho Power.
11.2 Inspection - Either Pary, after reasonable notice to the other Pary, shall have the right, during normal
business hour, to inspect and audit any or all generation, Net Energy, Station Use, and maximum
generation (kW) records pertaining to the Seller's Facility.
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ARTICLE XII: OPERATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating communications
through Idao Power's Designated Dispatch Facility in accordance with Appendix A of this Agreement.
12 .2 Energy Acceptance -
12.2.1 Idaho Power shall be excused from accepting and payig for Net Energy which would have
otherise been produced by the Facilty and delivered by the Seller to the Point of Delivery, if it
is prevented from doing so by an event of Force Majeure, or temporar disconnection of the
Facilty in accordance with Schedule 72. If, for reasons other than an event of Force Majeure, a
temporary disconnection under Schedule 72 exceeds twenty (20) days, beginnng with the
twenty-first day of such interrption, curilment or reduction, Seller wil be deemed to be
delivering Net Energy at a rate equivalent to the pro rata daily average of the amounts specified
for the applicable month in paragraph 6.2. Idaho Power wil notify Seller when the interrption,
curtilment or reduction is terminated.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or Interconnection
Facilities is unsafe or may otherwise adversely affect Idaho Power's equipment, personnel or
servce to its customers, Idaho Power may temporarly disconnect the Facility from Idao
Power's transmission/distrbution system as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances wil the Seller deliver Net Energy from the Facilty to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in time.
Seller's failure to limit deliveries to the Maximum Capacity Amount wil be a Material Breach
of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facilty and is not excused from
accepting the Facility's energy, Idaho Power's daages shall be limited to only the contract
value of the estimated energy that Idaho Power was unable to accept. Idaho Power wil have no
responsibilty to pay for any other costs, lost revenue or consequential damages the Facility may
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incur.
12.3 Seller Declared Suspension of Energy Deliveries
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 paragraph
12.3.2 below, temporarly suspend all deliveries of Net Energy to Idao Power from the Facility
or from individual generation unites) within the Facility impacted by the forced outage for a
period of not less than 48 hours to correct the forced outage condition ("Declared Suspension of
Energy Deliveries"). The Seller's Declared Suspension of Energy Deliveries wil begin at the
star of the next full hour following the Seller's telephone notification as specified in paragraph
12.3.2 and wil continue for the time as specified (not less than 48 hours) in the wrtten
notification provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occurred, the Net Energy Amount wil be adjusted as specified in paragraph 6.2.4.
12.3.2 If the Seller desires to intiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller wil notify the Designated Dispatch Facility by telephone. The
beginnng 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 Idaho Power a written notice in accordance with Aricle
XXV that wil contain the beginning 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 determine Idaho Power's acceptance of the described forced outage as qualifyg for a
Declared Suspension of Energy Deliveries as specified in paragraph 12.3.1. Idao 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
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Seller's Facility.
12.4 Scheduled Maintenance - On or before January 31st of each calenda year, Seller shall submit a written
proposed maintenance schedule of significant Facility maintenance for that calendar year and Idao
Power and Seller 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 take into
consideration Prudent Electrical Practices, Idao Power system requirements and the Seller's preferred
schedule. Neither Pary shall uneasonably withhold acceptance of the proposed maintenace 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 interrpt interconnection or curail deliveries from the Seller's Facilty. Seller
understands that in the case of emergency circumstances, real time operations of the electrical system,
and/or unplaned events, Idao Power may not be able to provide notice to the Seller prior to
interrption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XII: INEMNIICATION AN INSURNCE
13.1 Indemnification - Each Pary shall agree to hold harless and to indemnify the other Pary, its officers,
agents, affiiates, subsidiares, parent company and employees against all loss, damage, expense and
liabilty to third persons for injur to or death of person or injury to property, proximately caused by the
indemnifyng Party'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 indemnifying Pary shall, on the other Pary's request, defend any suit
asserting a claim covered by this indemnity. The indemnifyng Pary shall pay all documented costs,
including reasonable attorney fees that may be incured by the other Party in enforcing this indemnty.
13.2 Insurance - Durg the term of this Agreement, Seller shall secure and continuously car the following
insurance coverage:
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13.2.1 Comprehensive General Liabilty Insurance for both bodily injury and property daage with
limits equal to $1,000,000, each occurrence, combined single limit. The deductible for such
insurance shall be consistent with curent Insurance Industry Utilty practices for similar
property.
13.2.2 The above insurance coverage shall be placed with an insurce company with an A.M. Best
Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without ten (10) days' prior written notice to Idao Power.
13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.6 herein and anually
thereafter, Seller shall furnsh Idaho Power a certificate of insurance, together with the endorsements
required therein, evidencing the coverage as set forth above.
13.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurance coverage required by paragraph
13.2 shall lapse for any reason, Seller wil imediately notify Idaho Power in writing. The notice wil
advise Idaho Power of the specific reason for the lapse and the steps Seller is taking to reinstate the
coverage. Failure to provide this notice and to expeditiously reinstate or replace the coverage wil
constitute a Material Breach of this Agreement.
ARTICLEXN: FORCEMAJEUR
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, fire, flood,
storms, wars, hostilities, civil strife, strkes and other labor disturbances, earhquakes, fires, lightning,
epidemics, sabotage, or changes in law or regulation occurrg after the Effective Date, which, by the
exercise of reasonable foresight such pary could not reasonably have been expected to avoid and by the
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exercise of due dilgence, it shall be unable to overcome. If either Pary is rendered wholly or in par
unable to perform its obligations under this Agreement because of an event of Force Majeure, both
Parties 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 wrtten 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 occurence 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 occurence.
ARTICLE XV: LIAILITY; DEDICATION
15.1 Limitation of Liabilty. Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Pary to this Agreement. Neither
pary shall be liable to the other for any indirect, special, consequential, nor puntive daages, except as
expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Pary's system or any portion thereof to the Pary or the public or affect
the status of Idaho Power as an independent public utilty corporation or Seller as an independent
individual or entity.
ARTICLE XVI: SEVERA OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise, the duties, obligations and liabilties
of the Paries are intended to be several and not joint or collective. Nothing contained in this Agreement
shall ever be construed to create an association, trust, partnership or joint venture or impose a trust or
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parnership 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: WANER
17.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement or
with respect to any other matters arsing in connection with this Agreement shall not be deemed a
waiver with respect to any subsequent default or other matter.
ARTICLE XVII: CHOICE OF LAWS AN VENU
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State ofIdaho
without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement wil lie in the District Cour of the
Fourh Judicial District ofIdaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AN DEFAULT
19.1 Disputes - All disputes related to or arising under this Agreement, including, but not limted to, the
interpretation of the terms and conditions of this Agreement, wil be submitted to the Commssion for
resolution.
19.2 Notice of Default
19.2.1 Defaults - If either Party fails to perorm 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 Pary, specifyng the maner in which such default occured. If the defaulting
Pary shall fail to cure such default within the sixty (60) days after service of such notice, or
if the defaulting Party 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 diligently pursue such cure, then, the non defaulting Party may, at its option,
terminate this Agreement and/or pursue its legal or equitable remedies.
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19.2.2 Material Breaches - The notice and cure provisions in paragrph 19.2.1 do not apply to
defaults identified in ths Agreement as Material Breaches. Material Breaches must be cured
as expeditiously as possible following occurence of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller wil provide Idao Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller fails to
comply, such failure wil be a Material Breach and may only be cured by Seller supplying
evidence that the required insurance coverage has been replaced or reinstated.
19.3.2 Engineer's Certifications - Every three (3) years after the Operation Date, Seller wil supply
Idaho Power with a Cerification of Ongoing Operations and Maintenance (O&M) from a
Registered Professional Engineer licensed in the State of Idaho, which Cerification of
Ongoing 0 & M shall be in the form specified in Appendix C. Seller's failure to supply the
required certificate wil be an event of default. Such a default may only be cured by Seller
providing the required certificate.
19.3.3 Licenses and Permits - Durng 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 permits and
licenses described in paragraph 4.1.1 or to provide the documentation required by this
paragraph, such failure wil be an event of default and may only be cured by Seller
submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jursdiction of those governental agencies having control over either
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Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 This Agreement shall become finally effective upon the Commssion's approval of all terms and
provisions hereof without change or condition and declaration that all payments to be made to Seller
hereunder shall be allowed as prudently incured expenses for ratemakng purposes.
ARTICLE XXII: SUCCESSORS AN ASSIGNS
22.1 This Agreement and all of the terms and provisions hereof shall be bindig 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 obtained. Such
consent shall not be unreasonably withheld. Notwithstanding the foregoing, any party which Idaho
Power may consolidate, or into which it may merge, or to which it may conveyor transfer substantially
all of its electric utility assets, shall automatically, without further act, and without need of consent or
approval by the Seller, succeed to all of Idaho Power's rights, obligations and interests under this
Agreement. This article shall not prevent a financing entity with recorded or secured rights from
exercising all rights and remedies available to it under law 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 unless it is in writing and signed by both Paries and
subsequently approved by the Commission.
ARTICLE XXN: TAXES
24.1 Each Pary shall pay before delinquency all taxes and other governental charges which, if failed to be
paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
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ARTICLE XXV: NOTICES
25.1 All written notices under this Agreement shall be directed as follows and shall be considered delivered
when faxed, e-mailed and confired with deposit in the U.S. Mail, first-class, postage prepaid, as
follows:
To Seller:
Original document to:
Interconnect Solar Development LLC
3777 Twilight Drive
Boise, ID 83703
Telephone:
Cell:
FAX:
208-440-0358
208-440-0358
E-mail: randyhemmer~c1earwire.net
Copy of document to:
Bil Piske
1303 E. Carter
Boise, ID 83706
Telephone:
Email:
208-941-7458
bilpiske~cableone.net
To Idaho Power:
Original document to:
Senior Vice President, Power Supply
Idaho Power Company
PO Box 70
Boise, Idao 83707
Email: Lgrow§idahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise, Idaho 83707
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E-mail: rallphi(fidaopower.com
Either Pary may change the contact person and/or address information listed above, by providing written notice
from an authorized person representing the Pary.
ARTICLE XXVI: ADDITIONAL TERMS AN CONDITIONS
26.1 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A
AppendixB
AppendixC
AppendixD
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifications
Forms of Liquid Security
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforceabilty of any term or provision of this Agreement shall not affect the
validity or enforceability of any other ters or provisions and this Agreement shall be construed in all
other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVII: COUNERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIR AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter hereof and
supersedes all prior or contemporaneous oral or written agreements between the Parties concernng the
subject matter hereof.
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IN WITNESS WHEREOF, The Paries hereto have caused this Agreement to be executed in
their respective names on the dates set forth below:
Idao Power Company
By
Dated
Lisa A Grow
Sr. Vice President, Power Supply
"/0, -to ii
"Idaho Power"
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Interconnect Solar Development LLC
By
Dated
LJ
Randy Hemmer
Manager
/0-'1.,1)
"Seller"
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
PO Box 70
Boise, Idaho 83707
The meter readings required on this report wil be the readings on the Idaho Power Meter Equipment measurig
the Facility's total energy production and Station Usage delivered to Idao Power and the maximum generated
energy (kW) as recorded on the Metering Equipment and/or any other required energy measurements to
adequately administer this Agreement. This document shall be the document to enable Idaho Power to begin the
energy payment calculation and payment process. The meter readings on this report shall not be used to
calculate the actual payment, but instead wil be a check of the automated meter reading information that wil be
gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Project Name
Month Year
Project Number:
Address Phone Number:
City
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Date Time Meter
*Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facilty
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
7
State
Facilty
Output
Zip
Station
Usage
Station
Usage
Metered
Maximum Generation
kW
Net Generation
Breaker Closing Record
*Reason Time MeterDate
I hereby certify that the above meter readings are
true and correct as of Midnight on the last day of the
above month and that the switching record is accurate
and complete as required by the Firm Energy Sales
Agreement to which I am a Party.
Signature Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idao Power wil use the provided Metering and Telemetry equipment and processes to collect the
meter reading information from the Idaho Power provided Meterig Equipment that measures the Net Energy
and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of the last day of
the 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 Facility has achieved its Operation Date and has operated in a reliable and consistent maner
for a reasonable period of time, the Parties may mutually agree to modify this Routine Reporting
requirement.
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m., 1-800-356-4328 or 1-800-635-1093 and leave the following information:
. Project Identification - Project Name and Project Number
. Current 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 information:
· 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 Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Thadeus Carson
208-338-7070
Project On-site Contact information
Name:
Telephone Number:
Thadeus Carson
208-338-7070
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APPENDIXB
FACILITY AND POIN OF DELNERY
Project Name: Murhy Flats Solar Power Project
Project Number: 12616650
B-1 DESCRIPTION OF FACILITY
A Solar facility making use of 132 acres, consisting of 73,800 individual 285 Watt individual photo
voltaic panels for a total nameplate rating of the PV panels being 21.033 MW and 10- 2 MW Siemens
Inverters.
Var Capabilty (Both leading and lagging: Leading is .95 Lagging is .95
B-2 LOCATION OF FACILITY
Near: Murhy, Idaho
Sections: 25,26,35 & 36 Township: 2S Range: 2E County: Owyhee
Description of Interconnection Location: Antelope Lane
Nearest Idaho Power Substation: Sinker Creek
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller has selected August 1, 2012 as the Scheduled First Energy Date.
Seller has selected September 1, 2012 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.
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B-4 MAXIMUM CAPACITY AMOUN
This value wil be 20 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 could be
delivered by the Seller's Facility to the Idao Power electrical system at any moment in time.
B-5 POIN OF DELNERY
"Point of Delivery" means, unless otherise agreed by both Paries, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. Schedule 72 wil determe the
specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72 wil become
an integral par of this Agreement.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy 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 Idaho Power Metering Equipment is unable to measure the exact energy deliveries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation wil be
established to measure the energy losses (kWh) between the Seller's Facilty and the Idao Power Point
of Delivery. This loss calculation wil be initially set at 2% of the kWh energy production recorded on
the Facility generation metering equipment. At such time as Seller provides Idaho Power with the
electrical equipment specifications (transformer loss specifications, conductor sizes, etc.) of all of the
electrical equipment between the Facility and the Idaho Power electrical system, Idao Power wil
configure a revised Losses 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,
Idaho Power determines that the loss calculation does not correctly reflect the actual kWh Losses
attributed to the electrical equipment between the Facility and the Idaho Power electrical system, Idaho
Power may adjust the calculation and retroactively adjust the previous months kWh losses calculations.
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B-7 METERIG AN TELEMETRY
Schedule 72 wil determine the specific metering and telemetry requirements for this Facility. At the
minimum the Metering Equipment and Telemetry equipment must be able to provide and record hourly
energy deliveries to the Point of Delivery and any other energy measurements required to admster
this Agreement. These specifications wil include but not be limited to equipment specifications,
equipment location, Idaho Power provided equipment, Seller provided equipment, and all costs
associated with the equipment, design and installation of the Idaho Power provided equipment. Seller
wil arange for and make available at Seller's cost communication circuit(s) compatible with Idao
Power's communications equipment and dedicated to Idaho Power's use terminating at the Idao Power
facilities capable of providing Idaho Power with continuous instantaneous information on the Facilities
energy production. Idaho Power provided equipment wil be owned and maintained by Idaho Power,
with total cost of purchase, installation, operation, and maintenance, includig administrative cost to be
reimbursed to Idaho Power by the Seller. Payment of these costs wil be in accordance with Schedule
72 and the total metering cost wil be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idao Power canot accept or pay for generation from 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 Idaho Power to prepare and submit the NR.
Because much of the information Idaho Power needs to prepare the NR is specific to the Seller's
Facility, Idaho Power's ability to fie the NR in a timely manner is contingent upon timely receipt of
the required information from the Seller. Prior to Idaho Power beginng the process to enable Idaho
Power to submit a request for NR status for this Facility, the Seller shall have completed all
requirements as specified in Paragraph 5.7 of this Agreement. Seller's failure to provide complete
and accurate information in a tiely manner can significantly impact Idaho Power's abilty and
-40-
cost to attain the NRD designation for the Seller's Facilty and the Seller shall bear the costs of
any of these delays that are a result of any action or inaction by the Seller.
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APPENDIXC
ENGINER'S CERTIFICATION
OF
OPERATIONS & MAIENANCE POLICY
The undersigned , on behalf of himself /herself
and
follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between Idaho
Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject ofthe Agreement and this
Statement is identified as Idaho Power Company (IPCo) Facility No. and is hereinafter
, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
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 fuish electrical energy to
Idaho Power for a year perod.
6. That Engineer has substantial experience in the design, constrction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised 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
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built to appropriate standards, adherence to said O&M Policy wil result in the Project's producing at or near the
design electrical output, efficiency and plant factor for a year period.
9. That Engineer recognizes that Idaho Power, in accordace with paragraph 5.2 of the Agreement, is
relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his !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 hiself/herself and
hereinafter collectively referred to as "Engineer," hereby states and certifies to the
Seller as follows:
i. That Engineer is a Licensed Professional Engineer in good standing in the State ofIdaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between Idao
Power as Buyer, and as Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and this
Statement is identified as Idaho Power Company (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 fuish electrical 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 Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
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8. That Engineer has made a physical inspection of said Project, its operations and maintenance records
since the last previous certified inspection. It is Engineer's professional opinion, based on the Project's
appearance, that its ongoing O&M has been substantially in accordace with said O&M Policy; that it is in
reasonably good operating condition; and that if adherence to said O&M Policy continues, the Project wil
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordace with pargraph 5.2 of the Agreement, is
relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his !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
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himself /herself and
hereinafter collectively referred 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 Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement", between Idaho
Power as Buyer, and as Seller, dated ~
3. That the cogeneration or small power production project, which is the subject of the Agreement and this
Statement, is identified as Idaho Power Company (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 Merdian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical 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 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.
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8. That Engineer has reviewed the engineering design and construction of the Project, including the civil
work, electrical work, generating equipment, prime mover conveyance system, Seller fuished Interconnection
Facilties and other Project facilities and equipment.
9. That the Project has been constrcted in accordance with said plans and specifications, all applicable
codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. That the design and construction ofthe 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 accordace with paragraph 5.2 of the Agreement, in
interconnecting the Project with its system, is relyig on Engineer's representations and opinions contained in
this Statement.
12. That Engineer certifies that the above statements are complete, tre and accurate to the best of his!her
knowledge and therefore sets his!her hand and seal below.
By
(P .E. Stamp)
Date
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APPENDIXD
FORMS OF LIQUID SECURTY
The Seller shall provide Idaho Power with commercially reasonable securty instruents such as Cash
Escrow Security, Guarantee or Letter of Credit as those terms are defined below or other forms ofliquid
financial security that would provide readily available cash to Idao Power to satisfy the Delay Securty
requirement and any other security requirement within this Agreement.
For the purose ofthis Appendix D, the term "Credit Requirements" shall mean acceptable financial
creditworthiness 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 grade credit rating by Standard & Poor's
Corporation or Moody's Investor Services, Inc. shall be deemed to have acceptable financial
creditworthiness.
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
securtyamount(s). The Seller shall be responsible for all costs, and receive any interest eared
associated with establishing and maintaining the escrow account(s).
2. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to the
Delay Security or any other required securty amounts: a) a guaranty from a party that satisfies the
Credit Requirements, in a form acceptable to Idaho Power at its discretion, or b) an irrevocable
Letter of Credit in a form acceptable to Idaho Power, in favor ofIdaho Power. The Letter of Credit
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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 Guarntee(s) or Letter(s) of Credit.
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BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.IPC-E-11-1O
IDAHO POWER COMPANY
ATTACHMENT NO.2
REDLINED ORIGINAL FESA
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAhO POWER COMPANY
AND
INTERCONNECT SOLAR DEVELOPMENT LLC
TABLE OF CONTENTS
Article TITLE
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
10 Metering and Telemetry
11 Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability;Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Governmental Authorization
21 Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
Appendix D
1.4 “Delay Liquidated Damages”—Damages payable to Idaho Power as calculated in paragraph 5.3,5.4,
5.5,5.6 and 5.8.
1.5 “Delay Period”—All days past the Scheduled Operation Date until the Seller’s Facility achieves the
Operation Date.
1.6 “Delay Price”-The current month’s Mid-Columbia Market Energy Cost minus the current month’s All
Hours Energy Price specified in paragraph 7.2 of this Agreement.If this calculation results in a value
less than 0,the result ofthis calculation will be 0.
1.7 “Designated Dispatch Facility”-Idaho Power’s Systems Operations Group,or any subsequent group
designated by Idaho Power.
1.8 “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 sulfur oxides (SOx),nitrogen oxides (NOx),carbon monoxide
(CO)and other pollutants;(2)any avoided emissions of carbon dioxide (CO2),methane (CH4),nitrous
oxide,hydrofluorocarbons,periluorocarbons,sulfur hexafluoride and other greenhouse gases (GHGs)
that have been determined by the United Nations Intergovernmental Panel on Climate Change,or
otherwise by law,to contribute to the actual or potential threat of altering the Earth’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 bill,and international or foreign emissions trading
program.RECs are accumulated on a MWh basis and one REC represents the Environmental Attributes
Avoided emissions may or may not have any value for GHG compliance purposes.Although avoided emissions
are included in the list of Environmental Attributes,this inclusion does not create any right to use those avoided emissions
to comply with any GHG regulatory program.
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1.17 “Market Energy Reference Price”—Eighty-five percent (85%)of the Mid-Columbia Market Energy
Cost.
1.18 “Material Breach”—A Default (paragraph 19.2.1)subject to paragraph 19.2.2.
1.19 “Maximum Capacity Amount”—The maximum capacity (MW)of the Facility will be as specified in
Appendix B of this Agreement.
1.20 “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.
1.21 “Metering Point”-The physical point at which the Metering Equipment is located that enables
accurate measurement of the Test Energy and Net Energy deliveries to Idaho Power at the Point of
Delivery for this Facility that provides all necessary data to administer this Agreement.
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 will mutually
agree upon a replacement index,which is similar to the Dow Jones Mid-Columbia Index.The selected
replacement index will 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-amperes,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 Station Use,less Losses,
expressed in kilowatt hours (kWh)delivered 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.
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1.34 “Surplus Energy”—defmed as follows:
1.34.1 For the first Contract Year:1)Net Energy produced by the Seller’s Facility and delivered to the
Idaho Power electrical system during the month which exceeds 130%of the monthly Net
Energy Amount for the corresponding month specified in paragraph 6.2,or 2)All Net Energy
produced by the Seller’s Facility and delivered to the Idaho Power electrical system in any
month where the Net Energy delivered for that month is less than 70%ofthe monthly Net
Energy Amount for the corresponding month specified in paragraph 6.2,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.
1.34.2 For all Contract Years other then the first Contract Year:1)Net Energy produced by the Seller’s
Facility 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)All Net Energy produced by the Seller’s Facility and delivered to the Idaho Power
electrical system in any month where the Net Energy delivered for that month is less than 90%
of the monthly Net Energy Amount for the corresponding month specified in paragraph 6.2,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 entering into
this Agreement and the undertaking by Seller ofthe obligations set forth herein,Seller has investigated
and determined that it is capable ofperforming hereunder and has not relied upon the advice,
experience or expertise ofIdaho 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,
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opinion that Seller is in substantial compliance with said permits as of the date ofthe Opinion
Letter.The Opinion Letter will be in a form acceptable to Idaho Power and will acknowledge
that the attorney rendering the opinion understands that Idaho Power is relying on said opinion.
Idaho Power’s acceptance ofthe form will not be unreasonably withheld.The Opinion Letter
will 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 Nameplate Capacity —Submit to Idaho Power manufacturer’s and engineering documentation
that establishes the Nameplate Capacity of each individual generation unit that is included
within this entire Facility and also the total of these components to detennine the Facility
Nameplate Capacity rating.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.
4.1.4 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 will be in the form
specified in Appendix C but may be modified to the extent necessary to recognize the different
engineering disciplines providing the certificates.
4.1.5 Insurance -Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.6 Interconnection —Provide written confirmation from Idaho Power’s delivery business unit that
Seller has satisfied all interconnection requirements.
4.1.7 Network Resource Designation —The Seller’s Facility has been designated as a network
resource capable of delivering firm energy up to the amount of the Maximum Capacity.
4.1.8 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 will not be
unreasonably withheld by Idaho Power.
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Date,the Seller shall pay Idaho Power Delay Liquidated Damages calculated as follows:
Forty five dollars ($45)multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW,less the actual Delay Liquidated Damages paid
pursuant to paragraph 5.3.1 above.
5.4 If Seller fails to achieve the Operation Date within one-hundred and twenty (120)days following the
Scheduled Operation Date,such failure will 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 will 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
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 billings to the Seller.Seller’s failure to pay these damages within the specified time will 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.
5.6 The Parties agree that the damages Idaho Power would incur due to delay in the Facility achieving the
Operation Date on or before the Scheduled Operation Date would be difficult or impossible to predict
with certainty,and that the Delay Liquidated Damages are an appropriate approximation of such
damages.
5.7 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 interconnection process
b)Received and accepted an interconnection feasibility study for this Facility.
c)Provided all information required to enable Idaho Power to file an initial
transmission capacity request.
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conditions of the generation interconnection agreement,the Delay Security calculated
in accordance with paragraph 5.8.1 will 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
Facility will 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 Security as calculated in paragraph 5.8.1 will be subject to
reinstatement and will be due and owing within five (5)business days from the date
Idaho Power requests reinstatement.Failure to timely reinstate the Delay Security will
be a Material Breach ofthis Agreement.
5.8.2 Idaho Power shall release any remaining security posted hereunder after all calculated Delay
Damages andlor Delay Liquidated Damages are paid in full to Idaho Power at the earlier of,1)
thirty (30)days after the Operation Date has been achieved,or 2)sixty (60)days after the
Agreement has been terminated.
ARTICLE VI:PURCHASE AND SALE OF NET ENERGY
6.1 Delivery and Acceptance of Net Energy -Except when either Party1s performance is excused as
provided herein,Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power at
the Point of Delivery.Net Energy produced by the Facility and delivered by the Seller at any moment in
time to the Point of Delivery that exceeds the Maximum Capacity Amount will be a Material Breach of
this Agreement.
6.2 Net Energy Amounts -Seller intends to produce and deliver Net Energy in the following monthly
amounts:
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all of the previously provided Initial Year Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9th month after the first day of the second Contract Year
and at the end of every third month thereafter:(1)the Seller may not revise the
immediate next three months of previously provided Net Energy Amounts,(2)but by
written notice given to Idaho Power in accordance with paragraph 25.1,no later than
5:00 PM of the 5th day following the end of the previous month,the Seller may revise
all other previously provided Net Energy Amounts.Failure to provide timely written
notice of changed amounts will be deemed to be an election of no change.
6.2.4 Idaho Power Adjustment of Net Energy Amount —If Idaho Power is excused from accepting the
Seller’s Net Energy as specified in paragraph 12.2.1 or if the Seller declares a Suspension of
Energy Deliveries as specified in paragraph 12.3.1 and the Seller’s declared Suspension of
Energy Deliveries is not unreasonably rejected by Idaho Power,the Net Energy Amount as
specified in paragraph 6.2 for the specific month in which the reduction or suspension under
paragraph 12.2.1 or 12.3.1 occurs will be reduced in accordance with the following:
Where:
NEA =Current Month’s Net Energy Amount (Paragraph 6.2)
SGU =a.)If Idaho Power is excused from accepting the Seller’s Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment 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 paragraph 12.3.1 this value will 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 of this
agreement.
RSH Actual hours the Facility’s Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
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2023 75.10 69.75
2024 75.40 70.05
75.70 70.35
2026 76.00 70.65
2027 76.30 70.95
2028 76.61 71.26
2029 76.91 71.56
2030 77.22 71.87
2031 77.53 72.18
78.28 72.93
79.04 73.69
2034 79.80 74.45
2035 80.58 75.23
81.36 76.or
2037 82.15 76.80
7.1.2 During the months of November and December,Idaho Power shall pay the non-levelized Heavy
Load Energy Price for all Base Energy received during Heavy Load Hours and the Light Load
Energy Price for all Base Energy received during Light Load hours for each year as specified
below:
Heavy Load Energy Price Light Load Energy Price
Year Mills/kWh Mills/kWh
2012 117.36 108.63
2013 117.83 109.09
2014 118.30 109.56
2015 118.77 110.03
2016 119.24 110.51
2017 119.72 110.98
2018 120.19 111.46
2019 120.67 111.94
2020 121.15 112.42
2021 121.64 112.90
2022 122.12 113.39
2023 122.61 113.87
2024 123.10 114.36
2025 123.59 114.85
2026 124.08 115.34
2027 124.57 115.84
2028 125.07 116.34
2029 125.57 116.83
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2032 125.24 134.19 119.06
2033 126.46 135.49 120.30
2034 127.68 136.80 121.56
2035 128.93 138.14 122.82
2036 130.17 139.47 124.10
2037 131.44 140.83 125.39
7.1.4 During the months of June,September,October,January and February,Idaho Power shall
pay the non-levelized Heavy Load Energy Price for all Base Energy received during Heavy
Load Hours and the Light Load Energy Price for all Base Energy received during Light
Load hours as specified below:
Heavy Load Energy Price Light Load Energy Price
Year Mills/kWh Mills/kWh
2012 97.80 90.52
98.19 90.91
2014 98.58 91.30
2015 98.97 91.69
2016 99.37 92.09
2017 99.76 92.48
2018 100.16 92.88
2019 100.56 93.28
2020 100.96 93.68
2021 101.36 94.08
2022 101.77 94.49
2023 102.17 94.89
2024 102.58 95.30
2025 102.99 95.71
2026 103.40 96.12
2027 103.81 96.53
2028 104.23 96.95
2029 104.64 97.36
2030 105.06 97.78
2031 105.48 98.20
2032 106.50 99.22
2033 107.53 100.25
2034 108.58 101.30
2035 109.63 102.35
2036 110.69 103.41
2037 111.77 104.49
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mm
203 94.82 154.80 129.00
2034 95.76 156.35 130.29
2O35 96.72 157.91 131.59
2036 97.69 159.49 132.91
203-7 98.67 161.09 134.24
7.3 Surplus Energy Price -For all Surplus Energy,Idaho Power shall pay to the Seller the lower of the
current month’s Market Energy Reference Price,Light Load Energy Price or the All Hours Energy Price
specified in paragraph 7.2.
7.4 Payment Due Date —Undisputed Energy payments,less any payments due to Idaho Power will be
disbursed to the Seller within 30 days of the date which Idaho Power receives and accepts the
documentation of the monthly Net Energy actually delivered to Idaho Power as specified in
Appendix A.
7.5 Continuing Jurisdiction of the Commission This Agreement is a special contract and,as such,the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho Power
Company v.Idaho Public Utilities Commission and Afton Ener2v,Inc.,107 Idaho 781,693 P.2d 427
(1984),Idaho Power Company v.Idaho Public Utilities Commission,107 Idaho 1122,695 P.2d 1 261
(1985),Aflon 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 Vifi:ENVIRONMENTAL ATTRIBUTES
8.1 Environmental Attributes.Idaho Power will be granted ownership of 50%of all of the Environmental
Attributes associated with the Facility and Seller will likewise retain 50%ownership of all of the
Environmental Attributes associated with the Facility.Title of 50%Environmental Attributes shall pass
to Idaho Power at the same time that transfer of title of the associated Test Energy or Net Energy to
Idaho Power occurs.If after the Effective Date any additional Environmental Attributes or similar
environmental value is created by legislation,regulation,or any other action,including but not limited
to,carbon credits and carbon offsets,Idaho Power shall be granted ownership of 50%of these additional
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invoice Idaho Power for the reasonable costs,not to exceed 50%of the total cost of providing
such certification.If Idaho Power elects to obtain its own certifications,then Seller shall fully
cooperate with Idaho Power in obtaining such certification.
ARTICLE IX:FACILITY AND INTERCONNECTION
9.1 Design of Facility -Seller will 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 to the Idaho Power Point of Delivery for the full term of the Agreement.
9.2 Interconnection Facilities -Except as specifically provided for in this Agreement,the required
Interconnection Facilities will be in accordance with Schedule 72,the Generation Interconnection
Process and Appendix B.The Seller is responsible for all costs associated with this equipment as
specified in Schedule 72 and the Generation Interconnection Process,including but not limited to initial
costs incurred by Idaho Power for equipment costs,installation costs and ongoing monthly Idaho Power
operations and maintenance expenses.
ARTICLE X:METERiNG AN])TELEMETRY
10.1 Metering -Idaho Power shall,for the account of Seller,provide,install,and maintain Metering
Equipment to be located at a mutually agreed upon location to record and measure power flows to Idaho
Power in accordance with this Agreement and Schedule 72.The Metering Equipment will be at the
location and the type required to measure,record and report the Facility’s Net Energy,Station Use,and
maximum energy deliveries (kW)at the Point of Delivery in a manner to provide Idaho Power adequate
energy measurement data to administer this Agreement and to integrate this Facility’s energy production
into the Idaho Power electrical system.
10.2 Telemetry —Idaho Power will install,operate and maintain at Seller’s expense communications and
telemetry equipment which will be capable of providing Idaho Power with continuous instantaneous
telemetry of Seller’s Net Energy produced and delivered to the Idaho Power Point of Delivery to Idaho
Power’s Designated Dispatch Facility.
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12.2.3 Under no circumstances will the Seller deliver Net Energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in time.
Seller’s failure to limit deliveries to the Maximum Capacity Amount will be a Material Breach
of this Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facility’s energy,Idaho Power’s damages shall be limited to only the contract
value of the estimated energy that Idaho Power was unable to accept.Idaho Power will have no
responsibility to pay for any other costs,lost revenue or consequential damages the Facility may
incur.
12.3 Seller Declared Suspension of Energy Deliveries
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 paragraph
12.3.2 below,temporarily suspend all deliveries of Net Energy to Idaho Power from the Facility
or from individual generation unit(s)within the Facility impacted by the forced outage for a
period of not less than 48 hours to correct the forced outage condition (“Declared Suspension of
Energy Deliveries”).The Seller’s Declared Suspension of Energy Deliveries will begin at the
start of the next full hour following the Seller’s telephone notification as specified in paragraph
12.3.2 and will 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 will be adjusted as specified in paragraph 6.2.4.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1,the Seller will notify the Designated Dispatch Facility by telephone.The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the next
full hour after making telephone contact with Idaho Power.The Seller will,within 24 hours
after the telephone contact,provide Idaho Power a written notice in accordance with Article
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liability to third persons for injury to or death of person or injury to property,proximately caused by the
indemnifying Party’s (a)construction,ownership,operation or maintenance of,or by failure of,any of
such Party’s works or facilities used in connection with this Agreement,or (b)negligent or intentional
acts,errors or omissions.The indemnifying Party shall,on the other Party’s request,defend any suit
asserting a claim covered by this indemnity.The indemnifying Party shall pay all documented costs,
including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
13.2 Insurance -During the term of this Agreement,Seller shall secure and continuously carry the following
insurance coverage:
13.2.1 Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to $1,000,000,each occurrence,combined single limit.The deductible for such
insurance shall be consistent with current Insurance Industry Utility 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 ten (10)days’prior written notice to Idaho Power.
13.3 Seller to Provide Certificate of Insurance -As required in paragraph 4.1.6 herein and annually
thereafter,Seller shall furnish Idaho Power a certificate of insurance,together with the endorsements
required therein,evidencing the coverage as set forth above.
13.4 Seller to Notify Idaho Power of Loss of Coverage -If the insurance coverage required by paragraph
13.2 shall lapse for any reason,Seller will immediately notify Idaho Power in writing.The notice will
advise Idaho Power of the specific reason for the lapse and the steps Seller is taking to reinstate the
coverage.Failure to provide this notice and to expeditiously reinstate or replace the coverage will
constitute a Material Breach of this Agreement.
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15.2 Dedication.No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication of that Party’s system or any portion thereofto the Party or the public or affect
the status of Idaho Power as an independent public utility corporation or Seller as an independent
individual or entity.
ARTICLE XVI:SEVERAL OBLIGATIONS
16.1 Except where specifically stated in this Agreement to be otherwise,the duties,obligations and liabilities
of the Parties are intended to be several and not joint or collective.Nothing contained in this Agreement
shall ever be construed to create an association,trust,partnership or joint venture or impose a trust or
partnership duty,obligation or liability on or with regard to either Party.Each Party shall be
individually and severally liable for its own obligations under this Agreement.
ARTICLE XVH:WAiVER
17.1 Any waiver at any time by either Party of its rights with respect to a default under this Agreement or
with respect to any other matters arising in connection with this Agreement shall not be deemed a
waiver with respect to any subsequent default or other matter.
ARTICLE XVffl:CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho
without reference to its choice of law provisions.
18.2 Venue for any litigation arising out of or related to this Agreement will lie in the District Court of the
Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX:DISPUTES AND DEFAULT
19.1 Disputes -All disputes related to or arising under this Agreement,including,but not limited to,the
interpretation of the terms and conditions of this Agreement,will be submitted to the Commission for
resolution.
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licenses.At least every fifih Contract Year,Seller will 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 paragraph 4.1.1 or to provide the documentation required by this
paragraph,such failure will be an event of default and may py be cured by Seller
submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX:GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over either
Party ofthis 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 incurred expenses for ratemaking purposes.
ARTICLE XXII:SUCCESSORS AND 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 assignment hereof by either
Party shall become effective without the written consent of both Parties being first obtained.Such
consent shall not be unreasonably withheld.Notwithstanding the foregoing,any party which Idaho
Power may consolidate,or into which it may merge,or to which it may convey or transfer substantially
all of its electric utility assets,shall automatically,without further act,and without need of consent or
approval by the Seller,succeed to all of Idaho Power’s rights,obligations and interests under this
Agreement.This article shall not prevent a financing entity with recorded or secured rights from
exercising all rights and remedies available to it under law or contract.Idaho Power shall have the right
to be notified by the fmancing entity that it is exercising such rights or remedies.
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To Idaho Power:
Original document to:
Senior Vice President,Power Supply
Idaho Power Company
P0 Box 70
Boise,Idaho 83707
Email:[e-mail]
Copy ofdocument to:
Cogeneration and Small Power Production
Idaho Power Company
P0 Box 70
Boise,Idaho 83707
E-mail:rallphin(idahopower.com
Either Party may change the contact person and/or address information listed above,by providing written notice
from an authorized person representing the Party.
ARTICLE XXVI:ADDITIONAL TERMS AND CONDITIONS
26.1 This Agreement includes the following appendices,which are attached hereto and included by
reference:
Appendix A -Generation Scheduling and Reporting
Appendix B -Facility and Point ofDelivery
Appendix C -Engineer’s Certifications
Appendix D -Forms of Liquid Security
ARTICLE XXVII:SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability 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 XXVffl:COUNTERPARTS
28.1 This Agreement may be executed in two or more counterparts,each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
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APPENDiX A
A -1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn:Cogeneration and Small Power Production
P0 Box 70
Boise,Idaho 83707
The meter readings required on this report will be the readings on the Idaho Power Meter Equipment measuring
the Facility’s total energy production and Station Usage delivered to Idaho Power and the maximum generated
energy (kW)as recorded on the Metering Equipment and/or any other required energy measurements to
adequately administer this Agreement.This document shall be the document to enable Idaho Power to begin the
energy payment calculation and payment process.The meter readings on this report shall not be used to
calculate the actual payment,but instead will be a check of the automated meter reading information that will be
gathered as described in item A-2 below:
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly,Idaho Power will use the provided Metering and Telemetry equipment and processes to collect the
meter reading information from the Idaho Power provided Metering Equipment that measures the Net Energy
and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight)ofthe last day of
the month.The meter information collected will 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 ROUTINE REPORTING
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent manner
for a reasonable period oftime,the Parties may mutually agree to modify this Routine Reporting
requirement.
Idaho Power Contact Information
Daily Energy Production Reporting
Call daily by 10 a.m.,1-800-356-4328 or 1-800-635-1093 and leave the following information:
•Project Identification -Project Name and Project Number
•Current Meter Reading
•Estimated Generation for the current day
•Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
•Project Identification -Project Name and Project Number
•Approximate time outage occurred
•Estimated day and time of project coming back online
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APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name:Murphy Flats Solar Power Project
Project Number:12616650
B-i DESCRIPTION OF FACILITY
A Solar facility making use of 445—132 acres,consisting of 74,07573,800 individual 28570 Watt
individual photo voltaic panels for a total nameplate rating of the PV panels being 21.0330.00025 MW
and 10-2 MW Siemens Inverters.
Var Capability (Both leading and lagging:Leading is .95 Lagging is .95
B-2 LOCATION OF FACILITY
Near:Murphy,Idaho
Sections:25,26,35 &36 Township Range:2E County:Owyhee
Description of Interconnection Location:Antelope Lane
Nearest Idaho Power Substation:Sinker Creek
B-3 SCHEDULED FIRST ENERGY ANT)OPERATION DATE
Seller has selected June August 1,2012 as the Scheduled First Energy Date.
Seller has selected J-u4’-September 1,2012 as the Scheduled Operation Date.
In making these selections,Seller recognizes that adequate testing of the Facility and completion of all
requirements in paragraph 5.2 of this Agreement must be completed prior to the project being granted
an Operation Date.
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B-7 METERING AND TELEMETRY
Schedule 72 will determine the specific metering and telemetry requirements for this Facility.At the
minimum the Metering Equipment and Telemetry equipment must be able to provide and record hourly
energy deliveries to the Point of Delivery and any other energy measurements required to administer
this Agreement.These specifications will include but not be limited to equipment specifications,
equipment location,Idaho Power provided equipment,Seller provided equipment,and all costs
associated with the equipment,design and installation of the Idaho Power provided equipment.Seller
will arrange for and make available at Seller’s cost communication circuit(s)compatible with Idaho
Power’s communications equipment and dedicated to Idaho Power’s use terminating at the Idaho Power
facilities capable of providing Idaho Power with continuous instantaneous information on the Facilities
energy production.Idaho Power provided equipment will be owned and maintained by Idaho Power,
with total cost of purchase,installation,operation,and maintenance,including administrative cost to be
reimbursed to Idaho Power by the Seller.Payment of these costs will be in accordance with Schedule
72 and the total metering cost will be included in the calculation of the Monthly Operation and
Maintenance Charges specified in Schedule 72.
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until a Network Resource
Designation (“NRD”)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 NRD.
Because much of the information Idaho Power needs to prepare the NRD is specific to the Seller’s
Facility,Idaho Power’s ability to file the NRD in a timely manner 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 NRD status for this 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 ability and
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APPENDIX C
ENGiNEER’S CERTIFICATION
OF
OPERATIONS &MAINTENANCE POLICY
The undersigned
_______________________________________,
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 standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement,hereinafter “Agreement,”between Idaho
Power as Buyer,and
_________________as
Seller,dated
__________________________
3.That the cogeneration or small power production project which is the subject ofthe Agreement and this
Statement is identified as Idaho Power Company (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 Project to furnish electrical 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 Project.
7.That Engineer has no economic relationship to the Design Engineer ofthis Project.
8.That Engineer has reviewed andlor supervised 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
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APPENDIX C
ENGINEER’S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigned
________________________________________,
on behalf of himselfYherseif and
______________
hereinafter collectively referred to as “Engineer,”hereby states and certifies to the
Seller as follows:
1.That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2.That Engineer has reviewed the Energy Sales Agreement,hereinafter “Agreement,”between Idaho
Power as Buyer,and
_____________________
as Seller,dated
____________________________
3.That the cogeneration or small power production project which is the subject of the Agreement and this
Statement is identified as Idaho Power Company (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 furnish electrical 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 Project.
7.That Engineer has no economic relationship to the Design Engineer of this Project.
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APPENDIX C
ENGINEER’S CERTIFICATION
OF
DESIGN &CONSTRUCTION ADEQUACY
The undersigned
_____________________________________,
on behalf ofhimself/herself 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 of Idaho.
2.That Engineer has reviewed the Firm Energy Sales Agreement,hereinafter “Agreement”,between Idaho
Power as Buyer,and
________________________________as
Seller,dated
3.That the cogeneration or small power production project,which is the subject of the Agreement and this
Statement,is identified as Idaho Power Company (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 Project to furnish electrical 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 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.
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APPENDIX D
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as Cash
Escrow Security,Guarantee or Letter of Credit as those terms are defmed below or other forms of liquid
financial security that would provide readily available cash to Idaho Power to satisfy the Delay Security
requirement and any other security requirement within this Agreement.
For the purpose of this Appendix D,the term “Credit Requirements”shall mean acceptable financial
creditworthiness of the entity providing the security 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 grade credit rating by Standard &Poor’s
Corporation or Moody’s Investor Services,Inc.shall be deemed to have acceptable financial
creditworthiness.
1.Cash Escrow Security —Seller shall deposit funds in an escrow account established by the Seller in
a banking institution acceptable to both Parties equal to the Delay Security or any other required
security amount(s).The Seller shall be responsible for all costs,and receive any interest earned
associated with establishing and maintaining the escrow account(s).
2.Guarantee or Letter of Credit Security —Seller shall post and maintain in an amount equal to the
Delay Security or any other required security amounts:a)a guaranty from a party that satisfies the
Credit Requirements,in a form acceptable to Idaho Power at its discretion,or b)an irrevocable
Letter of Credit in a form acceptable to Idaho Power,in favor of Idaho Power.The Letter of Credit
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