20130812Response.pdf

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DONOVAN E. WALKER
Lead Gounsel
August 12,2013
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 W estWashington Street
Boise, ldaho 83702
Re: Case No. IPC-E-11-15
Grand View PV Solar Two, LLC, vs. ldaho Power Company - ldaho Power
Company's Response to Grand View PV Solar Two, LLC's Additiona!
Submission Pursuant to Order No. 32861
Dear Ms. Jewell:
Enclosed for filing in the above matter are an origina! and seven (7) copies of
ldaho Power Company's Response to Grand View PV Solar Two, LLC's Additional
Submission Pursuant to Order No. 32861.
Donovan E. Walker
DEW:csb
Enclosures
Verylruty yours,-/ -'1',--'-".,^.U-.?tUU
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
JULIA A. HILTON (lSB No. 7740)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwa I ker@ id ahopower. co m
i h ilton @ idahopower. com
Attorneys for ldaho Power Company
GRAND VIEW PV SOLAR TWO, LLC,
Complainant,
VS.
IDAHO POWER COMPANY,
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. !PC-E-11-15
IDAHO POWER COMPANY'S
RESPONSE TO GRAND VIEW PV
SOLAR TWO, LLC'S ADDITIONAL
SUBMISSION PURSUANT TO
oRDER NO. 32861
Respondent.
I. INTRODUCTION
On July 29,2013, the ldaho Public Utilities Commission ("Commission") issued
Order No. 32861 in which it denied Grand View PV Solar Two, LLC's ("Grand Vieu/')
request for a declaratory order finding that Grand View did not demonstrate that it
created a legally enforceable obligation (sometimes hereafter 'LEO") to previously
effective avoided cost rates. The Commission also ordered that, "lf Grand View has
evidence that it created a legally enforceable obligation without conditions, then it may
present such evidence to the Commission within seven days of the date of this Order."
IDAHO POWER COMPANY'S RESPONSE TO GRAND V]EW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 1
Order No. 32861 , p.22. The Commission also provided that Idaho Power Company
("ldaho Powe/') may file a response within 14 days of the service date of the Order. /d.
II. SUMMARY
Grand View submitted not only additional factual information, but also additiona!
argument and briefing-raising new and additional issues for the first time. However,
Grand View's additional submission does not demonstrate that it created a legally
enforceable obligation without conditions as referenced in Commission Order No.
32861. Nothing in Grand View's additional submission shows that it has unconditionally
obligated itself to sell to ldaho Power. ln fact, Grand View continues, even in this
additional submission, to insist upon its conditions regarding Renewable Energy
Credits/Certificates ("RECs"), even in the face of clear Commission orders to the
contrary. Grand View's additional argument and submission, rather than providing
evidence that it has established a LEO, actually provides further support for the
Commission's findings and conclusions in its orders in this matter denying Grand View's
request for summary judgment and its request for a declaratory order.
The facts clearly demonstrate that Grand View is not entitled to a determination
of a legally enforceable obligation entitling it to a previously effective and higher avoided
cost rate calculation. At Grand View's request, ldaho Power was willing to enter into a
contract with Grand View at previously effective avoided cost rates, yet Grand View
chose not to legally obligate itself to deliver power to ldaho Power at that time and
pursuant to those rates, and instead chose to pursue a complaint asking the
Commission to compel ldaho Power to disclaim any ownership claim related to RECs.
See Attachment 1, e-mail communication between ldaho Power and Grand View,
IDAHO POWER COMPANY'S RESPONSE TO GRAND VIEW PV SOLAR
T\ruO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 2
incorporated herein by this reference. Grand View cannot now allege, after it has been
unsuccessful in its attempts to have the Commission order ldaho Power to disclaim all
ownership to the RECs, that it really did obligate itself to that which it had previously
affirmatively not obligated itself to. The Commission should affirm its previous order
denying Grand View's Motion for a Declaratory Order and other requested relief and
dismiss Grand View's Complaint.
III. GRAND VIEW'S ADDITIONAL SUBMISSION OF DOCUMENTS
Grand View's additional submission of documents to the Commission does not in
any way provide evidence that it unconditionally obligated itself to sell to ldaho Power.
Grand View's additional documents consist of: (1) Western Renewable Energy
Generation Information System ("WREG|S") Account Holder informatio\ (2) a pre-
certified certificate for California's renewable portfolio standard; (3) a lease agreement,
conditional use permit information, photographs of dirt work at the proposed site, a soils
and corrosivity report, and site layout maps; and (4) interconnection request, feasibility
and system impact studies, and a facilities study agreement. While all of these items
may show that Grand View was taking preliminary actions consistent with developing a
potential project, none of them evidence an unconditional obligation to sell to ldaho
Power-and certainly do not refute Grand View's express refusa! to obligate itself to the
contract, including the previously effective avoided cost rate in place during June of
2011 when ldaho Power agreed to sign a contract and submit it to the Commission.
Grand View could sell the output of the potential project to any number of other utilities,
or on the market as an independent power producer, or othenryise, and be consistent
IDAHO POWER COMPANY'S RESPONSE TO GFAND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 3
with the documents in its additional submission. None of the documents provide
evidence that Grand View unconditionally obligated itself to sell to ldaho Power.
The establishment of a WREGIS account does not evidence an obligation to sell
to ldaho Power. The creation of a WREGIS account would be necessary to document
and issue any RECs from the potential generation project, and would be required no
matter who owned/owns such RECs. This does not evidence an obligation to sell
power to ldaho Power.
Similarly, the pre-certification for eligibility for California's renewable portfolio
standard does not evidence an obligation to sell to ldaho Power. As stated on the face
of the pre-certification, "An award of pre-certification status does not guarantee that a
facility will be eligible for certification in the future. lnformation submitted for pre-
certification is subject to further verification when project is completed and begins
commercial operations." Grand View's Response, Ex. 3. This evidences nothing about
who Grand View has committed to sell the power to. At the most, it evidences a
potential that Grand View may intend to attempt to sell RECs to an entity in California or
an entity with an obligation under California's renewable energy portfolio standard. This
does not evidence an obligation to sell power to ldaho Power.
The various other preliminary project development documents (lease agreement,
conditional use permit information, photographs of dirt work at the proposed site, a soils
and corrosivity report, and site layout maps) at the most may show that Grand View was
taking preliminary actions consistent with developing a potential project. However, none
of them evidence an unconditional obligation to sell to ldaho Power-and certainly do
not refute Grand View's express refusal to obligate itself to the transaction.
IDAHO POWER COMPANY'S RESPONSE TO GMND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 4
Finally, Grand View's submission of an interconnection request, feasibility and
system impact studies, and a facilities study agreement does not provide any additional
evidence of an unconditional obligation to sel! to ldaho Power. First of all, ldaho Power
has an obligation to provide for the non-discriminatory interconnection to its electrical
system, and this is independent of considerations as to who buys the power. Just like
the other preliminary development activities mentioned above, requesting an
interconnection and conducting a feasibility and system impact study does not evidence
any commitment or obligation to sel! to ldaho Power. Additionally, to further emphasize
the lack of commitment or obligation on Grand View's part, attached to the
interconnection related documents that it has submitted, Grand View has subsequently
withdrawn its request associated with all of these documents, and the queue No. 369-
to which all of the proffered documents relate-has been withdrawn. Grand View has
subsequently re-applied for interconnection of its Grand View Two project, which was
reissued queue No. 397, to coincide with the interconnection requests for Grand View
Three and Four. In fact, the new requested interconnection has proceeded past the
feasibility and system impact studies, completed a facilities study, and Grand View has
signed a Generator lnterconnection Agreement ("GlA") for the combined interconnection
of three 20 megawatt projects (Grand View Two, No. 397; Grand View Three, No. 394;
and Grand View Four, No. 395). See Attachment 2, July 1, 2013, GIA for Grand View
Two, Grand View Three, and Grand View Four. However, even though Grand View has
signed the GIA for this interconnection, it still has not committed, nor obligated itself to
it, in that it has not paid the required construction funds in order to commence with
building the required interconnection facilities-and has until December 31, 2013, to do
IDAHO POWER COMPANY'S RESPONSE TO GMND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 5
So, or risk termination of the GlA. Grand View's evidence of pursuit of an
interconnection for its potential project does not evidence an obligation to sell power to
ldaho Power.
IV. GRAND VIEW'S ADDITIONAL ARGUMENTS
Grand View provides additional argument that it should be entitled to
"grandfathered" rates because of the status of its interconnection request, referring to
the case of Yellowstone Power, Commission Case No. IPC-E-10-22. This comparison
is misplaced, and simply does not provide any evidence that Grand View
unconditionally committed to sell to ldaho Power as referenced by Commission Order
No. 32861. There are at least a couple of significant differences between consideration
of Yellowstone Power's case and that of Grand View's. First, in the Yellowstone case,
both the Qualifying Facility ('QF") and the utility were in agreement that the QF was
entitled to the previously effective avoided cost rate, and signed a contract evidencing
the same and submitted it to the Commission. Not so in Grand View, as Grand View
refused to obligate itself to the rates, filed a complaint, and the rate proceeded to
change numerous times. Second, the Yellowstone case was about a situation where
there were no writings evidencing the QF and utility agreement, or LEO, prior to the
change in avoided cost rates but was nonetheless acknowledged and agreed by the
parties. ln the Yellowstone case, both parties acknowledged agreement to al! terms
and conditions of the transaction prior to the change in rates, but lacked a writing to
document the same prior to such avoided cost change. ln Grand View, there are
copious writings evidencing that Grand View refused to obligate itself to the previously
IDAHO POWER COMPANY'S RESPONSE TO GMND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 6
effective rates, and chose to instead pursue a complaint regarding the ownership of
RECs.
ldaho Power's authorized and approved avoided cost rate has changed several
times from the time at which Grand View refused to obligate itself to the March 2011
rates, which occurred in June 2011. ln fact on Mach 22, 2012, the Commission issued
Order No. 32498, Case No. GNR-E-11-03, which specifically found, "That the
methodologies previously approved by this Commission, as utilized and applied by
ldaho Power, do not currently produce rates that reflect ldaho Powe/s avoided costs
and are not just and reasonable, nor in the public interest." Order No. 32498, p. 2. The
avoided cost rates contained in the proposed March 2011contract to which Grand View
refused to obligate itself, and instead pursue its complaint related to RECs, were
approximately $10S/megawatt-hour ("MWh") (levelized 2O-year price). See Attachment
3, March 10, 2011, e-mai! and draft agreement. Once Grand View proposed and
requested contracts and pricing for Grand View Three and Grand View Four, Idaho
Power sent a new draft contract for Grand View Two (along with that for Three and
Four) on December 2,2011. The avoided cost rates applicable at that time and
contained in the draft agreements were approximately $68/MWh on a 2O-year levelized
basis. See Attachment 4, December 2, 2011, e-mai! and draft agreement. Yet again,
on April 11,2013, ldaho Power sent Grand View Two (and Grand View Three and Four)
new draft agreement containing new avoided cost rates. See Attachment 5, April 11,
2013, letter and draft agreement. The applicable avoided cost rates in effect at that
time were approximately $51/MWh on a 2}-year levelized basis. These new avoided
cost rates were sent subsequent to the Commission's Order No. 32697 by which the
IDAHO POWER COMPANY'S RESPONSE TO GRAND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 7
Commission approved and put in place changes to the avoided cost rate methodology,
the ownership of RECs, and provisions regarding delay security and termination
damages. Grand View has refused to obligate itself to any of the various avoided cost
rates or proposed transactions, instead insisting on its conditional proposal regarding
the ownership of RECs. This insistence on its own conditions, even contrary to
Commission orders, persists even today in the additional submission it made on August
5,2013.
Grand View also argues that the Commission's determination regarding REC
ownership is not applicable to Grand View as an impermissible retroactive rulemaking.
This improperly circular argument is simply without merit. By Grand View's own words,
this argument presupposes that there must be a valid legal obligation that existed prior
to the Commission's decision regarding RECs. See Grand View's Response, p. 9, ll.
'11-12. This is simply not the case, as Grand View expressly chose not to legally
obligate itself to the uncontested terms of the contract, even when ldaho Power had
agreed to do so. By Grand View refusing to legally obligate itself to the transaction,
there was no legally enforceable obligation created for ldaho Power, and thus Grand
View remained eligible and susceptible to the Commission's subsequent determinations
as to REC ownership, avoided cost rates, etc. Grand View itself, filed a complaint and
asked the Commission to make a determination regarding RECs, and now when the
Commission has made a determination regarding RECs that Grand View views as
unfavorable, it claims such decision is not applicable to it. Moreover, Grand View itself
participated in the very Commission proceedings where REC ownership was
determined as a party to the case represented by counsel. Case No. GNR-E-11-03. To
IDAHO POWER COMPANY'S RESPONSE TO GRAND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 .8
claim that it was deprived of due process is without merit. See Grand View's Response,
p.8, l. 16.
V. CONCLUSION
The undisputed facts clearly demonstrate that Grand View is not entitled to a
determination of a legally enforceable obligation. ldaho Power was willing to enter into
a contract with Grand View in June 2011 containing the avoided cost rate in the March
2011 draft contract, yet Grand View chose not to obligate itself to the transaction.
Grand View cannot escape the simple fact that it chose not to obligate itself, and thus
did not obligate ldaho Power and its customers, to the previously effective rates. ldaho
Power agreed in June 2011 to execute a contract at the then-effective avoided cost
rates and submit the same to the Commission for its determination as to the REC
provisions. Grand View expressly refused to obligate itself to that transaction at that
time, and instead initiated a complaint. Grand View was ultimately unsuccessful in its
request for the Commission to compel Idaho Power to disclaim any ownership interest
in the RECs and now attempts to go back and create a legally enforceable obligation to
the prices in effect at the time it affirmatively chose not to obligate itself to the
transaction. lf Grand View wanted to secure the previously effective avoided cost rates,
but continue to object or seek a Commission determination with regard to the RECs, it
could have done so in June 2011. However, Grand View chose to gamble, and lost. lt
chose of its own volition not to obligate itself to the transaction. lt was even Grand
View's own proposal to execute the agreement contingent upon the Commission's
determination as to RECs. However, once agreed to by ldaho Power, Grand View
rejected the very proposal it had made and in doing so, incontrovertibly evidenced that it
IDAHO POWER COMPANY'S RESPONSE TO GMND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 9
was not willing to legally obligate itself to the transaction at that time. Thus, neither did
it obligate ldaho Power and its customers.
Nothing in Grand View's additional submission shows that it has unconditionally
obligated itself to sell to ldaho Power. The Commission should affirm its Order No.
32861 which denied Grand View's Motion for Declaratory Order and requested relief.
Additionally, having addressed the substantive issues of Grand View's Complaint; i.e.,
that the Commission will not require ldaho Power to disclaim a!! ownership of RECs,
that ldaho Power and its customers own half of the RECs the project may generate, and
that Grand View did not have a legally enforceable obligation to previously effective
avoided cost rates, the Commission should dismiss Grand View's Complaint with
prejudice.
Respectfully submitted this 12th day of August 2013.
IDAHO POWER COMPANY'S RESPONSE TO GRAND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 1O
NOVAN E. WALKER
Attorney for ldaho Power Company
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 12th day of August 2013 I served a true and
correct copy of IDAHO POWER COMPANY'S RESPONSE TO GRAND VIEW PV
SOLAR TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861
upon the following named parties by the method indicated below, and addressed to the
following:
Commission Staff
Kristine A. Sasser
Deputy Attomey General
ldaho Public Utilities Commission
472 West Washington (83702)
P.O. Box 83720
Boise, ldaho 83720-007 4
Grand View PV Solar Two, LLC
Peter J. Richardson
Gregory M. Adams
RICHARDSON ADAMS, PLLC
515 North 27th Street (83702)
P.O. Box 7218
Boise, ldaho 83707
Avista Corporation
Michael G. Andrea, Senior Counsel
Avista Corporation
1411 East Mission Avenue - MSC-23
P.O. Box 3727
S pokane, Wash ington 99220-37 27
Clint Kalich, Manager
Resource Planning and Analysis
Avista Corporation
1411 East Mission Avenue - MSC-7
P.O. Box 3727
Spokane, Washington 99220-3727
X Hand Delivered
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Overnight Mail
FAXX Email [e-mail]
Hand DeliveredX U.S. Mail
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FAX
X U.S. Mail
_Overnight Mail
FAX
Email clint. [e-mail]
X Email p€lte r@ richa rd so nad a m s. co m
q req @ richard so nadams. com
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IDAHO POWER COMPANY'S RESPONSE TO GRAND VIEW PV SOLAR
TWO, LLC'S ADDITIONAL SUBMISSION PURSUANT TO ORDER NO. 32861 - 11
Bearry, LegalAssistinl
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-11-15
IDAHO POWER COMPANY
ATTACHMENT 1
E.MAIL COMMUNICATION BETWEEN IDAHO
POWERAND GRAND VIEW
Walker. Donovan
From:
Sent:
To:
Cc:
Subject:
Walker, Donovan
Tuesday, July 26, 2011 4:33 PM
'Peter Richardson'; Allphin, Randy
Robert Paul;Williams, Jason; Stokes, Mark; Grow,
RE: Grand View PV Solar Two Contact
Rex
Peter,
I am somewhat confused by your complete rejection of submitting the signed contract to the Commission for a
determination as to the provision in the contract that references the Environmental Attributes - primarily because the
Company suggested language to do so specifically to accommodate your request to proceed in that manner, which
appears below ("Donovan, we are willing to sign the contract with the REC language you have if we make it contingent
upon whether the Commission specifically requires that language.") I guess that is no longer your request...
As previously communicated to you, ldaho Power does not believe it to be prudent to enter into a 20 + year contract
that: (1) affirmatively waives any possible ownership claim or (2) remains completely silent as to environmental
attributes - as you have requested below. ldaho Power believes that at a minimum a reservation of rights based upon a
subsequent change of law is a valid, prudent, and reasonable contractual term that serves the best interests of ldaho
Power's customers who ultimately have to pay the price for your client's sale of power. lf a further clarification as to
REC ownership is desirable by your client, and has value to your client, then as you have been made aware we are willing
to discuss and negotiate provisions that would clarify ownership for your client. I am sorry that you have rejected such
discussions, as well as your own suggestion to sign a contract and submit it for the Commission's determination. lf you
wish to discuss further please do not hesitate to contact me.
-Donovan
From : Peter Richardson [mailto : peter@richardsona ndolea ry.com]
Sent: Wednesday, July 20,2011 6:50 PM
To: Walker, Donovan; Allphin, Randy
Cc: Robert Paul; Williams, Jason
Subject RE: Grand View PV Solar Two Contact
Donovan:
Please confirm receipt of this email, thank you.
We have carefully considered your alternative to resolving our dispute over REC language. You are correct in your
assumption that Grand View Solar's position remains that either (L) the contract is silent on REC ownership or (2) the
contract disavows any ownership on ldaho Powe/s part. The language you propose is contrary to federal law on a QFs
entitlement to a fixed obligation at the time of signing a contract. Changes subsequent to entering into the fixed
obligation simply cannot be used to alter existing contracts.
Your proposed language also effectively destroys any ability to market RECs on anything other than a year to year
contract. lt therefore puts us in the untenable position of signing a contract, the terms of which are wholly
unacceptable to my client, and if approved would likely make the project un-financeable. We run the risk of being a
party to a contract that we cannot perform on. That exposes my client to significant liability for failure to perform and
liquated damages if it turns out to be un-financeable.
I have therefore recommended to my client that it lodge a complaint against ldaho Power at the PUC if you continue to
insist on this provision. Probably the sooner the better. So, if you would please respond that you will accept our final
offer to have the contract remain silent, or that ldaho Power still insists on the offending language by this time next
week, we will proceed accordingly.
Please call if you have any questions.
-Pete Richardson
From : Wal ker, Donova n [ma ilto : DWal ker@Ida hopower.com]
Sent: Sunday, July 10, 2011 10:39 AM
To: Peter Richardson; Allphin, Randy
Cc: Robert Paul; Williams, Jason
Subject RE: Grand View PV Solar Two Contact
Peter,
ln response to your July 9 e-mail requesting IPC to tender a contract, there is currently no agreement on the terms of
the contract. I apologize that we were unable to schedule the meeting you requested last week, although trading voice
mails in that regard. IPC has tendered a draft contract for this project, which was rejected by the project. Where we
left, I believe, is evidenced by your June 8 e-mail that I have attached below. After the comments you filed in the Clark
Canyon matter, I am assuming that this is still the project's position with regard to the REC language in the draft
contract? ls that correct?
lf so, pursuant to your June 8 request below, IPC would agree to submit a s igned contract for the Commission's review
containing the current language in the draft - to which we would include language requesting the Commission to
approve or reject the Article 8 language - and the parties will accept that Commission determination. To clarify: the
parties will sign the last tendered draft contract, to which you indicated the project was in complete agreement with -
except for a change in the project name, and the Environmental Attribute language in Article 8. The contract would
contain the current Article 8 language:
"Under this Agreement, ownership of Green Tags and Renewable Energy Certificates (RECs), or the equivalent
environmental attributes, directly associated with the production of energy from the Seller's Facility sold to ldaho Power
will be governed by any and all applicable Federal or State laws and/or any regulatory body or agency deemed to have
aut hority to regulate these Environmental Attributes or to implement Federal and/or State laws regarding the same."
To which we willadd:
"As of the date of this Agreement, ldaho Power seeks inclusion of the above language in Article 8. Seller seeks to have
Article 8 remain blank. The parties have agreed to all other terms and conditions of this Agreement, and hereby agree
to submit the issue of whether to include the above language in Article 8 or to leave Article 8 blank in this Agreement to
the Commission for its determination. The parties intend to submit comments to the Commission supporting their
respective positions, and hereby agree to abide by the Commission's determination of this issue in this Agreement. The
final Order of the Commission in response to the inclusion of this Article 8 language will be inc luded and become an
integral part of this Agreement, which the parties agree to support and uphold."
Please let me know how your client wishes to proceed.
-Donovan
From: Peter Richardson [[e-mail]]
Sent: Wednesday, June 08, 2011 11:01 AM
2
To: Walker, Donovan; Allphin, RandyCc: Robert Paul
Subject: Grand View PV Solar Two Contract
Donovan, we are willing to sign the contract with the REC language you have if we make it contingent upon whether the
Commission specifically requires that language. ln other words we sign and submit two versions of the contract; one
with the language and you argue for and one without and we accept the judgment of the Commission as the final
outcome. I have seen the company do that on other issues with PURPA developers.
From : Peter Richardson [mailto: peter@richardsona ndoleary.com]
Sent: Saturday, July 09, 2011 12:05 PM
To: Walker, Donovan; Allphin, Randy
Cc: Robeft Paul
Subject: Grand View PV Solar Two Contact
Donovan and Randy, this is a follow up to my prior communications relative to the contract for Grand View PV Solar
Two. I know you guys are busy, but I think it is time for ldaho Power to tender the contract. Let me know when we can
hear from you. -Pete
! SIG:4e1 9d 5cl 132211 83 86 1 706!
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-11-15
IDAHO POWER COMPANY
ATTACHMENT 2
JULY 1,2013, GIA FOR GRAND VIEWTWO,
GRAND VIEW THREE, AND GRAND VIEW FOUR
ldaho Power Company Generator lnterconnection Agreement # 394, 395, 397
|.P.U.C. No.29.faritf No. 101
July 1, 2013
GENERATOR I NTERCON N ECTION AGREEMENT
Schedule 72
GRANDVI EW SOLAR PROJECTS
Grandview PV Solar Three, LLC (#394) 20 MW
Grandview PV Solar Four, LLC (#395) 20 MW
Grandview PV Solar Two, LLC (#397) 20 MW
60 MW
ldaho Power Company
LP.U.C. No. 29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 1 of 1
TABLE OF CONTENTS
AGREEME 'J-S ...................11. Capitalized Terms ..............-...12. Terms.and C_on4itions ...........13. This Aoreement is not an aorcementto ourchase Sellers'power. ,,,.,"-.--........... 14. Attachment$ ...........-........."....15. Effective Date. Term. Termination and Disconnection. ...-........,..,...26. A$=siqn$ont. UabilW-lndemnitv,forrr. maigure, Canseoupr?,tlal Danaffi#:qnd Defa$lt. ......57. lnsurance. .-..".....78. Miscellaneous. ...-.....,.............79. Notices. ..... ..,......810. Qionatures. ........10
ldaho Power Company
I.P.U.C. No. 29. Tariff No. 101
Generator !nterconnection Agreement # 394, 395, 397
Paoe 1 of 10
This Generator lnterconne{i-on Agreempnt ("Agreemenf') under ldaho Power Company's
Schedule 72 is effective as of the lY Oay of lS-.tLrl ,2013 between Grandview PV Solar Three,
LLC, Grandview PV Solar Four, LLO, Grandview PV $folar Two, LLC, ("Sellers', "Customers" or "The
Project) and ldaho Power Company ("Company',"Trahsmission Owne/', "ldaho Powero, "lPC" or'tPco).
RECITALS
A. Se//ers will own or operate a Genention Facitity that gualifies for seruice under ldaho
Powels Commission-approved Schedule 72 and any successor schedule.
B. The Generation Facility covercd by this Agreement is morc particulady descibed in
Attachment 1.
AGREEMENTS
1. Caoitalized Terms
Capitalized terms used herein shall have the same meanings as defined in Schedule 72 or in the body
of this Agreement.
2. Terms and Conditions
This Agrcement and Schedule 72 ptovide the ntes, charges, terms and conditions under which the
Se/lers' Genention Facihty will interconnect with, and opente in parallel with, the Company's
transmission/distibution sysfem. Terms defined in Schedule 72 will have the same defined meaning in
this Agreement. lf there is any conflict between the terms of this Agrcement and Schedule 72,
Schedule 72 shall prevail.
3. This Aoreement is not an aoreement to purchase Sellers' power
Purchase of SeIIers'power and other seruices thaf Se/Iers may require will be covered under separate
agreements. Nothing in this Agreement is inlended to affect any other agrcement between the
Company and Sellers.
4. Attacllments
Attached to fhrs Agreement and included by rcference are the following:
Attachment 1 - Desciption and Cosfs of the Genention Facility, lnterconnection
Facilities, and Meteing Equipment.
Attachment 2 - One-line Diagram Depicting the Generation Facility, lnterconnection
Facilities, Meteing Equipment and Upgrades.
Attachment 3 - Milestones For lnterconnecting the Generation Facility.
Attachment 4 - Additional Operating Requirements for the Company's lransmrssion
Sysfem Needed to Suppott the Sellers' Genemtion Facility.
Attachment 5- Reactive Power.
Attachment 6 - Description of Upgrades required to integrate the Generation Facility and
Best Estimate of Upgrade Costs.
Attachment 7 - Generator lnterconnection Control Requirements
ldaho Power Company
l.P.U.C. No.29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 2 of 10
5. Effective Date. Term. Termination and Disconnectlolt.
5.1 Term of Aareement. Unless terminated ealier in accordance with the provisions
of this Agreement, this Agreement shall become effective on the date specified above and remain
effective as long as Se//ers' Generation Facility is eligible for seruice under Schedule 72.
5.2 Termination.
Ur, ,** may votuntaily terminate this Agreement upon expiration or
terminatbn of an agrcement to sell powerto the Company.
5.2.2 After a Default, either Party may terminate this Agrcement pursuantto
Section 6.5.
5.2.3 Upon termination orexpiration of ffiis Agreement, fhe Se//ers' Generation
Facility will be disconnected from the Company:s trutsmi*sbttldistibuibn syslem. The termination or
expiration of this Agreement shall not relieve either Party of its liabilities and obligations, owed or
continuing at the time of the termination. The prcvisions of this Secfibn shall suruive termination or
expiration of fhr.s Agreement.
5.3 Temporaru Disconnection. Temporary disconnection shall continue only for so
long as reasonably necessary under "Good Utility Practice." Good Utility Practice means any of the
practices, methods and acts engaged in or apprcved by a significant portion of the electric industry
duing the relevant time peiod, or any of the practices, methods and acts which, in the exercise of
reasonable judgment in light of the facts known at the time the decision was made, could have been
expected to accomplish the desired result at a reasonable cost consisfenf with good buslness practices,
reliabiliiy, saieiy anci expeciition. Good Utiiity Fructiee is not iniended io be limited to the optimum
practice, method, or act to the exclusion of all others, but ratherto be acceptable practices, methods, or
acts generally accepted in the region. Good Utility Practice includes compliance with WECC or NERC
requirements. Payment of lost revenue resulting from temporary disconnection shall be governed by
the power purchase agreement.
5.3.1 Emergencv Conditfons. "Emergency Condition" means a condition or
situation: (1) that in tha judgment of the Pafiy making the claim is imminently likely to
endanger life ar propety; or (2) that, i* the case of the Company, is imminently likely (as
determined in a non-discriminatory manner) to cause a mateial adverse effect on the
security of, or damage to the Company's transmission/distibution system, the
Company's lnterconnection Facilities or the equipment of the Company's customers; or
(3) that, in the case of fhe Sel/erg is imminently likely (as determined in a non-
disciminatory manner) fo cause a material adverse effect on the rcliability and secuity
of, or damage to, the Generation Faciti$ arthe Se//ers' lntereonnectian Facilities. Under
Emergency Conditions, either the Company or the Sellers may immediately suspend
interconnection service and temponrily disc:annect the Generation Facility. Tha
Company shall notify fhe Se/lers prafirpt/ when it Secomes aware of an Emerryncy
Condition that may reasonably be expected to affect ffie $e/lers' opera,tion af the
Generation Facility. Ihe Se/lers shall notify the Campany promptly when it becomes
aware of an Emergency Condition that may reasanahly be expeeted to affect the
Company's equipment or seruice to the Company's cssfomers. To the sxfenl
information is known, the notification shalldescn'be the Emergency Condition, the extent
of the damage or deficiency, the expected effect on the operation of both Pafties'
facilities and operations, ifs anticipated duration, and the necessary conective action.
ldaho Power Company
l.P.U.C. No.29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 3 of 10
5.3.2 Routine Maintenance. Construction, and Reoair. The Company may
interrupt interconnection seruice or cuftail the output of the Se/Iers' Genemtion Facilrtyand temporarily disconnect the Genention Facility from the Company's
transmissiorddistribution sysfem when necessary for rcutine maintenance, construction,
and repairs on the Company's tnnsmission/distribution system. The Company will
make a reasonable attempt to contact fhe SeIIers pior to exercising rfs ngDts to intenupt
interconnection or curtail deliveries from the Sellers' Facility. Se//ers understand that in
the case of emergency circumstances, real time operations of the electrical system,
and/or unplanned evenfs, the Company may not be able to provide notice to the Sellerspior to intenuption, cuftailment or reduction of electical energy deliveies to the
Company. The Company shall use rcasonable efforts to cootdinate such rcduction or
temporary disconnection with the Se//ers.
5.3.3 Scheduled Maintenance. an or before January 31 of each calendar year,
Se//ers shall submit a witten proposed maintenance schedule of significant Facility
maintenance for that calendar year and the Company and Sellers shall mutually agree
as to the acceptability of the proposed schedule. The Pafties determination as to the
acceptability of the Se/Iers' timetable for scheduled maintenance will take into
consideration Good Utility Practices, ldaho Power sysfem requirements and the Se//ers'
preferred schedule. Neither Pafty shall unreasonably withhold acceptance of the
propo sed m ainte n ance sched u le.
5.3.4. Maintenance Coordination. Ifie Se//ers and the Company shall, to the
extent practical, coordinate their respective transmissiott/distibution system and
Generation Faciltty maintenance schedules such that they occur simultaneously. Sel/ers
shall provide and maintain adequate protective equipment sufficient to prcvent damage
to the Generation Facility and Seller-furnished lnterconnection Facilities. /n some cases,
some of Se//ers' protective relays will provide back-up protectbn for ldaho Powefs
facilities. ln that event, ldaho Power will test such relays annually and Sel/ers will pay
the actual costofsuch annual testing.
53.5 Forced Outaoes. Duing any forced outage, the Company may suspend
interconnection seruice to effect immediate repairs on the Company's
transmission/distribution sysfem. The Company shall use reasonable efforts to provide
the Sellers with pior notice. lf prior notice rs nof given, the Company shall, upon
rcquest, provide fhe Se//ers witten documentation after the fact explaining the
circ u m sta nce s of the d iscon nection -
5.3.6 Adverse Operatino Effects. The Company shall notify the Se//ers as soon
as practicable if, based on Good Utility Practice, operation of the Se//ers' Generation
Facility may cause disruption or deterbration of seruice to other cusfomers serued from
the same electic sysfem, or if operating the Generation Facility could cause damage to
the Company's transmission/distibution system or other affected systems. Supporting
documentation used to reach the decision to disconnect shall be provided to fhe Sel/ers
upon request. lf, after notice, fhe Se//ers fail to rcmedy the adverse operating effect
within a reasonable time, the Company may disconnect the Generation Facility. The
Company shall provide ftre Se/Iers with reasonable notice of such disconnection, unless
the provisions of Article 5.3.1 apply.
5.g.7 Modification of tho Generation Facilitv. Ihe Se//ers must receive written
authoization from the Campany before making any change to the Generation Facility
that may havs a material impact an the safety or reliability of the Company's
transmission/distibution system. Such authoization shall not be unreasonably withheld.
ldaho Power Company
l.P.U.e. No- 29, Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 4 of 10
Modifications sfia// be done in accordance with Good Utitity Practice. lf the Selters make
such modification without the Company's prior witten authorization, the latter shall have
the right to temporaily disconnect the Generation Facility.
5.3.8 Reconnection. The Parties shallcooperate with each otherto restore the
Generation Facility, lnterconnection Facilities, and the Company's
transmission/distibution sysfem to their normal operating sfate as soo, as reasonahly
practicable following a temporary disconnection.
5.3.9 Voltaoe Levels. Se//ers, in accordance with Good Utility Practices, shall
minimize voltage fluctuations and maintain voftage levels acceptable to ldaho Power.
ldaho Power may, in accardance with Good lJtility Practices, upon one hundred eighty
(180) days'notice fo fhe SeIIers, change its nominaloperating voltage levelby morc than
ten percent (10/) at the Point of Delivery, in which case Se//ers shall modify, at ldaho
Powels expense, Se//ers' equipment as necessary to accommodate the modified
nominal operating voltage level.
5.4 Land Riohts.
5.4.1 Se/Iers fo Provrde Access. Sel/ers hereby grant to ldaho Power for the
term of this Agreement all necessary ights-of-way and easements to install, operate,
maintain, replace, and remove ldaho Powefs Metering Equipment, lnterconnection
Equipment, Disconnection Equipment, Protection Equipment and other Special Facilities
necessary or useful to this Agreement, including adequate and continuing access nghfs
on property of Se//ers. Se//ers wanant that it has procured sufficient easements and
ights-of-way from third partres so as to provide ldaho Power with the access described
above. All documents granting sucfi easements or ights-of-way shall be subject to
ldaho Powels approval and in recordable form.
5.4.2 Use of Public Riohts-of-Wav. The Parties agree that it is necessary to
avoid tha aoverse enviranmental and opratlng impacts that woald occur as a result of
duplbate eteclrrtc finas fuing eonstructed In close pmximrty. TharcfarB, subject to ldaho
Powefs comgliance wlth Pa,"a,glla,ph 5.4.4, Sellers agrce that should Sellers seek and
receive from any local, state or federal govemmental body the right to erect, construct
and maintain Seller-fumished lnterconnection Facilities upon, along and over any and all
public roads, sfreets and highways, then the use by Se//ers of such public right-of-way
shall be subordinate to any future use by ldaho Power of such public ight-of-way for
construction and/or maintenance of electric distibution and transmission facilities and
ldaho Power may claim use of such public right-of-way for such purposes at any time.
Except as required by Paragnph 5.4.4, ldaho Power shall not be required to
compensate Se//ers for exercising rts nghfs under this Paragraph 5.4.2.
5.4.3 Joint Use of Facilities. Subject to ldaho Powels compliance with
Paragraph 15.4.4, ldaho Power may use and attach its distribution and/or transmission
facilities fo Se/Iers' lnterconnection Facililies, may recanskuct Sal/ers' lnterconnaction
Facilities to accommodate ldaho Powels usage or ldaho Pawer may construct fs own
distibution or transmission facilities along, over and above any public rtght-of-way
acquired from Sellers pursuant to Paragnph 5.4.2, attaching .$ellers' lnterconnectian
Facilities to such newly constructed faoiiUes. Except as raquired by Paragraph 5.4"4,
ldaho Power shall not be required to compensafe Se//ers for exercising its rights under
this Paragraph 5.4.3.
5.4.4 Conditions of Use. lt is the intention of the Parties that the Se/lers be left
in substantially the same condition, both financially and electically, as Se//ers existed
ldaho Power Company
l.P.U.C. No. 29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 5 of 10
prior to ldaho Powels exercising its rights under this Paragraph 5.4. Therefore, the
Parties agree that the exercise by ldaho Power of any of the rights enumerated in
Paragraphs 5.4.2 and 5.4.3 shall: (1) comply with all applicable laws, codes and Goad
Utility Practices, (2) equitably share the cosfs of installing, owning and apercting jaintly
used facilities and rights-of-way. lf the Parties are unable to agree on the method of
apportioning fhese cosfs, the dispute will be submitted to the Commrssjon for resolution
and the decision of the Commission will be binding on the Pafiies, and (3) shall provide
Se//ers with an interconnection to ldaho Powefs sysfem of eqoat aapac$ and durability
as existed pior to ldaho Power exercising rts rghfs under this Paragraph 5.4.
6. Assianmellt.!-iabilitv. bdemhitv. Force maieurg. Qonseouential Damaqes and Def?ult.
6.1 Assionment. This Agreement may be assigned by either Pafty upon twenty-one
(21) calendar days prior written notice and opportunity to object by the other Party; provided
that:
6.1.1 Either Pafty may ass6m this Agreement without the conserrt of the other
Pafty to any affiliate of the assigning Pafiy with an equal or grvater cradit nling and with
the legal authority and operutional ability fo safisff the obligatbns of ffie assigning Party
underthis Agrcement.
6.1.2 The Sellers shall have the right to contingently assign this Agreement,
without the consent of the Company, for collateral security purposes to aid in providing
financing for the Generatian Facility, provided that the Se//ers will promptly notify the
Company of any such contingent assignment.
6.1.3 Any aftempted assignment that violates this article is void and ineffective.
Assignment shall not relieve a Party of its obligatbns, nor shall a Party's ailigations be
enlarged, in whole or in part, by rcason theroof. ,4n assrgnee is rcspons0le for meeting
the same financial, credit, and insurance abligations as ffie Seflers. Were rcquired,
consent fo assignme nt will not be unreasonably withheld, conditioned or delayed-
6.2 Limitation of Liabilitv. Each Parly's llability to the other Party for any loss, cost,
claim, injury, liabiltty, or exponse, including reasonahle attomefs feog retating to ar artsinE fram
anyactaromissioninltspaiormance ofllris Agreement, sfia/I0a linitadtothearnaur$af direct
damage actually incuned. ln no event shall either Party be liable to the other Party far any
indircct, spacial, consequentlat, or punitive damageg except as authortzed by this Agreernent.
6.3 lndemnitv.
6.3.1 This provision protects each Party frcm liability incuned to third parfrbs as
a result of carrying out the prcvisions of this Agrcement. Liability under this provision is
exemptfrom the generallimitations on liability found in Article 6.2.
6.3.2 The Pafties shall at all times indemnify, defend, and hold the other Party
harmless from, any and all damages, /osseq ctaims, including claims and actlons
relating to injury to ar death of any parson or damage to propefty, demand, suits,
recoveries, cosfs and expenses, courl @sfs, attomey fees, and all ather abligatians by
or to third pafties, arising out of or resulting frum the ather Party's acfi'6n or failure to
meet its obligations under this Agrcement on behalf of the indemnifying Party, excapt in
cases of gross negligence or intentional wrongdoing by the indemnified Party.
6.3.3 lf an indemnified person is entitled to indemnification under this afticle as
a result of a claim by a third party, and the indemntfying Pafty fails, after notice and
ldaho Power Company
LP,U,C. N4.29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 6 of 1O
reasonable oppodunity to proceed under this article, fo assume the defense of such
claim, such indemnified person may at the expense of the indemnifying Party contest,
settle or consent to the entry af any judgment with respect to, or pay in full, such claim.
Failuro to defend is a Mateial Breach.
6.3.4 lf an indemnifying party is obligated to indemnify and hold any
indemnified person harmless under this afticle, the amount owing to the indemnified
person shall be the amount of such indemnified person's actual /oss, nef of any
insurance or other rccovery.
6.3.5 Promptly after receipt by an indemnified person of any claim or notiee of
the commencement of any action or administrative or legal proceeding or investigation
as to which the indemnity provided for in this afticle may apply, the indemnified person
shall rctify the indemnifying party of such fact. Any failure of or delay in such notification
shall be a Mateial Brcach and shall not affect a Party's indemnification obligation unless
such failurc or delay is materially prejudicial to the indemnifying parA.
6.4 Force Maieure. As used in this Agreement, "Force Majeure" or "an evant of
Force Majeure" means any cause beyond the contrcl of the SeIIers or of the Company which,
despite the exercise of due diligence, such Pafty is unable to prcvent or overcome. Force
Majeurc includes, but is not limited fo, acfs of God, fire, flood, sforms, wars, hostilities, civil
sfnire, stnkes and other labor disturbances, eafthquakes, fircs, lightning, epidemics, sabotage, or
changes in law or regulation occuning after the Operation Date, which, by the exercise of
reasonable foresight such party could not rcasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. lf either Pafty is rendercd wholly or in
part unable to pertorm its obligations under this Agreement because of an event of Force
Majeurc, both Pafties shall be excused fram whatever pertormance is affected by the event of
Force Majeure, provided that:
{1) The non-peiorming Party shall, as soon as rs reasonably possible after
the occurence of the Force Majeure, give the other Party written notice descibing the
pafticulars of the occunence.
(2) Ihe suspension of peiormance 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 Party which arose beforc the occurrence causing
the suspension of peiormance and which auld and should have been fully pertormed
before such occunence shall be excused as a resu/f of such occurrence.
ldaho Power Company
i.P.U.C. No.29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 7 of '10
6.5 Default and Material Breaches.
6.5.1 Defaults. lf either Pafty fails to peiorm any of the terms or conditions of
this Agrcement (a "Defaulf or an "Event of Default'), the nondefaulting Party shall cause
notice in witing to be given to the defaulting Patty, specifying the manner in which such
default occuned. lf the defaulting ParU shall fail to cure such Default within the sixty
(60) days after seruice of such notice, or if the defaulting Pady rcasonably demonsfrafes
to the other Party that the Default can be cured within a commercially reasonable time
but not within such sixty (60) day period and then fails to diligently pursue such cure,
then, the nondefaulting Party may, at its option, teminate this Agrcement and/or pursue
its legal or equitable remedies.
6.5.2 MaterialBreaches. The notice and curc prcvisions in Pangraph 6.5.1 do
not apply to Defaults identified in this Agreement as Material Breaches. Mateial
Brcaches must be cued as expeditiously as possrb/e following occuffence of the
breach.
7. lnsurance.
Duing the term of this Agreement, Se/Iers shall secure and continuously carry the following
insurance coverage:
7.1 Comprchensive General Liability lnsurance for both bodily injury and property
damage with limits equalto $1,000,000, each occunence, combined single limit. The deductible
for such insurance shall be consisfenf with cunent lnsurance lndustry Utility practhes for similar
property.
7.2 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 ldaho Power as an additlanal insurcd and loss
payee as applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of
liability reduced without sixty (60) days' pior written notice to ldaho Power.
7.3 $iellers ta Provide Certtfrcate of lnsunnoe. As required in Pamgraph 7 herein
and annually thereafter, Seflers shall fumish tha Company a ceftiticate of insurance, together
with the endorsements rcquircd therein, evidencing the coverage as sef forth above.
7.4 $ellers to f{otifu l"dqho Power of Loss af Cownoe - lf the insurance coverage
required by Paragraph 7.1 shall lapse for any rcasao, $ellers will immediately notify ldaho
Power in writing. The notice will advise ldaho Power of the specific reason for the lapse and the
sfeps Sel/ers is taking to reinstate the coverage. Failure to provide this notice and to
expeditiously reinstate or replace the coverage will constitute grounds for a temporary
disconnection under Section 5.3 and will be a Material Breach.
Miscellaneous.
8.1 Governinq Law. The validity, interpretation and enforcement of this Agreement
and each of its provisions shall be governed by the laws of the state of ldaho without regard to
its conflicts of law principles.8.2 Salvaqe. No later than sixty (60) days after the temination or expiration of this
Agreement, ldaho Power will prepare and forward to Se//ers an estimate of the remaining value
ldaho Power Company
LEJJ.,C- No. 29, Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe I of '10
of those ldaho Power fumished lnterconnection Facilities as required under Schedule 72 and/or
described in this Agreement, /ess fhe cost of rcmoval and transfer to ldaho Powels nearest
warehouse, if the lnterconnection Facilities will be removed. /f Sel/ers elect not to obtain
ownership of the lnterconnection Facilities buf rnstead wishes that ldaho Power rcimburse the
Se//ers for said Facilities ffre Sel/ers may invoice ldaho Power for the net salvage value as
estimated by ldaho Power and ldaho Power shall pay such amount fo Sel/ers within thirty (30)
days after receipt of the invoice. Se/Iers shall have the nght to offset the invoice amount against
any present orfuture payments due ldaho Power.
9. Notices.
9.1 General. Unless otherwise provided in this Agreement, any written notice,
demand, or request required or authorized in connection with this Agreement ("Notice") shall be
deemed properly given if delivered in person, delivered by recognized national currier service,
or sent by first class mail, postage prepaid, to the person specified below:
lf to the Sellers:
Sellers: Grandview PV Solar Three, LLC
Grandview PV Solar Four, LLCry;, t-t-c
lf to the Company:
idaho Power Company - Deiivery
Aftention: Operations Manager
1221W.ldaho Street
Boise: ldaho 83702
Phone: [phone] Fax [phone]
9.2 Billinq and Pavment. Billings and payments shall be sent to the addresses set
out below:
Sellers:Grandview PV Solar Three, LLC
Grandview PV Solar Four, LLC
Attention:
PV parTwo, LLC
Grty:
Attention:
ldaho Power Company - Delivery
Attention: Corporate Cashier
PO Box 447
Salt Lake City Utah U110-O447
Phone: [phone] email: [e-mail]
9.3 Desionated Operatino Reoresentative. The
operating representatives to conduct the communications
Parties may also designate
which may be necessary or
ldaho Power Company
l.P.U.C. No.29. TariffNo. '101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 9 of 10
convenient for the administration of this Agreement. This person will also serve as the point of
contact with respect to operations and maintenance of the Party's facilities.
Sellers' Operating Representative:
Sellers: Grandview PV Solar Three, LLC
Grandview PV Solar Four, LLC
Grandview !V Solar^Ttvo, LLC
Attention:
Address:
Citv:--Bo_!Ss
Phone::)c,B - 3Qi7 sl Fax:
Sellers' 24-Hour Project Operational Contact (if difierent than above):
Name:
Telephone Number:
CellPhone:
On-Site Operations Contact Name:
On-Site Operations Telephone Number:
Com pany's Operating Representative:
ldaho Power Company - Delivery
Attention : Outage Coordinator - System/Reg ional Dispatch
1221W.ldaho Street
Boise, ldaho 83702
Phone:
During regular business hours: 208-388-2861
After hours: System Dispatch, 208-388-2826
Regional Dispatch, 208-388-51 80
9.5 Chanoes to the Notice lnformation. Either Party may change this information by
giving five (5) Business Days written notice prior to the effective date of the change.
ldaho Power Company
LP.U.C. No.29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 1O of 10
10. Siqnatures.
lN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective
duly a uthorized representatives.
For Grandview PV Solar Three, LLC
Name: ?"U*U., A= R.rU
ritre: \-\ni.S\<!r1.,(*. \r\s,e-Be&.=
Date: 7' l- \ot3
For Grandview PV Solar Four, LLG
Name:
Date: n- I ' \o) 3
For Grandview PV SolarTwo, LLC
*"ru,
- ,h t***{\Title: b{rnsr nJnt -
Date: 9' l- \ot3
For the Company
Name:
Title: Director, Load Serving Operations - Idaho Power Company
ort", 7{-L- 2Qt3
Idaho Power Company
I.P.U.C. No. 29, Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 1 of 4
Attachment 1
Desciotion and Costs of the Generation Facilitv. lnterconnection Facilities eos!_MetelltgEquioment
lnterconnection Details
Type of lnterconnection Service: Studied as an ldaho Power Network Resource under PURPA
FullOutput: 60 MW
Nominal Delivery Voltage: 138 kV
General Facility Description
The proposed project will consist of a combination of three 20 MW projects studied together as a single
interconnection facility in Elmore County, ldaho and connect to the 138 kV system on ldaho Power
Company's Bowmont - Canyon Creek - Strike Power transmission line #920. The total project output
is 60 MW.
Solar energy will be generated at 410 Volts before being stepped up to 34.5 kV for collection at the
Sellers' step-up station which will include a 34.5/138 kV step-up transformer for interconnection to the
138 kV line. The location of the stepup station in relation to the 138 kV transmission line is expected to
be directly adjacent. The Sellers will provide the generators, collector systems, step-up substation
yard, and 138 kV transformer.
Directty adjacent to the stepup substation yard owned and operated by the Sellers, ldaho Power will
construct, own, and operate an interconnection station. Within the interconnection station will reside
the interconnection facilties as well as a system upgrade sectionalizing circuit breaker to sectionalize
the existing transmission line.
lnterconnection Point
The lnterconnection Point for the Grandview Solar 2, 3, and 4 Projects will be the transformer side of
the disconnect switch labeled 101B (or at a transition type dead-end structure, to be determined in
coordination with the Sellers) on the attached single line drawing 21D-xxxxx-1. The projects' location is
in Elmore County, lD, on private land held by JR Simplot Company approximately one mile southeast of
Canyon Creek Substation in Township 05S and Range 04E, sections 5, 6, 7, and 8 in relation to Boise
Meridian.
A drawing identifying the Point of lnterconnection is included as Attachment 2. The Point of Change of
Ownership is electrically the same as the lnterconnection Point.
Sellerc' I nterconnection Facilities
The Sellers will install generators, stepup transformers, disfibution collector system, step-up
substation, 34.5 kV to 138 kV transformer and associated auxiliary equipment and facilities. The
Sellers will build, own, and maintain facilities electrically located on the Sellers' side of the Point of
Change of Ownership (except the three meters on the collector system).
The Sellers will install equipment to receive signals from ldaho Power Company Grid Operations for
Generator Output Limit Control ('GOLC") - see Attachment 4 Operating Requirements.
The Sellers wil! provide phone service to lPCo's generator interconnect package as described in
Tel ecom m u n ication s below.
fhe Sellers will provide a DNP 3.0 serialdata connection to the local ldaho Power Company SCADA
RTU when any communication with Seller-owned and maintained equipment is required for GOLC,
voltage control or other plant monitoring or control. Preliminary points lists and functional description
were provided to the Sellers in the Facility Study Report.
ldaho Power Company
l.P.U.C. No. 29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 2 ol 4
All interconnection equipment electrically located on the generator side of the Point of Change
Ownership shall be owned and maintained by the Sellers.
Other Facilities Provided by Sellers
Telecommunications
ln addition to communication circuits that may be needed by the Sellers, the Sellers shall provide the
following communication circuits for ldaho Power's use:1. One POTS (Plain Old Telephone Service) dial-up circuit for querying the revenue meter at the
generation interconnection site.2. One leased DDS (Digital Data Service) circuit for SCADA between the generation
interconnection site and Boise Bench Transmission Station (2001 Amity Street, Boise, lD
83716). This circuit must operate a|19.2 kbps data rate. Please note that Frame Relay service
is not acceptable.3. One leased DDS (Digital Data Service) circuil for the required Phasor Measurement Unit (PMU)
between the interconnection station site and Boise Bench Transmission Station (2001 Amity
Street, Boise, lD 83716). This circuit must operate a|19.2 kbps data rate or higher. Please
note that Frame Relay service is not acceptable.
The Sellers are required to coordinate with a communications provider to provide the communications
circuits and pay the associated one time setup and periodic charges. The communication circuits shall
be DC powered such that they will continue operation during a power outage. The communication
circuits shall be terminated in an approved demarcation box at a location approved by ldaho Power.
The communication circuits will need to be installed and operational prior to generating into the ldaho
Power system. Note that installation by communications provider may take several months and should
be ordered in advance to avoid delaying the project. lf the communication circuit types listed above are
not available at the site by a communications provider, the Sellers shall confer with ldaho Power.
lf high voltage protection is required by the communications provider for the incoming communications
provider cable, the high voltage protection assembly shall be engineered and supplied by the Sellers.
Options are available for indoor or outdoor mounting. The high voltage protection assembly shall be
located in a manner that provides ldaho Power Z#hour access to the assembly for trouble-shooting of
ldaho Power owned equipment.
ldaho Power requires that each of the three 20 MW solar projects be metered individually and ldaho
Power will install the metering package on the Sellers' collector system. The Sellers will provide a
communication circuit between the metering site and a location, or locations, specified by ldaho Power.
The circuit will be a POTS dial-up circuit to the revenue meter, The Sellers are responsible for
supplying and coordinating the installation of the phone line and paying the monthly service charges.
The communication circuit will need to be installed and operational prior to generating into the ldaho
Power system.
Easements
The Sellers will provide to IPCO a surveyed (Metes & Bounds) legaldescription along with exhibit map
for IPCO's facilities. After the legal description has been delivered to IPCO for review, IPCO will supply
to the Sellers a completed IPCO easement for signature by the land owner of record. Once the
signatures have been secured, the Sellers will return the signed easement to IPCO for recording. IPCO
construction will not proceed until the appropriate easements are secured.
Propefty, Site Work and Station Building
The Sellers will acquire property for the ldaho Power owned substation adjacent to the Sellers' step-up
station (fee ownership for ldaho Power). Conduits will be run between the stations as necessary for
interface purposes. The interconnection station footprint will be approximately 200' by 200'. Access to
ldaho Power Company
l.P.U,C. No 29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 3 of4
the interconnection station property is the responsibility of the Sellers. County permitting is assumed to
be the responsibility of the Sellers.
The Sellers will secure appropriate easements for ldaho Power with the land owner for the transmission
and distribution lines as well as the access roads to the interconnection station. ldaho Power will
provide the documentation.
Generator Output Limit Control
The Sellers will install equipment to receive signals from ldaho Power Grid Operations for Generation
Output Limit Control ('GOLC) - see Attachment 4 Operating Requirements.
Local Servrce
The Sellers are responsible to arrange for local service to their site, as necessary.
ldaho Power Company's lnterconnection Facilities
ldaho Power interconnection facilities will be located inside of the interconnection station (along with
other system upgrades). These specific facilities will include a dead-end structure (transition structure),
one 138 kV circuit breaker, two air-break switches, and a control building with associated relaying,
control, communication and revenue metering equipment. These facilities are identified in the attached
single line drawing 21D-p<xxx-I and include the physicaland electricalequipment between the
airbreak 101C and the interconnection psint (including yard, conduil, building, etc.). ldaho Power will
build, own, and malntain the station facilities including site preparation, fencing, grounding, and all
stuructural, communications, and control facilities.
Revenue metering will occur at the 138 kV level inside the interconnection station. Three additional
meters will be installed at each collector line to individually meter each specific 20 MW project distinctly
for accurate payment to the different entities.
Local service power for ldaho Power facilties will be distributed off of the existing ldaho Power Canyon
Creek O42 distribuiton feeder and will require a single phase line extension to the interconnection
station. lt is assumed this will be completed with overhead construction in a relatively short distance
(less than 500 feet).
See single line drawing as Attachment 2.
All interconnection equipment electrically located on the utility side of the lnterconnection Point shall be
owned, operated, and maintained by ldaho Power.
Maintenance Coordination Exception
The Sellers' protective relays will not provide back-up protection for ldaho Power facilities, therefore the
last 2 sentences in Section !fu! of this Generator lnterconnection Agreement do not apply to this
Generation Facility.
ldaho Power Company
|.P.U.C No. 29, Teriff No 101
Generator lnterconnection Agreement # 394, 395, 397
Peae{ of 4
Estimated Cost & Ownership
The following good faith estimates are provided in 2013 dollars:
OEefii$on .i t '."r,r::'';r.;.,r"' ' '' ,, ", ,,Onmarahlp . ". .,{*ftEiEfft&
lnlerco n n ection F acil iti es :
Substation property and improrcrneots, fencing, subgrade and
gravel, dead+nd structure (transition structure), one 138 kV
circuit breaker, trao air-break swihhes, and a control building
with associated relaying, control, communication and revenue
metering equipment, and three collector voltage meters. IPC $1,270,000
SUBToTAL $1,270,000
(See ATMCHMENT 6for ProJect Grand Total)
Full payment is required up front in accordance with Schedule 72, unless payment arangements are
made in advance with ldaho Power Operations Finance (see Attachment 3).
Billing for construction activities will be basd upon actual expenditures.
ldaho Power Company
|.P.U.C. No. 29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe I of I
Attachment 2
One-line,Diaoam Qeaiqtino the Small Gqneraition Facilitv. ln:terconnection Facillties. Metoina
Eouioment and Uoondes
ldaho Power Company
l.P.U.C. No.29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paqe 1 of '1
Attachment 3
M/qgfones
ldaho Power Company agrees only to the Construction timelines under its direct control provided in the
Facility Study Report for this Proiect.
These milestones will begin, and the construction schedule referenced below, will only be valid upon
receipt of funding in full from the Sellers or their authorized third party no later than the date set forth
below for such payment. Additionally, failure by Sellers to make the required payments as set forth in
this Agreement by the date(s) specified below will be a material breach of this Agreement, which may
result in any or all of the following: (i) loss of milestone dates and construction schedules set forth
below: (ii) immediate termination of this Agreement by ldaho Power; (iii) removal from the generator
interconnection queue.
Critical milestones and responsibility as agreed to by the Parties:
12t31t2013
4t30t2015
511512015 OR 16 months
after receipt of construction
funds
611512015
7t15t2015
Bn5l2A15
813012015
911512015
9t3012015
Se//ers
Selers
lPco
tPco
tPco
Se//ers
tPco
Se//ers
tPco
IPCO receives the remaining balance of Construction
estimate $2,155,000 OR Credit affangements are approved
by IPCO
Se//ers' GOLC ready to connect & Se//ers' telecomm
requirements are complete
IPCO construction complete
I PCa commissrbnrng complete
Notification from IPCO Operations that construction rls
complete
Se//ers testing begrns
Notif ication from I PCO's Energy Contrac:ting Coord i nator
confirming First Energy
Sellers' requested O peration Date
Notification from IPCO's Energy Contracting Coordinator
confirming aperation Date (pending allrequirements are
met)
Agreed to by:
Forthe Sellers:R- G&*,Lur-* Rs.*W ,u*?:l-* Q*p-13
arcJ- / - I"73
For the Transmission Provider
ldaho Power Company Date - ^-Aol3
ldaho Power Company
l.P.U.C. No.29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 1 of2
Attachment 4
Additianal Qaentinq Reouirements for the Comp-anv's Trcnsr?ission Svsten, and Alfected Su-slptgts
Needed to Suooort the Sellers' Needs
The Company shall also provide requirements that must be met by the Se//ers piorto initiating
parallel operation with the Company's Transmission Sysfem.
Operating Requirements
The project is required to comply with the applicable Voltage and Current Distortion Limits found in
IEEE Standard 519-1992 IEEE Recommended Practices and Requirements for Harmonic Control in
Electical Power Sysfems or any subsequent standards as they may be updated from time to time.
Sellers will be able to modiff power plant facilities on the generator side of the lnterconnection Point
with no impact upon the operation of the transmission system whenever the generation facilities are
electrically isolated from the transmission system via the 101B airbreak switch and a terminal clearance
is issued by ldaho Power Company's Grid Operator.
Generator Output Limit Control ("Re-dispatch" or'GOLC")
The Project will be subject to reductions directed by ldaho Power Company Grid Operations during
transmission system contingencies and other reliability events. When these conditions occur, the
Project will be subject to Generator Output Limit Control ('GOLC") and have equipment capable of
receiving signals from ldaho Power for GOLC. Generator Output Limit Control will be a setpoint from
ldaho Power to the Project indicating maximum output allowed. See Attachment 7 for details.
Low Voltage Ride Through
The Project must be capable of riding through faults on adjacent section of the power system without
tripping due to low voltage. lt has been determined, through study, that the interconnection projects
must be capable of remaining interconnected for any single phase voltage as low as 0.00 PU for 20
cycles, and for all three phase voltages as low as 0.00 PU for 6 cycles.
Sellers will be able to modify power plant facilities on the Sellers' side of the lnterconnection Point with
no impact upon the operation of the transmission or distribution system whenever the generation
facilities are electrically isolated from the system via the 1018 airbreak switch and a terminal clearance
is issued by ldaho Power Company's Grid Operator.
Ground Fault Equipment
The Sellers will install transformer conflgurations that provide a ground source to the transmission
system.
AIERC Registry Requirements
The Sellers must be registed with NERC as a Generator Owner (GO) and/or Generator Operator(GOP) entity. See NERC registry criteria Section lll(c):
http:llwr,,lm.nerc.comJfiles/Statqment Qgmpliance Resistw*9,ritera-V5-0.pdf
For further information refer to NERC Rules of Procedure Sec-tion 500 - Organization Registration and
Certification:Part 1.3. as theymay be updated from time to time:
htto:/lwww.nerc.com/file#NEBC Rules of ProcFdure EFFECTIVE 20101001.pdf
"As-Built" Generation lnterconnection Data
Modifications of the interconnection equipment or material changes for the Sellers' generator facility
that results in changes to modeling data (steady state data and dynamics data) previously submitted by
the Sellers for the interconnection studies requires prior approval from ldaho Power Company. Should
the Sellers make any changes to the facility that were not approved by ldaho Power or outlined in this
ldaho Power Company Generator lnterconnection Agreement # 394, 395, 397
l.P.U-.C*,No" 29. Tariff No. 101 _, Paqe 2 of 2
agreement, ldaho Power reseryes the right to disconnect or delay interconnection until any applicable
re-study work has been completed and approval has been granted.
Equipment settings determined during final commissioning of the generator facility that are represented
in the Transmission Provider's network models shall be provided by the Sellers within 30 days following
the date of commercial operations. Such settings include but are not limited to interconnection
transformer energized tap position, load tap changer control seftings, control setpoints (pickup level and
time delay) of automatic switching schemes for static reactive power equipment, and final control
characteristics of dynamic active and real reactive power equipment. Sellers shall provide any of the
following dala or drawings: as-built single line, topology, facility rating, facility type, facility
characteristics, and conductor size/length. ldaho Power has performed studies based on project data
that has been provided by Sellers or outlined in this agreement; any deviation to such requires
permission from ldaho Power.
Project Call-in Req uirem ents
Once the Facility has achieved its Operation Date and has operated in a reliable and consistent manner
for a reasonable period of time, Sellers shall provide ldaho Power with energy production information
and outage information by contacting the following:
Dailv Enerqv Production Reportinq
Calldaily by 10 am (Mountain) to 1-800-3564328 or 1-800-635-1093 and leave the following
information :
: 3r,1,"#'fl,TyH:T ;;*ect Na me a nd proj ect N um be r
. Estimated Generation for the current dayo Estimated Generation for the next day
Ftan?ed and Unplanned Froie$,Outaoes
Call 1-80G34tJrilj.il,: leave the follurvins information:
. Project Number. Total Capacity of your project
: s!#;:?t^ffi:3:'oJ:'"
the ou'iage
ldaho Power Company Generator lnterconnectlon Agreement # 394, 395, 397
1.P.U.9. No. 29. Tariff No. 101 _,,,, Paqe 1 of 1
Attachment 5
Reactive Power Reouirements
The Project will support operation in a voltage control mode. The Project must be capable of ,+/- 0.95
power factor operation, as measured at the Point of lnterconnection, for all MW production levels from
zero MW output to full rated MW output. The Project must have equipment capable of receiving an
analog setpoint, via DNP 3.0 from the ldaho Power RTU for voltage setpoint. The setpoint will be the
desired voltage level as measured at the interconnect bus. The range of setpoint will be 138kV to
144.9kV. For more information, please refer to Attachment 7.
ldaho Power Company
l.P.U.C. No. 29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe 1 of 1
Attachment 6
@mpanv's Descriptien af Soegial Facitities and Uaarade* Rsauiterd to lntearate tha Gqneratiog F,?cillV
and Best Estimate of Costs
As provided in Schedule 72 this Attachment descnbes Upgrades, Special Facilities, including
Nefuork Upgrades, and provides an itemized best estimate of the cost of the reguired facilities.
Upgrades
Substafion Upgrades
$810,000
Distribution Upgrades
$0
Transmission Upgrades
$75,000
The following good faith estimates are provided in 2013 dollars:
il '4fu1!|:;:fr.ffi '
I nterco n necti o n F ac i lities :
Substation property and improvements, fencing, sub-grade and
gravel, dead-end structure (transition structure), one 138 kV
circuit breaker, two air-break switches, and a control building
with associated relaying, control, communication and revenue
metering equipment, and three coiiector voltage meiers.
TOTAL
Subslation Upgrades:
Dead-end structure, a sectionalizing 138 kV circuit breaker,
three air-break switches, and associated relaying, control, and
communications equipment
Strike Power PLC Retune
TOTAL
Upgrades to Transmission :
138 kV transmission line in and out
TOTAL
GRAND TOTAL
lPc
c{ ?7n nnnv r r-, vrvvv
$1,270,000
tPc
$800,000
$10,000
$8f0,000
$75,000
$75,000
$2,155,000
ldaho Power Company
l.P.U.C. No. 29. Tariff No. 101
Generator lnterconnection Agreement # 394, 395, 397
Paae 1 at 2
Attachment 7
G e n e rat i o n I nte rco n n ectio n Co nt ro I Req u i re m e nt s
Generator Output Limit Control (GOLC)
IPC requires lnterconnecled Power Producers to accept GOLC signals from our EMS.
The GOLC signals will consist of four points shared betvrreen the IPC EMS and the Sellers' Generator
Controller:
GOLC Setpoint: An analog output that contains the MW value the Sellers should curtail to, should a
GOLC request be made via the GOLC On/Off discrete output Control point.
An Analog lnput feedback point must be updated (to reflect the GOLC setpoint value) by the Sellers'
Controller upon the Controller's receipt of the GOLC setpoint change, with no intentional delay.
GOLC On/Off: A discrete output (DO) control point with pulsing Trip/Close controls. Following a "GOLC
On" control (DNP Control Code "Close/Pulse On"), the Sellers' Controller will run power output back to
the MW value specified in the GOLC Setpoint. Following a "GOLC Off' control (DNP Control Code
"Trip/Pulse On'), the Sellers are free to run to maximum possible output.
A Discrete lnput (Dl) feedback point must be updated (to reflect the last GOLC DO Control Code
received) by the Sellers' Controller upon the Controlle/s receipt of the GOLC DO control, with no
intentional delay. The feedback Dl should latch to an OFF state following the receipt of a "GOLC OFF"
control and it should latch to an ON state following the receipt of an "GOLC ON" control.
lf a GOLC control is issued, it is expected to see MW reductions start within 1 minute and plant output
to be below the GOLC Setpoint value within 10 minutes.
Voltage Control
ldaho Power requires Transmission-lnterconnected Power Producers to accept Voltage Controlsignals
from our EMS when they are connected to our transmission system.
The voltage control will consist of one setpoint and one feedback point shared between the ldaho
Power EMS and the Sellers' Controller.
The setpoint will contain the desired target voltage for the plant to operate at, This setpoint will have a
valid control range of 0.95 and the 1.05 per unit of nominal system vottage.
The controt will always be active, there is no digital supervisory point like the Curtail On/Off control
above.
When a setpoint change is issued an Analog lnput feedback point must be updated (to reflect the
Voltage Control setpoint value) by the Sellers' Controller upon the Controller's receipt of the Voltage
Control setpoint change, with no intentional delay.
When a setpoint change is received by the Sellers' Controller, the Voltage Control system should react
with no intentional delay.
The voltage control system should operate at the voltage indicated by the setpoint with an accuracy of
+l- O.5o/o of the nominal system voltage.
The Sellers should supervise this control by setting up "reasonability limits", i.e. configure a reasonable
range of values for this control to be valid. As an example, they will accept anything in the valid control
range (between.95 and 1.05 p.u.), butrejectvalues outsidethis range. lf theywerefed an erroneous
value outside the valid range, their control system would default to the last known, good value.
ldaho Power Company
I.P.U-C- No.29. TariffNo. 101
Generator lnterconnection Agreement # 394, 395, 397
Paoe2 at2
G en erati o n I nte rc o n n ecti o n D ata Poi nts R eq ui rem ents
Dinital lnouts to lPCo fDNP Obi. 01. Var. 2l
lndex Oescriplion State (0/'l)Comments:
0 52A Sellers' Caoacitor Breaker fit nresentl Open/Closed Sourced at substation
1 GOLC Off/On (Control Feedback)Off/On Feedback provided bv Sellers
DigitalOutputs to Sellers (DNP Obi. 12, Var. l)
lndex Description Comments:
0 GOLC Off/On Controlissued bv IPCO
Analot Inouts to lPCo {DNP Ohi" 30. Var. 2}
lndex Description
Raw
Hioh
Raw
Low
EU
Hioh EU Low
EU
Units Comments:
0
GOLC Setpoint Value Received
fFeedback)32767 szioa TBD TBD MW
Provided by
Sellers
1
Voltage Control Setpoint Value Rec'd
(Feedback)32767 sziaa TBD TBD KV
Provided by
Sellers
Analos Outouts to Sellers {DNF Obi.41. Var. 2l
lndex Description
Raw
Hioh
Raw
Low
EU
Hioh
EU
Low
EU
Units Comments:
0 GOLC Setooint 32767 szTae TBD TBD MW
Controlissued by
rPco
1 Voltaoe Control Setooint 32767 32768 TBD TBD KV
Conti'olissued by"
lPco
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E-11-15
IDAHO POWER COMPANY
ATTACHMENT 3
MARGH 10, 2011, E.MAIL AND
DRAFT AGREEMENT
Walker, Donovan
From:
Sent:
To:
Cc:
Subject:
Attachments:
Allphin, Randy
Thursday, March 10,2011 2:00 PM
'[e-mail]'
'Peter Richardson'; Walker, Donovan
Draft Grand View Solar ll purchase power agreement
Grand View Solar ll draft PPA 3-10-201 1.doc
Mr. Paul,
As you requested attached is a draft PURPA purchase power agreement for your proposed Grand View ll 20 MW solar
project.
The pricing contained within this proposed agreement is based upon the energy shape you provided that we then used
to execute the IRP pricing model.
This draft agreement is for discussion purposes only and ldaho Power reserves the right to modify this agreement at any
time until both parties have executed an agreed upon document.
Only after agreement by both parties, execution of an agreement by both parties and approval of the Agreement by the
Commission shalla binding commitment exist.
Please review and contact me with any questions you may have.
Randy
Draft for Discussion Purposes Only
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPAI.IY
AND
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 lndemnification and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Govemmental Authorization
2I 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
TABLE OF CONTENTS
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
FIRM ENERGY SALES AGREEMENT
(Solar Project - Greater than 100 kW)
Project Name: Grand View Solar II
Project Number:
THIS AGREEMENT, entered into on this _ day of 2011 between
(Seller), and IDAHO POWER COMPANY, an ldaho corporation (Idaho
Power), hereinafter sometimes referred to collectively as "Parties" or individually as "Party."
WITNES$ETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric 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: DEFINTTIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 "Base_EUsgy" - 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 Surplus Energy as
specified within this Agreement.
1.2 "Commission" - The Idaho Public Utilities Commission.
1.3 ooContract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
-1-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
1.4 "Delay Liquidated Damases" - 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 will be 0.
1.7 "Desiqnated Dispatch F " - ldaho Power's Systems Operations Group, or any subsequent group
designated by Idaho Power.
1.8 "Facility''- That electric generation facility described in Appendix B of this Agreement.
1.9 "First Enerqy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article [V and the Seller begins delivering energy to the ldaho
Power electrical system at the Point of Delivery.
1.10 "HealTr Load Hours"-Thedailyhours beginning at 7:00 am, ending at 11:00 pm MountainTime, (16
hours) excluding all hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
1.1I "Heav.v Load Peak Hours" - The daily Heavy Load Hours from hour beginning at 3:00 pm through hour
ending 7 pm Mountain time, (4 hours).
1.12 "Heav.v Load Standard Hours" - The daily Heavy Load Hours not included as Heavy Load Peak Hours.
1.13 "Interconnection Facilities" - All equipment specified in Schedule 72.
l.l4 "Light Load Hours" - The daily hours beginning at 1l:00 pm, ending at 7:00 am Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
I . 1 5 6(Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of the
transformation and transmission of energy between the point where the Facility's energy is metered and
-2-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
the point the Facility's energy is delivered to the Idaho Power electrical system. The loss calculation
formula will be as specified in Appendix B of this Agreement.
1.16 "Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market Energy
Cost.
l.l7 "M4eriA!_B!eagh" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.18 "Maximum Capacity Amo " - The maximum capacrty (MW) of the Facility will be as specified in
Appendix B of this Agreement.
1.19 "Meterine 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.
1.20 "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.
t.2l "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.
"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.
"Net Enersy" - 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
-3-
Draft for Discussion Purposes Only
1.22
1.23
Draft for Discussion Purposes Only
terms of this Agreement, Seller commits to deliver all Net Energy to ldaho Power at the Point of
Delivery for the full term of the Agreement.
1.24 "Operation Date" - The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements of paragraph 5.2 have been completed.
1.25 "Le!4_efDelivqy" - The location specified in Appendix B, where ldaho Power's and the Seller's
electrical facilities are interconnected and the energy from this Facility is delivered to the Idaho Power
electrical system.
1.26 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully, safely,
dependably, efficiently and economically.
1.27 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates achieving the
Operation Date. It is expected that the Scheduled Operation Date provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve the
Operation Date.
1.28 "Schedule 72" - Idaho Power's Tariff No 101, ScheduleT2 or its successor schedules as approved by
the Commission. 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.
1.29 "Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
1.30 "Special Facilities" - Additions or alterations of transmission and/or distribution lines and transformers
as described in Schedule 72.
1.31 "Station Use" - Electric energy that is used to operate equipment that is auxiliary or otherwise related to
the production of electricity by the Facility.
1.32 "Sulplug_Enefgy" - Is (l) 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
4-
Draft for Discussion Purposes Only
2.1
2.2
3.1
Draft for Discussion Purposes Only
that month is less than9}o/o 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 .33 "Total Cost of the Facility" - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDA}IO POWER
Seller lndeoendent Investieation - Seller warrants and represents to Idaho Power that in entering into
this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has investigated
and determined that it is capable of performing hereunder and has not relied upon the advice,
experience or expertise of Idaho Power in connection with the transactions contemplated by this
Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the transactions
contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho Power and
ldaho Power makes no warranties, expressed or implied, regarding any aspect of Seller's design,
specifications, equipment or facilities, including, but not limited to, safety, durability, reliability,
strength, capacity, adequacy or economic feasibility.
Oualifyine Facility Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term is
used and defined in l8 CFR 292.201 et seq. After initial qualification, Seller will take such steps as may
be required to maintain the Facility's Qualifuing Facility status during the term of this Agreement and
Seller's failure to maintain Qualiffing Facility status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualifying Facility status and associated support
and compliance documents at anytime during the term of this Agreement.
-5-
Draft for Discussion Purposes Only
3.2
4.1
Draft for Discussion Purposes Only
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
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 necessary for Seller's
operations have been obtained from applicable federal, state or local authorities, including, but
not limited to, evidence of compliance with Subpart B, l8 CFR 292.201 et seq. as a certified
Qualifuing Facility.
4.1.2 Opinion of Counsel - Submit to ldaho Power an Opinion Letter signed by an attorney admitted
to practice and in good standing in the State of Idaho providing an opinion that Seller's licanses,
permits and approvals as set forth in paragraph 4. 1 .1 above are legally and validly issued, are
held in the name of the Seller and, based on a reasonable independent review, counsel is of the
opinion that Seller is in substantial compliance with said permits as of the date of the Opinion
Letter. The Opinion Letter 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 of the 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 determine the Facility
Nameplate Capacity rating. Upon receipt of this data, ldaho 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
-6-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
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 confirrnation 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 ldaho Power.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on the
date first written and shall continue in full force and effect for a period of twenty (20) Contract Years
from the Operation Date.
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 confirmation from Idaho Power of the Operation Date. This
confirmation will 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
-7-
Draft for Discussion Purposes Only
5.1
5.2
5.4
Draft for Discussion Purposes Only
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 calendar month after the Scheduled Operation Date as
follows:
Delay Liquidated Damages are equal to ((Current month's lnitial Year Net Energy
Amount as specified in paragraph 6.2.1 divided by the number of days in the current
month) multiplied by the number of days in the Delay Period in the 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
Date, the Seller shall pay Idaho Power Delay Liquidated Damages in addition to those
provided in paragraph 5.3.1, calculated as follows:
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
If Seller fails to achieve the Operation Date within ninety (90) 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.
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
-8-
Draft for Discussion Purposes Only
5.5
5.6
5.7
Draft for Discussion Purposes Only
by the Seller in an amount equal to the calculated Delay Damages or Delay Liquidated Damages.
The Parties agree that the damages ldaho 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.
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
Received and accepted an interconnection feasibility study for this Facility.
Provided all information required to enable Idaho Power to frle an initial
transmission capacity request.
d) Accepted the results of the initial transmission capacity request.
e) Acknowledged responsibility for all interconnection costs and any costs associated
with acquiring adequate firm transmission capacity to enable the project to be
classified as an Idaho Power firm network resource. If final interconnection or
transmission studies are not complete at the time the Seller executes this
Agreement, the Seller understands 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.
Within thirty (30) days of the date of a final non-appealable Commission Order as specified in Article
XXI approving this Agreement, the Seller shall post liquid security ("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 will be a Material Breach of this Agreement and
Idaho Power may terminate this Agreement.
-9-
Draft for Discussion Purposes Only
b)
c)
5.8
Draft for Discussion Purposes Only
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 paragraphT .2 for each of those three months.
5.8.1.1 In the event (a) Seller provides Idaho Power with certification that (1) a generation
interconnection agteement specifuing a schedule that will 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
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.I.2 If the Seller has received a reduction in the calculated Delay Security as specified in
paragraph 5.8.1.1 and subsequently (l) 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 of this Agreement.
5.8.2 Idaho Power shall release any remaining security posted hereunder after all calculated Delay Damages
andL/or Delay Liquidated Damages are paid in full to Idaho Power and the earlier of , l) thirty (30) days
after the Operation Date has been achieved, or 2) sixty (60) days after the Agreement has been
-10-
Draft for Discussion Purposes Only
6.1
6.2
Draft for Discussion Purposes Only
terrninated.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Enerey - Except when either Party's 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.
Net Enersy Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Year Monthlv Net Enerev Amounts:
Month
March
April
May
kwh
Season 1
Season 2
July
August
November
December
Season 3
June
September
October
January
February
6.2.2 Oneoine Monthly Net Enerey 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 will be provided to Idaho Power by written notice in
-l I -
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
accordance with paragraph2s.l, no later than 5:00 PM of the 5ft 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 will use the most recently provided 3 matching months of the
lnitial 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 Enersy Amount
6.2.3.1 No later than the Operation Date, by written notice given to Idaho Power in accordance
with paragraph 25.1, the Seller may revise all of the previously provided Initial Year
Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9th month after the Operation Date and at the end of
every third month thereafter: (l) the Seller may not revise the immediate next three
months of previously provided Net Energy Amounts, (2) but by written notice given to
Idaho Power in accordance with paragraph 25.1, no later than 5:00 PM of the 5m 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 Enerey 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 accepted by Idaho Power, the Net Energy
Amount as specified in paragraph 6.2 for the specific month in which the reduction or
suspension under 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)
-t2-
Draft for Discussion Purposes Only
SGU =
TGU
RSH
Draft for Discussion Purposes Only
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.
Sum of all of the individual generator ratings of the generation
units at this Facility as specified in Appendix B of this
agreement.
Actual hours the Facility's Net Energy deliveries were either
reduced or suspended under paragraph 12.2.1 or 12.3.1
TH Actual total hours in the current month
Resultine formula beins:
Adiusted
NeiEnergy = NEA
Amount
sGU x NEA ) , (ns,,\TGU TH ))((
6.3
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for only the
specific month in which Idaho Power was excused from accepting the Seller's Net Energy or the Seller
declared a Suspension ofEnergy.
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 PRTCE AND 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 during Heavy Load Hours and the Light Load
-13-
Draft for Discussion Purposes Only
, Dreft for Dfocuslon hrpec Onty
Enerry Piice for all Base Eoergy rec€iwd durhg Ught Load hours for each year as spocified
below:
Ilcaw load EncrwPrice Lieht t.oadEucrgyPricc
Yesr
2An
2013
2014
2015
2016
zAfi
2018
2019
2A20
2A2l
2422
2023
2424
20D5
2426
2427
2028
2029
2031
91.45
93.26
sildDeo€mbe$ Idaho Power shallpaythe non-lewlized Heavy
received during Heavy Load Hours and the Light l,oad
Energyreceived dtuing tight l.oad hours as for each y@r aB specified
Mills&\Irh
67.16
70.6t
71.93
73.26
74.63
76.03
77.45
78.89
80.37
Mill$/kWh
61.81
65.26
66.58
67.91
69.28
70.68
72.1A
79.52
81.22
82.84
84.s0
86.19
I
.66
81.88
83.41
84.97
Year
2A12
2013
20r4
2015
2016
20t7
2018
HeaW Ioad Eaqgy hice
MillslklMh
109.64
115J8
lt7A3
t19.62
121.85
124,13
126,,M
tieht l,oad Enq, ry Prio€
Mills/k$rh
100.91
106.55
108.70
110.88
113.11
r 15.39
tt7.7L
-t4-
Draft for Dirqrcrion Purpocs OnIy
95.0
Draft for Discussion Purposes Only
2019
2020
202t
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
128.81
13t.22
133.68
136.19
138.73
t4t.34
r43.99
146.69
t49.45
t52.26
155.1l
158.04
161.00
t20.07
t22.48
t24.94
r27.45
130.00
132.60
135.25
r37.95
140.71
143.s2
146.38
149.30
152.27
7.1.3 During the months of July and August, Idaho Power shall pay the non-levelized Heavy Load
Standard 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 during Light Load Hours for each
year as specified below:
Year
2012
2013
2014
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
Heavy Load Standard
Energy Price
Mills/kWh
t07.45
t12.97
115.08
t17.23
tt9.4l
t21.6s
t23.9t
126.23
128.60
131.01
t33.47
135.96
138.51
141.1I
t43.76
-15-
Draft for
Heav.v Load Peak
Energy Price
Mills/kWh
115.t2
121.04
123.30
125.60
127.94
130.34
132.76
t35.25
137.78
140.36
143.00
145.67
148.4r
l5l.l9
1s4.02
Lieht Load Energ.v Price
Mills/kWh
100.91
106.55
108.70
110.88
113.11
115.39
tt7.71
t20.07
t22.48
t24.94
t27.45
130.00
t32.60
13s.25
137.95
Discussion Purposes Only
Draft for Discussion Purposes Only
2027
2028
2029
2030
2031
t46.46
t49.21
152.01
154.88
157.78
156.92
1s9.87
162.87
165.94
169.0s
t40.7t
t43.52
146.38
t49.30
t52.27
7.1.4 During the months of June, September, October, January and February, Idaho Power shall
pay the nonJevelized 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:
Year
20r2
20t3
20t4
2015
2016
2017
201 8
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
203r
Heavy Load Energy Price
Mills/kWh
91.37
96.07
97.86
99.68
101.54
t03.44
105.37
t07.34
109.35
1l 1.40
113.49
115.61
tt7.78
119.99
t22.24
t24.54
126.88
129.26
131.70
134.t7
March, April and
May
Lieht Load Energy Price
Mills/kWh
84.09
88.79
90.58
92.40
94.26
96.16
98.09
100.06
102.07
104.t2
106.21
108.33
I10.50
tt2.7t
1r4.96
117.26
119.60
r2r.98
124.42
t26.89
July, August, June, September,
November and October, January andDecember February
7.2 All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and Delay
Damage Price shall be the non-levelized energy price for each year as specified below:
-16-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
Year
2012
2013
2014
2015
2016
2017
201 8
20r9
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
Mills/kWh
64.78
68.23
69.5s
70.88
72.25
73.65
75.07
76.51
77.99
79.50
8l .03
82.59
84.1 9
85.81
87.47
89.16
90.88
92.62
94.42
96.23
MillsikWh
t05.76
I11.40
I13.54
115.73
117.96
r20.24
r22.56
t24.92
t27.33
r29.79
r32.30
134.84
137.45
140.10
142.80
r45.56
148.37
t51.22
154. l 5
r57.t2
Mills/kWh
88.1 3
92.83
94.62
96.44
98.30
r00.20
102.13
104.10
106.1I
108.16
110.25
112.37
114.54
116.75
l19.00
121.30
123.64
t26.02
r28.46
130.93
7.3
7.4
Surplus Eners.v 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.
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.
Continuine 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 ldaho Power
Companv v. Idaho Public Utilities Commission and Afton Ener$, Inc., 107 ldaho 781, 693 P.2d 427
(1984), Idaho Power Companv v. Idaho Public Utilities Commission, 107 ldaho 1122,695 P.2d | 261
(1985), Afton Energr, Inc, v. Idaho Power Comoanlt, 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
-17 -
Draft for Discussion Purposes Only
7.5
8.1
Draft for Discussion Purposes Only
ARTICLE VIIL ENVIRONMENTAL ATTRIBUTES
Under this Agreement, ownership of Green Tags and Renewable Energy Certificate (RECs), or the
equivalent environmental attributes, directly associated with the production of energy from the Seller's
Facility sold to Idaho Power will be governed by any and all applicable Federal or State laws and/or any
regulatory body or agency deemed to have authority to regulate these Environmental Attributes or to
implement Federal and/or State laws regarding the same.
ARTICLE IX: FACILITY AND INTERCONNECTION
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.
lnterconnection Facilities - Except as specifically provided for in this Agreement, the required
lnterconnection 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 alird the Generation lnterconnection 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 AND TELEMETRY
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 ldaho
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 ldaho Power electrical system.
-1 8-
Draft for Discussion Purposes Only
9.1
9.2
10.1
Draft for Discussion Purposes Only
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.
11.1
ARTICLE XI - RECORDS
Maintenance of Records - Seller shall maintain at the Facility or such other location mutually acceptable
to the Parties adequate total generation, Net Energy, Station Use, and maximum generation (kW)
records in a form and content acceptable to Idaho Power.
ll.2 lnsoection - Either Party, after reasonable notice to the other Pu.ty, shall have the right, during normal
business hours, to inspect and audit any or all generation, Net Energy, Station Use, and maximum
generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12 .l Communications - Idaho Power and the Seller shall maintain appropriate operating communications
through Idaho Power's Designated Dispatch Facility in accordance with Appendix A of this Agreement.
12 .2 Enere.v Acceptance -
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy which would have
otherwise been produced by the Facility and delivered by the Seller to the Point of Delivery, if it
is prevented from doing so by an event of Force Majeure, or temporary disconnection of the
Facility 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, beginning with the
twenty-first day of such intemrption, curtailment or reduction, Seller will 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 will notifu Seller when the intemrption,
curtailment or reduction is terminated.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or Interconnection
-19-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
Facilities is unsafe or may otherwise adversely affect Idaho Power's equipment, personnel or
service to its customers, Idaho Power may temporarily disconnect the Facility from Idaho
Power's transmissior/distribution system as specified within Schedule 72 or take such other
reasonable steps as Idaho Power deems appropriate.
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 nparagraph 6.2.4.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
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t2.4
12.5
Draft for Discussion Purposes Only
paragraph 12.3.1, the Seller will notifr 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 XXIV that
will 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 will review the documentation provided by the Seller to
determine Idaho Power's acceptance of the described forced outage as qualifuing for a Declared
Suspension of Energy Deliveries as specified in paragraph 12.3.I. Idaho Power's acceptance of
the Seller's forced outage as an acceptable forced outage will be based upon the clear
documentation provided by the Seller that the forced outage is not due do an event of Force
Majeure or by neglect, disrepair or lack of adequate preventative maintenance of the Seller's
Facility.
Scheduled Maintenance - On or before January 3 lst of each calendar year, Seller shall submit a written
proposed maintenance schedule of significant Facility maintenance for that calendar year and ldaho
Power and Seller shall mutually agree as to the acceptability of the proposed schedule. The Parties
determination as to the acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance schedule.
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 Curtailment - Idaho Power will make a reasonable attempt to contact the Seller prior to
exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's Facility. Seller
understands that in the case of emergency circumstances, real time operations of the electrical system,
and/or unplanned events Idaho Power may not be able to provide notice to the Seller prior to
intemrption, curtailment, or reduction of electrical energy deliveries to ldaho Power.
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13.1
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ARTICLE XIII: INDEMNIFICATION AND INSURANCE
lndemnification - Each Party shall agree to hold harmless and to indemnifu the other Party, its officers,
agents, affiliates, subsidiaries, parent company and employees against all loss, damage, expense and
liability to third persons for injury to or death of person or injury to property, proximately caused by the
indemniffing 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 indemnifuing Party shall, on the other Party's request, defend any suit
asserting a claim covered by this indemnity. The indemniffing Party shall pay all documented costs,
including reasonable attorney fees that may be incurred by the other Party in enforcing this indemnity.
lnsurance - During the term of this Agreement, Seller shall secure and continuously carry the following
insurance coverage:
13.2.1 Comprehensive General Liability lnsurance 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
13.2
Company rating of A- or better and shall include:
(a) An endorsement naming Idaho Power as an additional insured and loss payee as
applicable; and
(b) A provision stating that such policy shall not be canceled or the limits of liability
reduced without sixty (60) days' prior written notice to Idaho Power.
13.3 Seller to Provide Certificate of Insurance - As required in 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 Notifr Idaho Power of Loss of Coverage - If the insurance coverage required by paragraph
13.2 shall lapse for any reason, Seller will immediately notifr Idaho Power in writing. The notice will
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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.
ARTICLE XIV: FORCE MAJEURE
l4.l 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 Party is
unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of God,'fire, flood,
storms, wars, hostilities, civil strife, strikes and other labor disturbances, earthquakes, fires, lightning,
epidemics, sabotage, or changes in law or regulation occurring after the Effective Date, which, by the
exercise ofreasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. If either Party is rendered wholly or in part
unable to perform its obligations under this 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:
The non-perforrring Party shall, as soon as is reasonably possible after the occurrence
of the Force Majeure, give the other Party written notice describing the particulars of
the occurrence.
The suspension of performance shall be of no greater scope and of no longer duration
than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence causing the suspension
of performance and which could and should have been fully performed before such
occurrence shall be excused as a result of such occurrence.
ARTICLE XV: LIABILITY: DEDICATION
Limitation of Liability. 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 Party to this Agreement. Neither
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(l)
(2)
(3)
15.1
16.1
Draft for Discussion Purposes Only
party shall be liable to the other for any indirect, special, consequential, nor punitive damages, except as
expressly authorized by this Agreement. Consequential damages will include, but not be limited to, the
value of any environmental attributes.
15.2 Dedication. No undertaking by one Party to the otherunder any provision of this Agreement shall
constitute the dedication of that Party's system or any portion thereof to the Party or the public or affect
the status of Idaho Power as an independent public utility corporation or Seller as an independent
individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
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 XVII: WATVER
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.
ARTICTE XVIII: CHOICE OF LAWS AND VENUE
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.
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18.1
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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.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this Agreement
19.2.2
(an "event of default"), the non defaulting Party shall cause notice in writing to be given to
the defaultingParty, specifuing the manner in which such default occurred. If the defaulting
Party 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 within 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.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be cured
as expeditiously as possible following occurrence of the breach.
19.3 Securitv for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
1 9.3.1 lnsurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller fails to
19.3.2
comply, such failure will be a Material Breach and may only be cured by Seller supplying
evidence that the required insurance coverage has been replaced or reinstated;
Ensineer's Certifications - Every three (3) years after the Operation Date, Seller will supply
Idaho Power with a Certification of Ongoing Operations and Maintenance (O&M) from a
Registered Professional Engineer licensed in the State of Idaho, which Certification of
Ongoing O & M shall be in the form specified in Appendix C. Seller's failure to supply the
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19.3.3
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required certificate will be an event of default. Such a default may only be cured by Seller
providing the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1 .1 of this Agreement. In
addition, Seller will supply Idaho Power with copies of any new or additional permits or
licenses. At least every fifth 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 only be cured by Seller
submitting to ldaho 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 of this Agreement.
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ARTICLE XXI: COMMISSION ORDER
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
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23.1
24.1
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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 XXItr: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties and
subsequently approved by the Commission.
ARTICLE XXIV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed to be
paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
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 confirmed with deposit in the U.S. Mail, first-class,
postage prepaid, as follows:
To Seller:
Original document to:
Telephone:
Cell:
FAX:
E-mail:
Copy of document to:
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Telephone:
Email:
To Idaho Power:
Orieinal document to:
Senior Vice President, Power Supply
Idaho Power Company
POBoxT0
Boise,Idaho 83707
Email : Lerow@ idahopower.com
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
E-mail : [e-mail]
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 XXVL 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 of Delivery
AppendixC - Engineer'sCertifications
AppendixD - 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.
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AKTICLE )O(VItr: COI,JNTERPARTS
28.1 This Agrwment maybe orecutd in two or more counterparts, cachof which shall be dmsd an
original but all of whichtogethershall constitte one andthc same instrum€Nrt.
ARTICLE X)O(: ENTIRE AGREEMENT
29.1 This furwment constitut€o the entire Agroement of the Partieg the subject uatter her€of and
suporsodes all prior or contemporflreou$ oral q written betwq ths Parti€s eonecrni4 the
subjeot matter hereof;
IN WITNESS UfHERE0F, The Parties
theirrespective rylmes onthe date set forth
Idaho PowerCompanv
tobe ermutsdin
*Seller"
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APPENDX 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
POBoxT0
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 ldaho 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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Project Name
Address
City
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AI\D SWITCHING REPORT
Month Year
Project Number:
Phone Number:
State zip
Facility
Output
Station
Usase
Station
Usase
Metered
Maximum Generation
kw
Net Generation
Meter Number:
End of Month kwh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Openins Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
*Reason
Breaker Closing Record
Date Time Meter
*
I
2
3
4
5
6
7
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
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Date
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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, ldaho 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 L2:O}AM (Midnight) of the 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 of time, the Parties may mutually agtee to modify this Routine Reporting
requirement.
Idaho Power Contact lnformation
Daily Energy Production Reportine
Call daily by 10 a.m., l-800-356-4328 or 1-800-635-1093 and leave the following information:
o Project Identification - Project Narne and Project Number
o Current Meter Reading
o Estimated Generation for the current dayo Estimated Generation for the next day
Planned and Unplanned Project outages
Call l-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Number. Approximate time outage occurred
o Estimated day and time of project coming back online
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So[er's Cstract Infoffiofioa
24-Hour Projeet :OpFrdimal Contact
Naoe:
TelephoneNumbcn
CellFhone:
TelegftonoNuobffi
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APPENDD( B
FACILITY AlrlD POINT OF DEtryERY
Project Name: Crfarld View Solar II
PrcjectNum-bcr:
B-1 DESCRIPTrcN OF FACILAY
Va Capability (Both leeding aod lagging:
LOCATION OF FACILITY
Description of
B-3
Seller
Seller has
In making these
rquirements in
an Operation Date.
TION DATE
the Scheduled First Enerry Date.
as the Sehefuled OpemtionDate.
recognizes that adquate testing of the Facility and completiou of all
5.2 of this Agre€ment must b,e completed prim to the project being gtanfsd
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B-4
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MAXIMUM CAPACITY AMOUNT
This value will be which is consistent with the value provided by the Seller to Idaho Power in
accordance with Schedule 72. This value is the maximum energy (MW) that potentially could be
delivered by the Seller's Facility to the Idaho Power electrical system at any moment in time.
POINT OF DELTVERY
'oPoint of Delivery" means, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. Schedule 72 will determine the
specific Point of Delivery for this Facility. The Point of Delivery identified by Schedule 72will become
an integral part of this Agreement.
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 will 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 will be
established to measure the energy losses (kwh) between the Seller's Facility and the Idaho Power Point
of Delivery. This loss calculation will be initially set at 2%o of the kWh energy production recorded on
the Facility generation metering equipment. At such time as Seller provides ldaho 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, Idaho Power will
configure a revised Losses calculation formula to be agreed to by both parties 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-5
B-6
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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 ldaho 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 signilicantly impact Idaho Power's ability and
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eolt to ettdn the I{RD docignafion for the Sdlerts faeitity rnd tho Seller;hdl btrr the cocts of
rny of there delry* thnt uo r r€ruft of any edom or lnrsHon by the Seller.
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APPENDX 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:
l. 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 is hereinafter
referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-)BoiseMeridian,-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.
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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truilt to apemeriate standards, adherense to said O&M Policy will result in the Pnojectls producing at or nmr tho
dosip electrical ouput, effcieircy mdplaot factor for a
-
yearpciod.
9. That Engircer recognizes that Idaho Pou,er, in accordance with paragraph 5.2 of the fuircement, is
relying on Engineds rc,preentations and opinions contaiaadinthis State,ment.
10. That Enginffi certifiee that the above statemeots are complete, tnre and aocrrate to thc best ofhis/hcr
knowledge and therefore sets his/her hand and Ml below.
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APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
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 ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between ldaho
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 ldaho Power Company (IPCo) Facility No.
to as the "Project".
and hereinafter referred
4. That the Project, which is commonly known as the Project, is located in
Section Township Range _, Boise Meridiffi, _ 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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8. Th* Eogine€r has made a physical inepectim of mid hoject, its operations md maintenancc r@omds
since the last previous certified inspeetion. It is F'qgrneor's pmfesional opiniou, bas€d on the hoject's
appearancc,that its oqgohgO&M hasbem substaatiallyinaecordsose withsaidO&M Poliey; that it isin
reasonably good op€ratiilg condition; and that if adherence to said O&M Poliey oontinue$ the Pnoject will
coatinue prodrcing at ornoar its desigu electrical outpu! efficimryandplant hctor forthe rmaining
years ofthe Agr€ment.
9. That Engiueerrmogrizes that Idaho Power, in 53 of,theAgreement, is
relyrng on Engineer's representations atrd opinions
10. That Enginer certifiee that the aborre eomplete, true to tle best ofhis/her
knowledge and thenefore sets his/her hand and seal
(P.E. Shmp)
Date
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APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of himselflherself 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
County,Idaho.Section Township Range .__-.__-_____._.: Boise Meridian,
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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Draft for Discussion Purposes Only
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 furnished Interconnection
Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all applicable
codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent operation and
maintenance practices by Seller, the Project is capable of performing in accordance with the terms of the
AgreementandwithPrudentElectricalPracticesfora-yearperiod.
I l. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, in
interconnecting the Project with its system, is relying on Engineer's representations and opinions contained in
this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best of his/her
knowledge and therefore sets hisftrer hand and seal below.
By
(P.E. Stamp)
Date
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APPENDX 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 defined below or other forms of liquid
financial security that would provide readily available cash to Idaho Power to satisff 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 aparty 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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Drafr for Iliscusifun Purpooes Onty
rrill be iesued by a financial institution aeocptable to both parties. The Sellcr rhdll tre rceponsible fur
all costs associated with establishing and naintaining the Guaran@s) or Irttu(s) of Credit.
Dreft for Illsrusion furpooc OnIy
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-11-15
IDAHO POWER COMPANY
ATTACHMENT 4
DECEMBER 2, 2011 , E.MAIL AND
DRAFT AGREEMENT
Walker. Donovan
From:
Sent:
To:
Cc:
Subject:
Attachments:
Allphin, Randy
Friday, December 02, 2011 2:12 PM
'Robert Paul'; 'Peter Richardson'
Walker, Donovan
Draft Grand View ll, lll and lV contract
Grand View Solar ll draft PPA 12-2-201 1.doc
Mr. Pauland Mr. Richardson -
Attached is a draft ldaho Power PURPA agreement for your proposed Grandview ll, lll and lV 20 MW solar projects.
This draft agreement replaces any previously provided draft agreements that have been exchanged between the parties
as those previously provided draft agreements were clearly noted and provided as draft agreements for discussion
purposes only. The parties never reached agreement on the terms and conditions within those previously provided
draft agreements, nor did both parties ever execute those previously provided draft agreements.
Based on the information you have provided to ldaho Power, it appears these three projects would be identical; this
draft would apply to all three projects.
This draft agreement is for discussion purposes only and is not a binding commitment for ldaho Power to purchase
energy from your project.
Only after both parties have agreed to all terms and conditions, both parties have executed an agreement and the ldaho
Public Utilities Commission has approved a proposed agreement for these projects shall a binding commitment exist.
Randy
Draft for Discussion Purposes Only
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
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 Envirorunental 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
2l 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
Appendix E
Draft for Discussion Purposes Only
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FIRM ENERGY
(Solar Project -
Project Name:
SALES AGREEMENT
Greater than 100 kW)
Grand View Solar II
Project Number:
THIS AGREEMENT, entered into on this _ day of 2011 between
(Seller), and IDAHO POWER COMPANY, an Idaho corporation (Idaho
Power), hereinafter sometimes referred to collectively as "Parties" or individually as "Party."
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric 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: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1 . 1 "Base Eners.y" - Monthly Net Energy less than 1 10% of the monthly Net Energy Amount as specified
in paragraph 6.2 of this Agreement less any Net Energy that is determined to be Surplus Energy as
specified within this Agreement.
1.2 "Business Days" - means any calendar day that is not a Saturday, a Sunday, New Years Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving, Christmas or any other NERC recognized holiday.
1.3 "Commission" - The ldaho Public Utilities Commission.
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1.6
1.7
t.4
1.5
1.8
1.9
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"Contract Year" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
"Delay Liquidated Damages" - Damages payable to Idaho Power as calculated in paragraph 5.3,5.4,
5.5, 5.6 and 5.8.
"Delay Period" - All days past the Scheduled Operation Date until the earlier of the date (a) Seller's
Facility achieves the Operation Date and (b) this Agreement is terminated.
"Delay Price" - The current month's Mid-Columbia Market Energy Cost minus the current month's
Light Load Energy Price specified in Appendix E of this Agreement. If this calculation results in a
value less than 0, the result of this calculation will be 0.
"Designated Dispatch Facility'' - Idaho Power's Systems Operations Group, or any subsequent group
designated by Idaho Power.
"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. Envkonmental 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 (CO2), methane (CH4), nitrous
oxide, hydrofluorocarbons, perfluorocarbons, 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;' 13; 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
' Auoided 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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1.10
l.l1
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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
associated with one (1) MWh of Energy. Environmental Attributes do not include (i) any energy,
capacity, reliability or other power attributes 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
66EAgilily" - That electric generation facility described in Appendix B of this Agreement.
"First Enerqy Date" - The day commencing at 00:01 hours, Mountain Time, following the day that
Seller has satisfied the requirements of Article IV and the Seller begins delivering energy to the Idaho
Power electrical system at the Point of Delivery.
I .12 "Forced Outage" - a pafiial or total reduction of a) the Facility's capacity to produce and/or deliver Net
Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at the Point of
Delivery for non-economic reasons, as a result of ldaho Power or Facility: 1) equipment failure which
was p! the result of negligence or lack of preventative maintenance, or 2) responding to a transmission
provider curtailment order, or 3) unplanned preventative maintenance to repair equipment that left
unrepaired, would result in failure of equipment prior to the planned maintenance period, or 4) planned
maintenance or construction of the Facility or electrical lines required to serve this Facility or 5) if
Idaho Power determines that curtailment, intemrption or reduction of Net Energy deliveries is necessary
because of line construction, electrical system maintenance requirements, or electrical system reliability
emergencies on its system, as allowed within the GIA. The Parties shall make commercially reasonable
efforts to perform unplanned preventative maintenance during periods of low wind availability.
1.13 "Generator Interconnection Agreement" or GIA" - The Generator Interconnection Agreement is the
interconnection agreement completed and executed by the Parties.
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1.16
l.t7
t.l8
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"Generator lnterconnection Process" - Idaho Power's generation interconnection application and
engineering review process developed to ensure a safe and reliable generation interconnection in
compliance with all applicable regulatory requirements, Prudent Electrical Practices and national safety
standards. Completion of this process results in a Generator lnterconnection Agreement.
"Heav.y Load Hours" - The daily hours beginning at 7:00 am, ending at 1 I :00 pm Mountain Time, ( I 6
hours) excluding all hours on all Sundays, New Years Day, Memorial Day, lndependence Day, Labor
Day, Thanksgiving and Christmas.
"Light Load Hours'- The daily hours beginning at 11:00 pm, ending at7:00 am Mountain Time (8
hours), plus all other hours on all Sundays, New Years Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving and Christmas.
('Losses" - The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result of the
transformation and transmission of energy between the Metering Point and the Point of Delivery. The
calculation formula for such Losses will be as specified in Appendix B ofthis Agreement.
"Market Energy Reference Price" - Eighty-five percent (85%) of the Mid-Columbia Market Energy
Cost.
l.l9 "Matgrial Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.20 "Maximum Capacity Amo '- The maximum capacity (MW) of the Facility will be as specified in
Appendix B of this Agreement.
l.2l "Metering Eguipment" - That equipment specified in the GIA required to measure, record and telemeter
bi-directional power flows between the Seller's Facility and ldaho Power's system at the Point of
Delivery.
1.22 'o!!9t9Ii4gp9i4g" - The physical point at which certain Metering Equipment is located to enable
accurate measurement of bi-directional power flows required to determine Net Energy and Surplus
Energy for this Facility that provides all necessary datato administer this Agreement.
1.23 "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 actual occurring non-firm
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1.24
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energy transactions as reported by Dow Jones. 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 lndex. The selected replacement index will be consistent
with other similar agreements and a commonly used index by the electrical industry.
"Nameplate Capacity''-The fullload 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.
1.25 "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 forthe full term of the Agreement.
1.26 "QpefAlign_Datg" - The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements of paragraph 5.2 have been completed.
1.27 "Pqi4_efDellygry" - 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.
1.28 "Prudent Electrical Practices" - Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully, safely,
dependably, efficiently and economically.
1.29 "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.
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r.30
1.31
r.32
1.33
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"scheduled Operation Date" - The date specified in Appendix B when Seller anticipates achieving the
Operation Date. It is expected that the Scheduled Operation Date provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve the
Operation Date.
"Station IJse" - Electric energy that is used to operate equipment that is auxiliary or otherwise related to
the production of electricity by the Facility.
"Surplus Energy''- Is (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 than90o/o 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.
"Total Cost of the Facility'' - The total cost of structures, equipment and appurtenances.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering into
this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has investigated
and determined that it is capable of performing hereunder and has not relied upon the advice,
experience or expertise of Idaho Power in connection with the transactions contemplated by this
Agreement.
Seller Independent Experts - All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the transactions
contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
No Warranty by Idaho Power - Any review, acceptance or failure to review Seller's design,
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2.r
2.2
3.1
3.2
Draft for Discussion Purposes Only
specifications, equipment or facilities shall not be an endorsement or a confirmation by Idaho Power and
Idaho Power makes no warranties, expressed or implied, regarding any aspect of Seller's design,
specifications, equipment or facilities, including, but not limited to, safety, durability, reliability,
strength, capacity, adequacy or economic feasibility.
Oualifuing Facility Status - Seller warrants that the Facility is a "Qualiffing Facility," as that term is
used and defined in 18 CFR 292.20I et seq. After initial qualification, Seller will take such steps as may
be required to maintain the Facility's Qualifying Facility status during the term of this Agreement and
Seller's failure to maintain Qualifuing Facility status will be a Material Breach of this Agreement.
Idaho Power reserves the right to review the Facility's Qualifuing Facility status and associated support
and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
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 necessary for Seller's
operations have been obtained from applicable federal, state or local authorities, including, but
not limited to, evidence of compliance with Subpart B, 18 CFR 292.201 et seq. as a certified
Qualiffing Facility.
4.1.2 Opinion of Counsel - Submit to Idaho Power an Opinion Letter signed by an attorney admitted
to practice and in good standing in the State of Idaho providing an opinion that Seller's licenses,
permits and approvals as set forth in paragraph 4.1.1 above are legally and validly issued, are
held in the name of the Seller and, based on a reasonable independent review, counsel is of the
opinion that Seller is in substantial compliance with said permits as of the date of the Opinion
Letter. The Opinion Letter 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 of the form will not be unreasonably withheld. The Opinion Letter
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4.1
Draft for Discussion Purposes Only
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 determine 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 lnsurance - 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 Desisration - 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.
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective on the
date first written and shall continue in full force and effect for a period of twenty (20) Contract Years
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5.1
5.2
Draft for Discussion Purposes Only
from the Operation Date.
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.
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.
Seller has requested an Operation Date from Idaho Power in a written format.
Seller has received written confirmation from Idaho Power of the Operation Date. This
confirmation will not be unreasonably withheld by Idaho Power.
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 calendar month after the Scheduled Operation Date as
follows:
Delay Liquidated Damages are equal to ((Current month's Initial Year Net Energy
Amount as specified in paragraph 6.2.1 divided by the number of days in the current
month) multiplied by the number of days in the Delay Period in the 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
Date, the Seller shall pay ldaho Power Delay Liquidated Damages in addition to those
provided in paragraph 5.3.1, calculated as follows:
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c)
d)
e)
5.3
5.4
Draft for Discussion Purposes Only
Forty five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.
If Seller fails to achieve the Operation Date within ninety (90) 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.
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.
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.
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 Generation Interconnection Process.
Received and accepted an interconnection feasibility study for this Facility.
Provided all information required to enable this project to be an Idaho Power
designated network resource.
Acknowledged responsibility for all interconnection costs including any costs
associated with acquiring adequate firm transmission capacity to enable the project
to be classified as an ldaho Power firm network resource. If final interconnection
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5.5
5.6
5.7
b)
c)
d)
5.8
Draft for Discussion Purposes Only
or transmission studies are not complete at the time the Seller executes this
Agreement, the Seller understands 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.
Within thirty (30) days of the date of a final non-appealable Commission Order as specified in Article
XXI approving this Agreement, the Seller shall post liquid security ("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 will 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 Capacitybeing measured in kW.
5.8.1.1 In the event Seller provides Idaho Power with certification that (l) a generation
interconnection agreement specifying a schedule that will 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
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
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5.9
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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 of this Agreement.
5.8.2 Idaho Power shall release any remaining security posted hereunder after all calculated Delay
Damages and/or Delay Liquidated Damages are paid in full to Idaho Power and the earlier of ,
1) thirty (30) days after the Operation Date has been achieved, or 2) sixty (60) days after the
Agreement has been terminated.
Progress Reports. Within ten (10) Business Days after the end of each calendar month following the
approval of this Agreement until the Operation Date is achieved, Seller shall submit progress reports to
Idaho Power on the development and construction of the Facility.
ARTICLE VL PURCHASE AND SALE OF NET ENERGY
Delivery and Acceptance of Net Eners.v - Except when either Party's 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.
Net Enere.v Amounts - Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 lnitial Year Monthl), Net Enersl,Amounts:
6.1
6.2
Month
March
April
May
kwh
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Season 1
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Season 2
July
August
November
December
Season 3
June
September
October
January
February
6.2.2 Ongoing Monthlv Net Enerey 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 will be provided to Idaho Power by written notice in
accordance with paragraph25.l, no later than 5:00 PM of the 5ft day following the end of the
previous month or by electronic notice provided and verified via retum electronic verification of
receipt to the electronic notices addressed specified in paragraph 25.1, no later than 5:00 PM of
the 5ft 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 will 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 the Operation Date, by written notice given to Idaho Power in accordance
with paragraph25.l, the Seller may revise all of the previously provided Initial Year
Monthly Net Energy Amounts.
6.2.3.2 Beginning with the end of the 9th month after the Operation Date and at the end of
every third month thereafter: (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 5ft day
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Draft for Discussion Purposes Only
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 Energ.v 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 rmder
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.
psrr Actual hours the Facility's Net Energy deliveries were eitherr\srr reduced or suspended under paragraph 12.2.1 or 12.3.1
TH = Actual total hours in the current month
Resultine formula beine:
ffijxil" : NEA ( ( ffi x NEA ) . (g ) )
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This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculations for only the
specific month in which Idaho Power was excused from accepting the Seller's Net Energy or the Seller
declared a Suspension ofEnergy.
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 AND METHOD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Base Energy received during Heavy Load Hours, Idaho Power will
pay the non-levelized Heavy Load Purchase Price as specified in Appendix F.
7.2 Lieht Load Purchase Price - For all Base Energy received during Light Load Hours, Idaho Power will
pay the non-levelized Light Load Purchase Price as specified in Appendix F.
7.3 Surplus Enerey Price - For all Surplus Energy, Idaho Power shall pay to the Seller the lower of the
current month's Market Energy Reference Price or the Light Load Purchase Price.
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 ldaho Power
Companlt v. Idaho Public Utilities Commission and Afton Ener$. Inc., 107 Idaho 781,693 P.2d 427
(1984), Idaho Power Compary v. Idaho Public Utilities Commission, 107 Idaho 1122,695 P.2d | 261
(1985), A_fton Energv. Inc. v. Idaho Power Comoany, I 11 ldaho 925,729 P.2d 400 (1986), Section 210
of the Public Utility Regulatory Policies Act of 1978 and l8 CFR $292.303-308
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9.1
9.2
Draft for Discussion Purposes Only
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
Under this Agreement, ownership of Green Tags and Renewable Energy Certificate (RECs), or the
equivalent environmental attributes, directly associated with the production of energy from the Seller's
Facility sold to Idaho Power will be governed by any and all applicable Federal or State laws and/or any
regulatory body or agency deemed to have authority to regulate these Environmental Attributes or to
implement Federal and/or State laws regarding the same.
ARTICLE D(: FACILITY AND INTERCONNECTION
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 terrn of the Agreement.
Interconnection Facilities - The interconnection of this Facility to the Idaho Power electrical system will
be in compliance with the GIA. The Seller is responsible for all costs associated with interconnection of
this Facility as specified in the GIA.
ARTICLE X: METERTNG AND TELEMETRY
10.1 Meterine - 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 the GIA. 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 ldaho
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Power's Designated Dispatch Facility.
ARTICLE XI - RECORDS
I I . I Maintenance of Records - Seller shall maintain at the Facility or such other location mutually acceptable
to the Parties adequate total generation, Net Energy, Station Use, and maximum generation (kW)
records in a form and content acceptable to Idaho Power.
ll.2 lnspection - Either Party, after reasonable notice to the other Party, shall have the right, during normal
business hours, to inspect and audit any or all generation, Net Energy, Station Use, and maximum
generation (kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12.1 Communications - Idaho Power and the Seller shall maintain appropriate operating communications
through Idaho Power's Designated Dispatch Facility in accordance with Appendix A of this Agreement.
12 .2 Enerq.v AcceDtance -
12.2.1 Idaho Power shall be excused from accepting and payrng for Net Energy which would have
otherwise been produced by the Facility and delivered by the Seller to the Point of Delivery, if it
is prevented from doing so by an event of Force Majeure, Forced Outage or temporary
disconnection of the Facility in accordance with the GIA. If, for reasons other than an event of
Force Majeure, a temporary disconnection as specified within the GIA exceeds twenty (20)
days, beginning with the twenty-first day of such intemrption, curtailment or reduction, Seller
will be deemed to be delivering Net Energy at a rate equivalent to the pro rata daily average of
the amounts specified forthe applicable month inparagraph6.2. This pro rata daily average
will be adjusted to reflect the lost energy production due to time of day, weather conditions and
any other factors that would have impacted the Facilities ability to generate energy during this
period of intemrption, curtailment or reduction of the Sellers ability to deliver energy to Idaho
Power. Idaho Power will notiff Seller when the intemrption, curtailment or reduction is
terminated.
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12.3
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12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility is unsafe or may
otherwise adversely affect Idaho Power's equipment, personnel or service to its customers,
Idaho Power may temporarily disconnect the Facility from Idaho Power's
transmission/distribution system as specified within the GIA or take such other reasonable steps
as Idaho Power deems appropriate.
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.
Seller Declared Suspension of EnerKv 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 ldaho 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 inparagraph6.2.4.
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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 notiff 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
XXV that will 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 will review the documentation provided by the
Seller to determine Idaho Power's acceptance of the described Forced Outage as qualifuing for
a Declared Suspension of Energy Deliveries as specified in paragraph 12.3.1. Idaho Power's
acceptance of the Seller's Forced Outage as an acceptable Forced Outage will be based upon the
clear documentation provided by the Seller that the Forced Outage is not due do an event of
Force Majeure or by neglect, disrepair or lack of adequate preventative maintenance of the
Seller's Facility.
12.4 Scheduled Maintenance - On or before January 3l st of each calendar year, Seller shall submit a written
proposed maintenance schedule of significant Facility maintenance for that calendar year and ldaho
Power and Seller shall mutually agree as to the acceptability of the proposed schedule. The Parties
determination as to the acceptability of the Seller's timetable for scheduled maintenance will take into
consideration Prudent Electrical Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Party shall unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Maintenance Coordination - The Seller and Idaho Power shall, to the extent practical, coordinate their
respective line and Facility maintenance schedules such that they occur simultaneously.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller prior to
exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's Facility. Seller
understands that in the case of emergency circumstances, real time operations of the electrical system,
and/or unplanned events Idaho Power may not be able to provide notice to the Seller prior to
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intemrption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XIIT INDEMNIFICATION AND INSURANCE
l3.l Indemnification - Each Party shall agree to hold harmless and to indemniff the other Party, its officers,
agents, affiliates, subsidiaries, parent company and employees against all loss, damage, expense and
liability to third persons for injury to or death of person or injury to property, proximately caused by the
indemnifuing 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 indemnifuing Party shall, on the other Party's request, defend any suit
asserting a claim covered by this indemnity. The indemnifuing 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 occurence, 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 lnsurance - As required in paragraph 4.1.5 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.
_20_
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13.4
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Seller to Notifr Idaho Power of Loss of Coveraee - If the insurance coverage required by paragraph
13.2 shall lapse for any reason, Seller will immediately notifr 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.
ARTICLE XTV: FORCE MAJEURE
14.1 As used in this Agreement, "Force Majeure" or "ar 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 Party is
unable to prevent or overcome. Force Majeure includes, but is not limited to, acts of God, fire, flood,
storms, wars, hostilities, civil strife, strikes and other labor disturbances, earthquakes, fires, lightning,
epidemics, sabotage, or changes in law or regulation occurring after the Effective Date, which, by the
exercise ofreasonable foresight such party could not reasonably have been expected to avoid and by the
exercise of due diligence, it shall be unable to overcome. If either Party is rendered wholly or in part
unable to perform its obligations under this 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:
The non-performing Party shall, as soon as is reasonably possible after the occurrence
of the Force Majeure, give the other Party written notice describing the particulars of
the occurrence.
The suspension ofperformance shall be ofno greater scope and ofno longer duration
than is required by the event of Force Majeure.
No obligations of either Party which arose before the occurrence causing the suspension
of performance and which could and should have been fully performed before such
occurrence shall be excused as a result ofsuch occurrence.
-21-
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(1)
(2)
(3)
Draft for Discussion Purposes Only
ARTICLE XV: LIABILITY: DEDICATION
15.1 Limitation of Liability. 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 Party to this Agreement. Neither
party shall be liable to the other for any indirect, special, consequential, nor punitive damages, except as
expressly authorized by this Agreement. Consequential damages will include, but not be limited to, the
value of any environmental attributes.
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 thereof to the Party or the public or affect
the status of Idaho Power as an independent public utility corporation or Seller as an independent
individual or entity.
ARTICLE XVI: 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 XVII: WAIVER
17 .l Any waiver at ary 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 XVIII: 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
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Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
l9.l 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.
19.2 Notice of Default
19.2.1 Defaults. If either Party fails to perform any of the terms or conditions of this Agreement
19.2.2
(an "event of default"), the non defaulting Party shall cause notice in writing to be given to
the defaultingParty, specifring the manner in which such default occurred. If the defaulting
Party 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 within 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.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be cured
as expeditiously as possible following occurrence of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 lnsurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller fails to
comply, such failure will be a Material Breach and may only be cured by Seller supplying
evidence that the required insurance coverage has been replaced or reinstated;
Ensineer's Certifications - Every three (3) years after the Operation Date, Seller will supply
Idaho Power with a Certification of Ongoing Operations and Maintenance (O&M) from a
Registered Professional Engineer licensed in the State of Idaho, which Certification of
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t9.3.2
20.1
2t.t
19.3.3
Draft for Discussion Purposes Only
Ongoing O & M shall be in the form specified in Appendix C. Seller's failure to supply the
required certificate will be an event of default. Such a default may only be cured by Seller
providing the required certificate; and
Licenses and Permits - During the full term of this Agreement, Seller shall maintain
compliance with all permits and licenses described in paragraph 4.1.1 of this Agreement. In
addition, Seller will supply Idaho Power with copies of any new or additional permits or
licenses. At least every fifth 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 only be cured by Seller
submitting to Idaho Power evidence of compliance from the permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over either
Party of this Agreement.
ARTICLE XXL COMMISSION ORDER
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
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, my party which Idaho
Power may consolidate, or into which it may merge, or to which it may convey or transfer substantially
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22.1
23.r
24.1
Draft for Discussion Purposes Only
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 XXIII: MODIFICATION
No modification to this Agreement shall be valid unless it is in writing and signed by both Parties and
subsequently approved by the Commission.
ARTICLE XXTV: TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which, if failed to be
paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES
All written notices under this Agreement shall be directed as follows and shall be considered
delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-class,
postage prepaid, as follows:
To Seller:
Orisinal document to:
Telephone:
Cell:
FAX:
E-mail:
Copy of document to:
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25.1
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Telephone:
Email:
To Idaho Power:
Original document to:
Senior Vice President, Power Supply
Idaho Power Company
POBoxT0
Boise, Idaho 83707
Email : [e-mail]
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
POBoxT0
Boise, Idaho 83707
E-mail: [e-mail]
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 Equal Employment. During performance pursuant to this Agreement, Seller agrees to comply with all
applicable equal employment opportunity, small business, and affirmative action laws and regulations.
All Equal Employment Opportunity and affrmative action laws and regulations are hereby incorporated
by this reference, including provisions of 38 U.S.C. $ 4212, Executive Order 11246, as amended, and
any subsequent executive orders or other laws or regulations relating to equal opportunity for
employment on govemment contracts. To the extent this Agreement is covered by Executive Order
ll246,the Equal Opportunity Clauses contained in 41 C.F.R.60-1.4,41 C.F.R. 60-250.5, and 4l CFR
60-741.5 are incorporated herein by reference.
26.2 This Agreement includes the following appendices, which are attached hereto and included by
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refere,nce:
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Forms of Liquid Security
Energy Pricing
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 tem or provision were omitted.
28.1 This Agreement may be executed in two or more counto,parts, each of which shalt be deemed an
original but all of which together shall constitrfie one and the srme instrument.
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter hereof and
supersedes all prior or con mporaneous oral or written agreements between the Parties concerning the
subject matter hereof.
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By
Ih!ft for Dksurrlon furporer Ody
INWIR{EBS $IIIBBEOP, Thp Pqfiicsh€rcto har.ec*ucoalthisAsrccm€ottobe exocuted iu
&eir reepw{ive namca on the dntm eet fwth bclow:
Idaho Power Company
Li$sAGfotry
3a Vie Prsidaut Pomer Supply
-28.
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APPENDX A
A -1 MONT}ILY 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
POBoxT0
Boise,Idaho 83707
the Idaho P.oryer Meter Equipment measuringThe meter readings required on this report will be the rea{i gs on
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 *drtorqry
-other
lcquired energy measurements to
adequately administer this Agreement. This d*r*"ot shall be fu do"r-"nt 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 inforrration that will be
gathered as described in item A-2 below:
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Project Name
Address
City
Draft for Discussion Purposes Only
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCIIING REPORT
Project Number:
Phone Number:
Facility
Output
Station
Usase
Station
Usase
Metered
Maximum Generation
kw
Net Generation
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 Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facility
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
*Reason
Breaker Closing Record
Date Time Meter
*
1
2
3
4
5
6
7
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.
Breaker Opening Record
Signature
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Date
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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) of the 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 of time, the Parties may mutually agree to modiff 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:
o Project Identification - Project Name and Project Number
o Current Meter Readingo Estimated Generation for the current day
o Estimated Generation for the next day
Planned and Unplanned Project outages
Call 1-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Numbero Approximate time outage occurred
o Estimated day and time of project coming back online
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Scllcf s Comact Infomatim
2,t-Hour Pnoject Ogcmatimal Contact
$[EUs:
Tclephorc Numhm:
eefl Fhone:
TeliryhonoNumber:
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APPENDX B
FACILITY AND POINT OF DELryERY
Project Name: Grand View Solar II
Project Number:
B-l DESCRIPTION OF FACILITY
Var Capability (Both leading and lagging: Leading is
LOCATION OF FACILITY
Near:
Sections: _ir!-r-_ Township;_ Range: _ County:
GPS Coordinates:
Description of Interconnection Location:
Nearest Idaho Power Substation:
SCTIEDULED FIRST ENERGY AND OPERATION DATE
Lagging is
B-3
Seller has selected
Seller has selected
as the Scheduled First Energy Date.
as the Scheduled Operation Date.
In making these selections, Seller recosnizes 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-5
Draft for Discussion Purposes Only
B-4 MAXIMUM CAPACITY AMOLINT
This value will be which is consistent with the value provided by the Seller to Idaho Power in
accordance with Schedule 72. This value is the maximum energy (MW) that potentially could be
delivered by the Seller's Facility to the Idaho Power electrical system at any moment in time.
POINT OF DELTVERY
"Point of Delivery" mears, unless otherwise agreed by both Parties, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The GIA will determine the specific
Point of Delivery for this Facility. The Point of Delivery identified by the GIA will become an integral
part of this Agreement.
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 will 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 will be
established to measure the energy losses (kwh) between the Seller's Facility and the Idaho Power Point
of Delivery. This loss calculation will be initially set at 2o/o of the kWh energy production recorded on
the Facility generation metering equipment. At such time as Seller provides ldaho 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, Idaho Power will
configure a revised Losses calculation formula to be agreed to by both parties 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.
-34-
Draft for Discussion Purposes Only
B-6
B-7
Draft for Discussion Purposes Only
METERING AND TELEMETRY
The GIA 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 the GIA
and the total metering cost will be included in the calculation of the Monthly Operation and
Maintenance Charges specified in the GIA.
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 ldaho
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
-35-
Draft for Discussion Purposes Only
Drrft for Ilkcumion Pnrporm Ory
cort to ettrln thc D[RI) du$mfion for the Seller'r tr.dlity rnd t[o Sclhr rhdl borr the eortl of
rny of therc delayr ttrrt rro e recult of rny ection orinaction bythe Seller.
-36-
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Draft for Discussion Purposes Only
APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself /herself
and-,hereinaftercol1ectivelyreferredtoas''Engineer,''herebystatesandcertifiestotheSe1leras
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 is hereinafter
referred to as the "Project."
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-,BoiseMeridian,-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 desigu, 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.
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
-37-
Draft for Discussion Purposes Only
Dreft for Ilircusrion hrposoo OnIy
built to appr,oprfate sbndards, adherancc to said O&M Poliey will result in the Pmjoctte producing at or nar the
design elootrical outBut, efficiency and plant frctor for a _ par period
9. That Enginw recognizes that Idaho Power, in aoeordaneE with paragraph 5.2 of the Agreement, is
relyrng sn En8inffiis rcpresentations aod o,piniouo contained in thi.s Statemont,
10. That Enginm certifies that tho abovc statomexts are complete, tnre and acour&te to the best of hislher
knowledge aud tlerefole sds his/her hand and s€&l below.
-38-
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Draft for Discussion Purposes Only
APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
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 of the Agreement and this
Statement is identified as ldaho Power Company (IPCo) Facility No.and hereinaft er 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.
-39-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
8. That Engineer has made a physical inspection of said Project, its operations and maintenance records
since the last previous certified inspection. It is Engineer's professional opinion, based on the Project's
appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy; that it is in
reasonably good operating condition; and that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
years of the Agreement.
9. That Engineer recosrizes that Idaho Power, in accordance with paragaph 5.2 of the Agreement, is
relyrng on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statemqsf €re complete, tnre and accurate to the best of his/her
knowledge and therefore sets his/her hand and seal below.
(P.E. Stamp)
Date
-40_
Draft for Discussion Purposes Only
By
Draft for Discussion Purposes Only
APPENDX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned , on behalf of himselflherself 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
referred to as the "Project".
and is hereinafter
4. That the Project, which is commonly known as the Project, is located in
SectionTownshipRange-)BoiseMeridian,-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.
-41-
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
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 fumished Interconnection
Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all applicable
codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent operation and
maintenance practices by Seller, the Project is capable of performing in accordance with the terms of the
Agreement and with Prudent Electrical Practices for a _ year period.
I l. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, in
interconnecting the Project with its system, is relying on Engineer's representations and opinions contained in
this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best of his/trer
knowledge and therefore sets his/trer hand and seal below.
(P.E. Stamp)
Date
42-
Draft for Discussion Purposes Only
By
Draft for Discussion Purposes Only
APPENDX 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 defined below or other forms of liquid
financial security that would provide readily available cash to Idaho Power to satisfu 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.
l. 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
-43-
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Draft for Discuesion Purpooer Only
willbc iss,ued by a finaoeial institufim aeueptablo to both parties. The Sell€r shsn b respoasihle for
all costs assooieted with establiehing $'!d mqintaining the Gusrant@(s) or Letter(s) of Credit.
44-
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Draft for Discussion Purposes Only
APPENDX F
MONTHLY ENERGY PRICES
Mills per Kwh
Heavy Load Purchase Price Liqht Load Purchase Price
$25.80 $23.19
$30.70 $27.50
$27.41 $21.66
$25.11 $21.78
$22.79 $20.20
$22.93 $21.13
$30.74 $27.61
s36.43 $32.2s
$34.89 $30.37
$36.96 $30.40
$37.91 $33.23
$33.14 $28.71
Month/Year
Jan-12
Feb-12
Mar-12
Apr-12
May-12
Jun-12
Jul12
Aug-12
Sep-12
Ocl-12
Nov-12
Dec-12
Jan-1 3
Feb-13
Mar-13
Apr-13
May-13
Jun-1 3
Jul-13
Aug-13
Sep-1 3
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
$28.97 $24.61
$33.7s $28.30
$29.20 $23.36
$30.36 $29.27
$26.07 $23.20
$23.72 $20.69
$32.99 $30.50
$40.10 $34.49
$38.27 $32.75
$38.03 $31.67
$40.05 $34.03
$3s.41 $29.46
$30.99 $21.90
$35.97 $30.60
_45_
Draft for Discussion Purposes Only
Draft for Discussion Purposes Only
$30.84 $25.81
$29.1 6 $21.87
$24.69 $21.3s
$24.99 $21.97
$35.84 $31.33
$42.33 $36.79
$40.92 $35.42
$42.13 $39.72
$43.20 $38.17
$37.94 $31.00
$33.88 $27.26
$38.86 $32.s3
$34.42 $28.86
$31 .19 $24.U
$25.27 $21.41
Mar-14
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14
Oct-14
Nov-14
Dec-14
Jan-1 5
Feb-1 5
Mar-15
Apr-15
May-15
Jun-1 5
Jul-15
Aug-15
Sep-1 5
Oct-15
Nov-15
Dec-15
Jan-1 6
Feb-16
Mar-16
Apr-16
May-16
Jun-1 6
Jul-16
Aug-16
$27.89 $25.10
$38.40 $35.24
$4s.19 $38.52
$42.98 $37.30
$42.37 $34.26
$43.28 $34.84
$40.45 $34.26
$36.13 $29.12
$40.63 $3s.46
$36.06 $30.00
$35.83 $33.71
s29.12 $27.O4
$30.77 $28.00
$68.89 $64.87
$69.66
_46_
Draft for Discussion Purposes Only
$75.71
Draft for Discussion Purposes Only
$73.22 $68.64
$71.26
$73.35 $6s.75
$70.37 $64.20
$66.31 $61.38
$69.31 $63.18
$64.94
$60.99 $s3.08
$s4.04
$60.34 $57.36
$70.63 $66.48
s76.92 $70.51
$74.21 $70.23
$76.55
$78.31 $71.39
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
Feb-1 7
Mar-17
Apr-17
May-17
Jun-1 7
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-1 8
Mar-18
Apr-18
May-18
Jun-1 8
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-1 9
Feb-1 9
$73.42 $68.31
$69.15 $61.27
$71.92 $65.64
$67.3s $63.95
$63.71 $s6.s8
$58.49 $s6,26
$60.90 $59.22
$73.07 $66.57
$81.04 $74.11
$77.43 $72.06
$76.s9 $69.89
$75.06 $66.65
$74.76 $71.07
$71.40 $64.36
$67.41
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Draft for Discussion Purposes Only
$73.70
Draft for Discussion Purposes Only
$68.53 $64.37
$68.99 s6s.72
$61.82 $58.s3
$62.s7 $58.46
$74.97 $70.35
$83.16 $76.29
$80.32 $74.10
$78.88 $68.14
$77.15 $68.86
$78.s9 $74.57
$74.s6 $68.71
$76.01 $71.03
$71.12 $66.1 0
$66.78 $s7.99
$60.93 $56.79
Mar-19
Apr-19
May-19
Jun-1 9
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Ju|.21
Aug-21
$65.61 $60.07
$78.07 $71.87
$86.24 $79.88
$83.34 $7s.79
s85.15 $81.66
$84.03 $76.86
$83.26 $77.96
$79.77 $71.39
$82.43 $74.41
$74.46 s69.09
$68.17 $61.51
$63.58 s60.63
$68.09 $63.20
$81.57 $75.94
$91.49 $8s.07
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Draft for Discussion Purposes Only
$87.12 $79.77
$8s.10 $78.02
$8s.44 $77.41
$88.90 $83.37
$83.60 $7s.82
$85.06 $76.s6
$77.11 $70.26
$76.35 $70.63
$67.90 $66.47
$70.69 $64.68
$84.48 $82.29
$94.54 $88.07
$91 .12 $81.74
$88.11 $80.16
$89.86 $81.99
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul22
Aug-22
Sep-22
Oct-22
Nov-22
Dec-22
Jan-23
Feb-23
Mar-23
Apr-23
May-23
Jun-23
Jul-23
Aug-23
Sep-23
Oct-23
Nov-23
Dec-23
Jan-24
Feb-24
$93.33 $86.78
$85.2s $78.01
$86.38 $78.67
$79.58 $70.59
$72.38 $65.36
$67.93 $62.41
$73.20 $69.59
$87.64 $82.98
$97.57 $91.00
$91.97 $82.43
$96.02 $91.34
$9s.75 $90.74
$96.72 $87.04
$89.06 $79.95
$82.14
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Draft for Discussion Purposes Only
$91.06
Draft for Discussion Purposes Only
$82.11 $73.66
$76.01 $68.34
$69.4s $65.s3
$73.23 s71.54
$90.65 $85.30
$101 .88 $95.62
$97.10 $88.38
$95.54 $87.00
$93.e4 $84.83
$99.3s $90.89
$91.16 $81.30
$91.63 $8s.1 4
$83.60 $77.71
$82.64 $76.s2
$7s.76 $70.65
Mar-24
Apr-24
May-24
Jun-24
Jul24
Aug-24
Sep-24
Oct-24
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Dec-25
Jan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
Jul-26
Au9-26
$77.5s $71.43
$e4.99 $89.48
$105.27 $97.92
$100.03 $89.91
$97.95 $88.60
$96.09 $86.70
s104.18 $94.40
$94.31 $87.37
$95.56 $87.67
$88.32 $81.64
$81.34 $76.02
$75.72 $72.70
$81.s0 $74.43
$97.73 $93.17
$103.54
Draft for Discussion Purposes Only
$108.93
Draft for Discussion Purposes Only
$104.6s $92.32
$105.27 $97.10
$106.s7 $94.s1
$106.28 $96.26
s96.0s $89.50
$97.13 $90.9s
$90.36 $83.26
$82.86 $78.50
$78.59 $74.O7
s84.46 $77.70
$101.19 $96.62
$1 13.s2 $106.64
$108.81 $98.09
$105.53 $97.31
$108.53 $97.50
Sep-26
Oct-26
Nov-26
Dec-26
Jan-27
Feb-27
Mar-27
Apr-27
May-27
Jun-27
Jul27
Aug-27
Sep-27
Ocl-27
Nov-27
Dec-27
Jan-28
Feb-28
Mar-28
Apr-28
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
Nov-28
Dec-28
Jan-29
Feb-29
$111.53 $103.48
$103.02 $98.2e
$100.s4 $95.03
s92.ss $86.97
$90.47 $86.32
$8s.36 $78.91
$87.80 $78.90
$104.83 $99.63
$117.17 $108.29
$111.16 $97.64
$108.25 $98.68
$1 13.74 $105.54
$114.6s $108.65
$106.96 $101.25
$10s.96 $99.00
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Draft for Discussion Purposes Only
$97.19 $91.08
$89.16 $83.e4
$84.54 $80.05
$87.52 $83.0e
$107.33 $100.70
$121.30 $113.99
$1 15.62 $104.79
$1 17.30 $111.85
$117.77 $112.05
$1 17.60 $1 15.08
$104.47 $98.19
$102.79 $94.9e
$94.31 $89.4s
$88.67 $84.60
s8s.74 $81.40
Mar-29
Apr-29
May-29
Jun-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Jan-31
Feb-31
Mar-31
Apr-31
May-31
Jun-31
Jul-31
Aug-31
$87.40 $81.31
$103.41 $99.02
$116.13 $108.11
$111.86 $102.14
$109.55 $101.68
$114.65 $105.63
$117.27 $1 10.45
$107.01 $100.s4
$105.28 $97.24
$96.54 $91.s4
$90.73 $86.s4
$87.71 $83.25
$89.42 $83.16
$10s.92 $101 .40
$110.75
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$119.01
Draft for Discussion Purposes Only
$1 14.62 $104.61
$112.24 $104.13
$117.49 $108.20
$120.19 $1 13.17
$109.56 $102.90
$107.78 $99.50
$98.78
$92.80 $88.48
$89.69
$91.45 $85.00
$108.44 $103.78
$121 .93 $113.42
$1 17.40 $107.09
$1 14.95 $106.60
$120.36 $110.79
Sep-31
Oct-31
Nov-31
Dec-31
Jan-32
Feb-32
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
$123.14 $1 15.91
$112.31 $10s.45
$1 10.48 $101 .95
$101 .21 $95.90
$95.04 $90.60
$91.84 s87.11
$93.66 $87.01
$111.16 $106.36
$125.05 $1 16.29
$120.39 $109.76
$117.86 $109.26
$123.43 $113.s8
$126.30 $1 18.85
$1 15.08 $108.02
$1 13.20 $104.41
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$103.65 $98.18
$97.30 $92.72
$94.00 $89.12
$95.87 $89.02
$113.89 $108.96
s128.20 $1 19.18
$123.40 $112.46
$120.80 $111.94
$126.s4 $1 16.39
$129.49 $121.82
$117.94 $1 10.66
$1 15.99 $106.94
$106.16 $100.s3
$99.62 $94.90
$96.22 $91.20
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
Sep-34
Oct-34
Nov-34
Dec-34
Jan-35
Feb-35
Mar-35
Apr-35
May-35
Jun-35
Jul-35
Aug-35
Sep-35
Oct-35
Nov-35
Dec-35
Jan-36
Feb-36
Mar-36
Apr-36
May-36
Jun-36
Jul-36
Au9-36
$98.15 $91 .10
$116.71 $111.63
$131 .4s $122.16
$126.s0 $115.24
$123.82 $114.70
$129.74 $1 19.29
$132.78 $124.87
$120.82 $1 13.32
$118.82 $109.49
$108.69 $102.89
$101.9s $97.09
$98.45 $93.28
$100.43 $93.17
$1 19.5s $114.32
$134.74 $125.16
-54-
Draft for Discussion Purposes Only
Drift for Illscrrrrfun Purpocec Onty
$129.04 $1r8.03
$126.88 $117.49
Setr36
Oct-36
Nov-3E
Dec-36
$132.97 $122.21
$196.11 $127,96
Draft for lllscurslon mrpo*ec Only
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E -11-15
IDAHO POWER GOMPANY
ATTAGHMENT 5
APRIL 11,2013, E.MAIL AND
DRAFT AGREEMENT
7'!rltrllfiNrpgryygp
An IDACORP Company
April ll,20l3
Randy C. AIIphin
Energy Contracts Coordinator, Ldr
Tel: [phone]
[e-mail]
VIA ELECTRONIC MAIL & U.S. MAIL
Peter J. Richardson
RICI{ARDSON & O'LEARY, PLLC
515 North 27ft Street
P.O. Box 7218
Boise,Idaho 83707
Re:Grand View Solar PV IL III and IV draft ldaho Power PURPA enerry sales agreements
Mr. Richardson:
As you ane aware, beginning in 2010 the ldaho Public Utilities Commission ("IPUC") has been
working through two notable cases with regard to the implementation of PURPA in the state of ldaho,
those cases being GNR-E-10-04 and GNR-E-I l-03.
On December l8th, 2012, the IPUC issued order 32697 incase GNR-E-I l-03. This order
provided guidance on various PURPA contracting and pricing issues. Listed below are a few of the
notable items from this IPUC order that impacted draft PURPA energy sales agreements for Grand View
Solar's proposed projects. For complete details, please review IPUC case GNR-E-I l-03 and IPUC Order
32697.
Avoided Cost - PURPA energy sales agreements for solar projects larger than 100 kW are to
utilize approved incremental cost IRP methodology.
Renewable Energy Credits (RECs) - PURPA energy sales agreements utilizing the approved
incremental cost IRP methodology are required to allocate the Renewable Energy Credits (RECs)
equally between the project and the utility. The REC decision has been identified for
reconsideration within IPUC Order 32737; as of the date of this lefter no orders have been issued
that would revise the decision issued in IPUC Order 32697.
P O Box 70 Boise, Idaho 83707
Page I of2
W ldaho Sr Boise, Idaho 83702
Delay Security - Within 30 days of an IPUC order approving the PURPA energy sales
agrtement, the project will be required to post financial security of $45 per kW nameplate rating.
Termination Damages - if the QF fails to achieve its Operation Date and the agreement is
terminated, the QF project will be responsible to pay actual delay and termination damages.
Attached you will find draft PURPA energy sales agreements for the Grand View Solar PV Il III,
and [V projects in accordance with these latest IPUC cases and the associated orders. Idaho Power used
the hourly energy shape that was previously provided to calculate the applicable avoided costs for these
projects using the approved incremental cost IRP model. Those rates are included within these draft
contracts.
If you wish to move forward with these agreements, please provide Idaho Power with the specific
information for each project that is required to complete these agreements. Upon receipt of that
information, we will insert the project's specific details into these draft agreements and prepare final
executable agreements for your signature. If at any time prior to the project executing these agreements
the IPUC or any other body with legal authority to govern the terms contained within these agreements
issues any rules, orders, or guidance that requires changes to these draft agreements, these draft
agreements will no longer be valid and revised draft agreements conforming to such changes will be
created.
Please contact me with any questions you may have.
Sincerely,
/r e eq*<'
Randy C. Allphin
Cc: John Anderson (IPCo)
Donovan Walker (lPCo)
Julia Hilton (IPCo)
Page2 of2
POBox70Boise,Idaho83707 l22lW ldahoSt. Boise,ldaho83702
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Draft Agreement for Discussion Purposes Only
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
GRANID VIEW PV SOLAR TWO, LLC
TABLE OF CONTENTS
TMLE
Definitions
No Reliance on Idaho Power
Warranties
Conditions to Acceptance of Energy
Term and Operation Date
Purchase and Sale ofNet Energy
Purchase Price and Method of Palm.ent
Environmental Athibutes
Facility and Interconnection
Metering andTelemetry
Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
Appendix A
Appendix B
Appendix C
AppendixD
AppendixE
Draft Agreement for Discussion Purposes Only
Records
Operations
Indemnification
Force Majeure
Draft Agreement for Discussion Purposes Only
AppendixF
ENERGY SALES AGREEMENT
(Solar Project greaterthan 100 kW)
Project Name: GrandView PV SolarTwo
Project Number:
THIS ENERGY SALES AGREEMENT ('AGREEMENT'),into on this daY of
20I between GRAND VIEW PV SOLAR TW IDAHO POWER
COMPANY, an Idatro corporation (Idaho Power), hereinafter
"Parties" or individually as "Party."
WHEREAS, Seller will design, construct,generation
facility; and
WHEREAS, Seller wishes to to purchase, electric energy
covenants and agreements hereinafter set forth, the
ARTICLE I: DEFINITIONS
and the appendices attached hereto, the following tenns
1 .1 "BaseE4.eret'' - Monthly Net Energy less any Surplus Energy as calculated in paragraph I .36.
1.2 "eomtqjgsieq" - The Idaho Public Utilities Commission.
1.3 "eortractJgAr" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending 364 days thereafter.
1.4 "DelA@-@" - 120days immediately following the Scheduled OperationDate.
- 1-
Draft Agreement for Discussion Purposes Only
As used in
1.5
Draft Agreement for Discussion Purposes Only
"Delay Damases" - ((Current month's Initial Year Net Energy Amount as specified in paragraph
6.2.1 divided by the number of days in the current month) multiplied by the number of days in the
Delay Period in the current month) multiplied by the current month's Delay Price.
*Delay Period" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
"Del4y Price" - The current month's Mid-Columbia Market
month's Base Energy Light Load Purchase Price speci
this calculation results in a value less than $0.00, the
1.8 "Designated Disoatch Frcility'' - Idaho Power's Systems Group, or
group designated by Idaho Power.
1.9 "Effective Date" - The date stated in the Agreement
representing the date upon which this executed by both
Parties.
'oEnvironmental Attributes'-its, emissions reductions, offsets,
and allow le to the generation from the Facility, and its
include but are not limited to: (1) any
air, Sbil or water such as sulfur oxides (SOx), nitrogen
) and otherpollutants; (2) arry avoided emissions of carbon
dioxide nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur
hexafluoride gases (GHGs) that have been detennined by the United
Nations 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;' 13;
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
' Aroided 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.
-2-
Draft Agreement for Discussion Purposes Only
1.6
t.7 minus the current
this Agreement. If
l.l I
t.t2
Draft Agreement for Discussion Purposes Only
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 limitationthose 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 intenrational or foreign einissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. Environmental do not include (i)
any energy, capacrty, reliability or other power attributes ii) production tax
credits associated with the construction or operation of
in the form of credits, reductions, or allowances associated Facility
a state or federal income taxation obligation, (iii) the cash grant the investment tax
credit pursuant to Section 1603 ofthe and Rein Act of 2009, or (19
emission reduction credits encumbered or ance with local, state, or
federal operating and/or air quality
'6Eae!!iry" - That electric B of this Agreement.
il at 00:01 hours, Mountain Time, following the day
IV and the Seller is capable of beginning
at the Point of Delivery.
reduction of a) the Facility's capacity to produce and/or
deliver of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of -economic reasons, as a result of Idaho Power or Facility: 1)
equipment was 4! the result of negligence or lack of preventative maintenance, or
2) responding to a ffansmission provider curtaitnent order, or 3) unplanned preventative
maintenance to repair equip,ment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility.
-3-
Draft Agreement for Discussion Purposes Only
that
of energyto Idaho
Draft Agreement for Discussion Purposes Only
l.14 'oGElera11ignUnit''- a complete electrical generation system within the Facility that is able to
generate and deliver energy to the Point of Delivery independent of other Generation Units within
the same Facility.
l.l5 " '- The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not limited to all requirements as specified by
1.16 "EgEIry_Loa<1,E[s" - The daily hours beginning at
Time, (16 hours) excluding all hours on all Sundays,
pm Mountain
Independence Day, Labor Day, Thanlsgiving and
t.1,7 "Interconnection Facilities" - A11 equipment specified in the GIA-\
1.18 "Lighll,oa<lflgtgs" - The daily hours beginninglpm, ending am Mountain Time
(8 hours), plus all other hours on all
Day, LaborDay, Thanksgiving and
Day, Independence
l.t9 "Losses" - The loss of hours (kWh) occurring as a result
of the between the point where the Facility's energy is
to the Idaho Power electrical system at the
la will be as specified in Appendix B of this
1.20 - Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
t.21
1.22
A Default (paragraph 19"2.1) subject to paragraph 19.2.2.
"@'-The maximumcapacrty (MW) of the Facilitywillbe as
specified in Appendix B of this Agreement.
1.23 "Meterins Eguipm€nt' - All equipment specified in the GIA and this Agreement required to
measure, record and telemeter bi-directional power flows between the Selle/s electric generation
-4-
Draft Agreement for Discussion Purposes Only
of Delivery. The loss
Draft Agreement for Discussion Purposes Only
plant and Idaho Power's system at the Point of Delivery to enable administration of this
Agreement.
1.24 " '- The monthly volume weighted average of the daily on-
peak and off-peak Dow Jones Mid-Columbia Index @ow Jones Mid-C Index) prices for actual
occurring non-firm energy transactions as reported by Dow Jones. If the Dow Jones Mid-
Columbia Index price is discontinued by the reporting agency, both mutually agree
upon a replacement index, which is similar to the Dow
replacernent index will be consistent with other similal
by the electrical industry.
1.25 "N@@latglepreity"-The full-loadelectrical quantities
and its prime mover or other piece of electrical
breakers, under standardized conditions,
or other appropriate units. Usually i
Index. The selected
index
designer to a generator
and circuit
kilowatts, volts
to the individual machine
t.26
or device.
"NgLEEggry"by the Facility, less Station Use and Losses,
Facility to Idaho Power at the Point of
Seller commits to deliver all Net Energy to
for the fullterm of the Agreement.
1.27 at 00:01 hours, Mountain Time, following the day that
5.2 have been completed.
1.28 - 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.
1.29 "Prudent Electrical Praoti '- fbq!9-p1ae!!9es, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
-5-
Draft Agreement for Discussion Purposes Only
. Subject to the
at the Point of
Draft Agreement for Discussion Purposes Only
1.30 "Renewable Energy Cefti " 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.
1.31
r.32
"Securitv Deposit" - $45 per kW Nameplate Capacity of the entire F
"Scheduled Operation Date" - The date specified in
achieving the Operation Date. It is expected that the
Seller shall be a reasonable estimate of the date that the Se
anticipates
pates that
by the
Facility
shall achieve the Operation Date.
1.33 "Schedule 72" -Idaho Power's Tariff No
approved by the Commission.
I.34 '6season" - The three periods identi
1.35 "EIAlion_IJSe" - Electric energy that is auxiliary or otherwise
Facility.
the Seller's Facility and delivered to the Idaho
month exceeds 110% of the monthly Net Energy
specified in paragraph 6.2, or (2) if the Net Energy
prod and delivered to the Idaho Power electrical system during the
month is less the monthly Net Energy Amount for the corresponding month
specified in 6.2,then all Net Energy delivered by the Facility to the Idaho Power
electrical system for that given month, or (3) all Net Energy produced by the Seller's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.37 "Termination Damages" - Financial damages the non defaulting party has incurred as a result of
tennination of this Agreement.
-6-
Draft Agreement for Discussion Purposes Only
related to the
electrical system
the correspondi
Seller's F
2.1
Draft Agreement for Discussion Purposes Only
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller Independent Investigation - Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts - All professionals or to, engineers,
attorneys or accountants, that Seller may have the
transactions contemplated by this Agreement have been
3.1 No Warrantv bv Idaho Power - Any review Seller's design,
specifications, equipment or br a confinnation by Idaho
Power and Idaho Power makes regarding any aspect of
or facilities, including, but not limited to, safety,
or economic feasibility.
that the Facility is a "Qualiffing Facility," as that term
I et seq. After initial qualification, Seller will take such
steps as the Facility's Qualiffing Facility status during the term of
this s failure to maintain Qualifying Facility status will be a Material
Idaho Power reserves the right to review the Facility's Qualiffing
3.2
Breach of this
Facility status and associated support and compliance documents at anytime during the term of
this Agreement.
Solar Project Oualifications - Seller warrants that the Facility is a "Solar Project," as that term is
used and defined in Commission Order 32697. After initial qualification, Seller will take such
steps as may be required to maintain the Facility's Solar Project status during the fulI term of this
-7-
Draft Agreement for Discussion Purposes Only
3.3
Draft Agreement for Discussion Purposes Only
Agreement and Seller's failure to maintain Solar Project status will be a Material Breach of this
Agreement. Idaho Power reseryes the right to review the Facility's Solar Project status and
associated support and compliance documents at anytime during the term of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.r Prior to the First Energy Date and as a condition of Idaho of deliveries of
energy from the Seller under this Agreement, Seller shal
4.1.1 Submit proof to Idaho Power that all licenses,
operations have been obtained from applicable local authorities,
including, but not limited to, evidence of
seq. as a certified Qualifung
be classified as a Solar 32697.
4.L.2 Opinion of Counsel -Idaho Letter signed by an attorney
admitted standing in the State of Idaho providing an opinion that
set forth in paragraph 4.1.1 above are legally
in the ofthe Seller and, based on a reasonable
is of the opinion that Seller is in substantial compliance with
of the Opinion ktter. The Opinion Letter will be in a forrn
Power and will acknowledge that the attorney rendering the opinion
Idaho Power is relying on said opinion. Idaho Power's acceptauce of the
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 Commissien approval of this Agreement in a form acceptable to Idaho Power has been
received.
-8-
Draft Agreement for Discussion Purposes Only
8 CFR 292.201e.
withthe eligibilityto
Draft Agreement for Discussion Purposes Only
4.1.4 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
determine the Facility Nameplate Capacity rating. Upon receip 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 ion ratlngs for the specific
Generation Units.
4.t.5 Comoletion certificate - Submit a certificate
attesting that all mechanical and electrical eq
Seller
of the
4.1.6
4.1.7
Facility has been completed to enable the beginning testing and
delivery of Test Energy in a safe
Insurance - Submit written proof to required in Article XIIL
Interconnection - Provide Power' s delivery business
unit that Seller has sati
Jhe Seller's Facility has been designated as an
delivering energy up to the amount of the
begin the final process ofdesignating this resource as a
30 days prior to the First Energy Date. Therefore Idaho
begin this process 30 days prior to the Scheduled First Energy Date
in Appendix B of this Agreement. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Sellermust notiff Idaho Power
of this revised date no later than 30 days prior to Scheduled First Energy Date
and in addition must provide ldaho Power notification of the revised First Energy
Date 30 days prior to that date. Under no circumstances will the project be able
-9-
Draft Agreement for Discussion Purposes OnIy
4.1.8
Draft Agreement for Discussion Purposes Only
to deliver any energy to Idaho Power until such time as Idaho Power has
designated this project as a Network Resource.
Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirrnation shall be
provided within a commercially reasonable time following the Seller's request and will
not be unreasonably withheld by ldaho Power.
5.1 Term - Subject to the provisions of paragraph 5.2 belowl
on the date frst written and shall continue in full force a period of (not to
exceed 20 years) Contract Years from the
5.2 Ooeration Date - A single Operation Date Facility and may occur
only after the Facility has achieved fol
a) At least 75%o of Units this Facility have achieved the First
to IiDPower's satisfaction that mechanical and electrical
and the Facility is able to provide energy in a consistent,
- Submit an executed Engineer's Certification of Design &
Adequacy and an Engineer's Certification of Operations and
(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.
Seller has requested an Operation Date from Idaho Power in a written format.
Seller has received written confirmation from Idaho Power of the Operation Date.
- l0-
Draft Agreement for Discussion Purposes Only
4.t.9
d)
e)
testing has been
reliable and safe
5.4
Draft Agreement for Discussion Purposes Only
This confirmation will not be unreasonably withheld by Idaho Power.
5.3 Ooeration 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, desigo and construction process that are not Force Majeure events accepted by both
Parties, shall not prevent Delay Damages or Termination Damages from being due and owing as
calculated in accordance with this Agreement.
Termination - If Seller fails to achieve the Operation Operation Date
or within the Delay Cure Period, such failure will be may
terminate this Agreement at any time until the Seller cures Breach.
5.5 Delay Damages billine and payment - Idaho Power submit to the Seller any
Delay Damages due Idaho Power within 15 or within 30 days of
the date this Agreement is terminated by
and submit to the Seller
any Termination Damages after this Agreement has been
terminated.
5.7 Seller Damages or Termination Damages within 7
billings to the Seller. Seller's failure to pay these
will be a Material Breach of this Agreement and Idaho Power
shall Deposit provided by the Seller in an amount equal to the
calculated
ithin thirty (30) days of the date of a final non-appealable Commission
Order as specified in Article XXI approving this Agreement , the Seller shall post liquid security
in a form as described in Appendix D equal to or exceeding the amount specified within this
Agreement as the Security Deposit. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this
Agreement.
- 11-
Draft Agreement for Discussion Purposes Only
5.6
5.8
bf when Idaho Power
ithin the specified
Draft Agreement for Discussion Purposes Only
5.8.1 Idaho Power shall release any remaining Security Deposit provided by Seller promptly
after either the Facility has achieved its Operation Date or this Agreement has been
terminated and only after all Delay Damages and Termination Damages have been paid
in fullto Idaho Power.
6.1 Net Enerey Purchase and Delivery - Except when Party!
provided herein, Idaho Power will purchase and Seller
Powerat the Point of Delivery.
6.2 Net Enerey Amounts - Seller intends to produce
amounts:
6.2.1 Initi
all of the
following monthly
July
August
November
December
June
September
October
January
February XXX
Seller's Adjustment of Initial Year Monthly Net Enersy Amounts
6.2.2.1 No later than the Operation Date, by written notice given to Idaho Power in
accordance with paragraph 25.1, the Seller may revise all of the previously
- t2-
Draft Agreement for Discussion Purposes Only
xxx
xxx
xxx
xxx
xxx
)o(x
xxx
xxx
xxx
xxx
rc(x
Draft Agreement for Discussion Purposes OnIy
provided Initial Year Monthly Nel Energy Amounts.
6.2.2.2 Beginning with the end of the 9th month after the Operation Date and at the end
of every third month thereafter: (1) the Seller may not revise the immediate next
three (3) months of previously provided Net Energy Amounts, (2) but by written
notice given to Idaho Power the Seller may revise all other previously provided
Net Energy Amounts, (3) monthly Net not exceed the
Nameplate Capacity of the Facility.will be provided to
Idaho Power by written notice in than
5:00 PM of the 5* duy following the end
notice provided and verified via return
electronic notices address soeci 25.
of receip to the
than 5:00 PM of
6.2.3
the 5ft day following the .?Failure to provide timely
written notice of be deemed to be an election
ofno change previously y Net Energy Amounts.
- If Idaho Power is excused from
ified in paragraph 12.2.1 or if the Seller declares
Deliveffes as specified in paragraph 12.3.1 and the Seller's
Deliveries is accepted by Idaho Power, the Net Energy
paragraph 6.2 for the specific month in which the reduction or
paragraph 12.2.1 or 12.3.1 occurs will be reduced in accordance with
NEA : Current Month's Net Energy Amount @aragraph 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 ofcurtaiLnent as specified by
Idaho Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
- l3-
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes Only
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
causirg 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 = A"lol hours the Facility's Net
reduced or suspended under pa
TH : Actualtotalhours inthe
fonnula bei
AdiustedNeirnergy NEA
Amount
SGU
IGU((
-# ))
This Adjusted Net Energy Amount
only the specific month in
Energy or the Seller declared
Energy
from accepting
calculations for
the Seller's Net
6.3 Unless Seller's failure to deliver Net Energy in any
to at legf,ten percent (10%) of the sum of the Initial Year Net
6.2 shall constitute an event of default.
- For all Base Energy received during Heavy Load
Hours,Idaho will pay the non-levelized energy price as specified in Appendix E.
Base Energ.v Light Load Purchase Price - For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price as specified in Appendix E.
Surplus Energy Price - For all Surplus Energy, Idaho Power shall pay to the Seller the current
month's Market Energy Reference Price or the Base Energy Light Ioad Purchase Price specified
in Appendix E, whichever is lower.
Draft Agreement fr";lr4;rssion Purposes only
7.1
7.2
Power
ofEnergy.
7.3
7.4
7.5
Draft Agreement for Discussion Purposes Only
Payment Due Date - Undisputed Energy payments, less any payments due to Idaho Power will be
disbursed to the Seller within thirty (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.
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 in accordance with
107 Idaho
781, 693 P.2d 427 (1984),ion. 107
Idaho 1122,695 P.2d 1261 (1985),925,
729 P.2d 400 (1986), Section 210 of the Public Utility Act of 1978 and 18
cFR $292.303-308
8.1 Pursuant to Commission Order 50% of all of the Environmental
Attributes le of 50% Environmental Attributes shall pass to Idaho
associated Surplus Energy or Net Energy to
any additional Environmental Attributes or
s by legislation, regulation, or any other action, including
but not and carbon offsets,Idaho Power shall have ownership of 50% of
these Attributes or environmental values that are associated with the
Surplus Energy 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 hydroelectric generation
Facility.
The Parties shall cooperate to ensure that all Environmental Attribute certifications, rights and
reporting requirements are completed by the responsible Parties.
Draft Agreemen, fr.;f;rssion Purposes only
8.2
Draft Agreement for Discussion Purposes Only
8.2.1 At least sixty (60) days prior to the First Energy Date, the Parties shall mutually
coop€rate to enable Idaho Powerns Environmental Attributes from this Facility to be
placed into Idaho Poweros Western Reirewable Energy Generation Information System
(*WREGIS") account or any other Environment Attribute accounti.g and tracking
system selected by the Idaho Power. The Seller at the Seller's sole expense will be
responsible to establish and maintain the Seller's Environmental
Attribute account and/or system that enables the Attribute
certificates associated with this Facility and
Attributes to Idaho Power for the Term of
Attribute accounting and tracking system initially Power is materially
altered or discontinued during the shall cooperate to
identifu an appropriate alternati accounting and tracking
process and enable the Envj through this alternative
method.
16050) of the Energy Policy Act of 1992 or
of the Environmental Attributes that such party
reporting the Environmental Attributes owned by the other
8.3 If Idaho Environmental Attribute certifications beyond what is
provided by the lS process the Seller shall use its best efforts to obtain any Environmental
Attribute certifications required by Idaho Power for those Environmental Attributes delivered to
Idaho Power from the Seller. If the Seller incurs cost, as a result of Idaho Power's request, and if
the additional certification provides benefits to both parties, the parties shall share the costs in
proportion to the additional benefits obtained. If Idaho Power elects to obtain its own
certifications, then Seller shall fully cooperate with Idaho Power in obtaining such certification.
- 16-
Draft Agreement for Discussion Purposes Only
owns and shall
9.1
Draft Agreement for Discussion Purposes OnIy
ARTICLE D(: FACILITY AND INTERCONNECTION
Desi8n 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 in
accordance with the GIA.
l0.t Metering - In accordance with the GIA and this
Seller, provide, install, and maintain Metering Equipment
upon location to record and measure power flows to Idah<i Equipment will
's Net Enerry,be at the location and the tlpe required to and report
Station Use, and maximum energy deli of in a mannerto
provide Idaho Power adequate
integrate this Facility's energy
ster this Agreement and to
electrical system.
10.2 Telemetrv-this Agreement, Idaho Power will install, operate
and mai andtelemetry equipment whichwill be capable
telemetry of Sellet's Net Energy
Power Point of Delivery to Idaho Power's Designated
ARTICLE XI - RECORDS
- Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, and maximum
generation ftW) records in a form and content acceptable to Idaho Power.
ll.2 Insoection - Either Pafiy, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all generation, Net Energy, Station Use, and
- L7-
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into the
1l.l
Draft Agreement for Discussion Purposes Only
maximum generation (kW) records pertaining to the Seller's Facility.
ARTICLE Xtr: OPERATIONS
l2.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the
GIA.
L2 .2 Acceotance of Enerey-
1,2.2.I Idaho Power shall be excused from accepting which would
have otherwise been produced by the Facility
Delivery:
Point of
a.) If energy deliveries are Force Majeure or
Forced Outage.
If by Section 210 of the
Public of 1978 and l8 CFR $292.304
If intemrption of energy deliveries is in
72 or other provisions as specified within the
determines that curtailment, intemrption or reduction of
deliveries is necessary because of line construction, electrical
maintenance requirements, emergencies, electrical system
operating conditions, electrical system reliability emergencies on its
system, or as othenrise required by Prudent Electrical Practices.
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 service to its customers, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distribution system as specified
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b.)
Draft Agreement for Discussion Purposes Only
within the GIA or Schedule 72 or t*e such other reasonable steps as Idaho Power deems
appropriate.
12.2.3 Under no circumstances will the Seller deliver energy from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacrty 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
accepting the Facility's energy, Idaho Power's
of the estimated energy that Idaho Power was
12.3.1 If the Seller's Facility
Majeure, Seller may,
is not excused from
value
icable
caused by an event of Force
in paragraph 12.3.2 below,
energy prices specified in Appendix E. Idaho Prjwer no responsibility to pay
for any other costs, lost revenue or may rncur.
t2.3
of Net Energy to Idaho Power from the Facility or
the Facility impacted by the Forced Outage for
to correct the Forced Outage condition ("Declared
iveries"). The Seller's Declared Suspension of Energy
at the start of the next full hour following the Seller's telephone
in paragraph 12.3.2 and will continue for the time as specified
(not less 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 notiff the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy Deliveries will be at the
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earliest the next full hour after making telephone contact with Idaho Power. The Seller
will, within 24 hours after the telephone contactn provide Idaho Power a written notice in
accordance with Article XXV that will 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 will
review the documentation provided by the Seller to Power's acceptance
of the described Forced Outage as qualifuing of Energy
Deliveries as specified in paragraph 12.3.1.
Forced Outage as an acceptable Forced
Seller's
clear
documentation provided by the Seller that the Forced not due do an event of
Force Majeure or by neglect, disrepair adequate
t2.4
the Seller's Facility.
Scheduled Maintenance - On or year, Seller shall submit a
written proposed maintenance maintenance for that calendar year
and Idaho agree as to the acceptability ofthe proposed schedule.
The the ility of the Seller's timetable for scheduled
Prudent Electrical Practices, Idaho Power system
schedule. Neither Party shall unreasonably withhold
schedule.
t2.s - The Seller and Idaho Power shall, to the extent practical, coordinate
their respective lifand Facility maintenance schedules such that they occur simultaneously.
12.6 Contact Prior to Curtaitnent - Idaho Power will make a reasonable attempt to contact the Seller
prior to exercising its rights to intemrpt interconnection or curtail deliveries from the Seller's
Facility. Seller understands that in the case of emergency circumstances, real time operations of
the electrical system, and/or unplanned events, Idaho Power may not be able to provide notice to
the Seller prior to intemrption, curtaiknent, or reduction of electrical energy deliveries to
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13.1
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Idaho Power.
ARTICLE XItr: INDEMNIFICATION AND INSURANCE
Indemnification - Each Party shall agree to hold harmless and to indemniff the other Party, its
officers, agents, affrliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third penions for injury to or death of person or injury to property,
proximately caused by the indemnifring Party's, (a)
maintenance of or by failure of, any of such Party's connection with
this Agreement, or O) negligent or intentional acts,
shall, on the other Party's request, defend any suit
Party
covered by this indemnity.
The indemnifting Party shall pay all including attorney fees that
may be incurred by the other Party in
13.2 Insurance - During the term of and continuously carry
insurance as specified in
or "an event of Force Majeure" means any cause
of Idaho Power which, despite the exercise of due diligence,
such overcome. Force Majeure includes, but is not limited to, acts of
hostilities, civil strife, strikes and other labor disturbances,God, fire,
earthquakes,
the effective
epidemics, sabotage, or changes in law or regulation occurring after
which, by the exercise ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligence, it shall be unable to overcome.
Any human caused fluctuations and/or changes of the motive force and/or the fuel supply is not
an event of Force Majeure. If either Party is rendered wholly or in part 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:
The
t4.l
the control ofthe
Draft Agreement for Discussion Purposes Only
(1)
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The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing
the particulars ofthe occurrence.
The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
No obligations of either Party which arose the causing the
suspension of performance and have been fully
(2)
(3)
performed before such occurrence
occurrence.
of such
15.1 Limitation of Liabilitv. Nothing in this 'create any duty to, any
standard of care with reference to, or a Party to this Agreement.
Neither party shall be liable to for any consequential, nor punitive
by this Agree,ment.
ts.2 other under any provision of this Agreement
system or any portion thereof to the Party or the
Power as an independent public utility corporation or Seller as
16.1 Except where 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.
Draft Agreemen, fo.;?rlossion Purposes only
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ARTICLE XVft WAIVER
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 XVIII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be construed and interpreted in ofthe State of
Idaho without reference to its choice of law provisions.
Venue for any litigation arising out of or related to this will lie in Court of18.2
19.2
the Fourth Judicial District of Idaho in and for the County-of
19.1 Disputes - All disputes related to or including,but not limilsd 1s,
submitted to thethe interpretation of the terms 6onditions will be
Commission for resolution.
perform any of the terms or conditions of this
of default"), the nondefaulting Party shall cause notice in
to the defaulting Party, speci$ing the manner in which such
If the defaulting Party shall fail to cure such default within the sixty
(60)after service of such notice, or if the defaulting Party reasonably
reasonable time but not within such sixty (60) day period and then fails to diligently
pursue such cure, then the nondefaulting Party may, at its option, terminate this
Agreement and/or pursue its legal or equitable remedies.
Material Breaches - The notice and cure provisions in paragraph 19.2.1 do not apply
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Defaults. If
Agreement (an
19.2.2
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to defaults identified in this Agreement as Material Breaches. Material Breaches must
be cured as expeditiously as possible following occlurence of the breach or if a
specific cure and/or inability to cure is identified by this Agreement for the specific
Material Breachthen that cure shall apply.
19.3 Prior to the Operation Date and thereafter for the full term of this Agreement, Seller will provide
Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the If Seller fails
to comply, such failure will be a Material
t9.3.2 Ensineer's Certifications - Every three (3)ler will
supply Idaho Power with a Certification of and Maintenance
(O&M) from a Registered licensed of Idaho, which
Certification of Ongoing O &in Appendix C. Seller's
failure to supply the of default. Such a default
may only be cured providing
19.3.3 the full term of this Agreement, Seller shall maintain
described in paragraph 4.1.1 of this
will supply Idaho Power with copies of any new or
At least every fifth Contract Year, Seller will update the
in Paragraph 4.1.1. If at any time Seller fails to maintain
the permits and licenses described in paragraph 4.1.1 or to provide
required by this paragraph, such failure will 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 AUTHORZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
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the
Agreement. In
additional permits
20.r
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either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
This Agrement shall become finally effrctive upon the Qemmissiel's approval of all terms and
provisions hereof without change or condition and declaration that all paprents to be made to
Seller hereunder shall be allowed as prudently incurred expenses for ratemaking purposes.
22.1 This Agreement and all of the terms and provisions binding to the
benefit ofthe respective successors and assigns ofthe except assignment
hereof by either Party shall become effective without the written Parties being
first obtained. Such consent shall not be the foregoing,
any party which Idaho Power may merge, or to which it may
convey or transfer substantially all shall automatically, without further
act, and without need of bythe i succeed to all of Idaho Power's rights,
is article shall not prevent a frnancing entity
all rights and remedies available to it under law
the right to be notified by the financing entity that it is
'T\RTICLE XXItr: MODIFICATION
23.1 this Agreement shall be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
2t.l
ARTICLE XXTV: TAXES
Each Party shall pay before delinquency all taxes and other governmental 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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ldaho Power
24.1
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ARTICLE XXV: NOTICES
25.1 All written notices underthis Agreement shall be directed as follows and shall be considered
delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-class, postage
prepai{ as follows:
To Seller:
ice President, Power Supply
Idaho Power Company
PO Box 70
Boise,Idaho 83707
Email:
Copy of document to:
Cogeneration and Small Power Production
Idaho Power Company
PO Box 70
Boise,Idaho 83707
E-mail:
Either Party may change the contact person and/or address information listed above, by providing written
notice from an authorized person representing the Party.
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ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Emplolment. During perfonnance pursuant to this Agreement, Seller agrees to comply
with all applicable equal errployment opportunity, small business, and affinnative action laws
and regulations. All Equal Employment Opportunity and affrmative actiou laws and regulations
are hereby incorporated by this reference, including provisions of 38 U.S.C. g 4212, Executive
Order 11246, as amended, and any subsequent executive regulations
relating to equal opportunity for employment on extent this
Agreement is covered by Executive Order 11246,the in 4l
C.F.R. 60-1.4,41 C.F.R. 60-250.5, and 41 CFR 60-741.5
26.2 Prior to the Seller executing this Agreement, the Seller shall havej
a) Filed for
and transmission capacity
for all interconnection costs and any costs
firm fansmission capacity to enable the
as an Idaho Power firrn network resource. If final
or transmission studies are not complete at the time the Seller
Agreement, the Seller understands that the Seller's obligations
Delay and Termination 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
costs, processes or schedules.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
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allility and idf compliance with
process.payments and requ
b) Received and
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reference:
ARTICLE XXVtr: SEVERABILITY
27.1 The invalidity or unenforceability of any term or
validity or enforceability of any other terms or
in all other respects as if the invalid or unenforceable terrr
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer' s Certifi cations
Forms of Liquid Security
Solar Project Purchase Prices
Insurance Requirements
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
28.1 shall be deemed an
f the Parties concerning the subject matter
oral or written agreements between the
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This Agreement may be executed in two or
originat but all of which together
supersedes all
By
Draft Agreement for Discussion Purposes Only
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
Idaho Power Company
Lisa AGrow
Sr. Vice President, Power Supply
*Idaho Power"
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Dated
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APPENDX A
A _1 MONTHLY POWER PRODUCTION AND SWTTCHING REPORT
At the end of each month the following required documentation will be submitted to:
Idaho Power Company
Attn: Cogeneration and Small Power
PO Box 70
Boise, Idaho 83707
The meter readings required on this report will be the readings on
measuring the Facility's total energy production and Station U Idaho Power and the
maximum generated energy ftW) as recorded on the bther required
energy measurements to adequately administer this 'shall be the document to
enable Idaho Powerto begin the energy The meter readings
will be a check of the
as described in item A-2 below:
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on this report may not be used to
Project Name
Address
City
Draft Agreement for Discussion Purposes Only
Idaho Power Company
Cogeneration and Small Power Production
MONTM,Y POWER PRODUCTION AI\[D SWITCHING REPORT
Month Year
State
Facility
Outout
Meter Number:
End of Month klVh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
klVh for the Month:
Metered
Lack of Adequate Frime
Forced Outage of Facility
Disturbance of IPCo
Scheduled Maintenance
Testing of Protection Systems
Ceuse Unknown
Other (Explain)
*
1
2
3
4
f,
6
7
Net Generation
Breaker Closing Record
Date Time Meter
I hereby certify that the above meter lsldings are
true and correct as sf ffidnight on the last day of the
above month and that the switchlng record is accurate
and complete as required by the Energy Sales
Agreement to which I am a Party.
Project Number:
Mrximum Generation
Signature
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Draft Agreement for Discussion Purposes OnIy
Date
Draft Agreement for Discussion Purposes Only
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) of
the last day of the month.
The meter information collected will include but not be limited to Use, the
administermaximum generated power (kW) and any other required energy
this Agreement.
A.3 SELLER CONTACT INFORMATION
Seller' s Contact Information
Project Management
Name:
Telephone Number:
Cell Phone:
Name:
T
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Draft Agreement for Discussion Purposes Only
APPENDX B
FACILITY AND POINT OF DELMERY
Project Name:
Project Number:
B-1 DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and YAR
Generation Units to be included in the Facility.)
Nameplate:
Var Capability (Both leading and lagging)
B-2 LOCATION OF FACILITY
Near:
Actual
Y AND OPERATION DATEB-3
Seller has
Seller has
as the Scheduled First Energy Date.
as the Scheduled Operation Date.
In making these selections, Seller recosnizes 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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84 MAXIMUM CAPACMY AMOUNT:
This value will be MW which is consistent with the value provided by the Seller to
Idaho Power in accordance with the GIA. This value is the maximum energy (MW) that
potentially could be delivered by the Seller's Facility to the Idaho Power elechical system at any
moment in time.
B-5 POINT OF DELTVERY
'?oint of Delivery" means, unless otherwise agreed by bfh Parties,
Selleros Facility energy is delivered to the Idaho Power
the specific Point of Delivery for this Facility. The Point
become an integral part of this Agreement.
8-6 LOSSES
exact energy deliveries by the
no Losses will be calculated
ing Equipment is unable to measure the exact energy
system at the Point of Delivery, a Losses
energy losses (kwh) between the Seller's Facility
ivery. This loss calculation will be initially set at 2o/o of the
kwh on the Facility generation metering equipment. At such time as
Seller with the electrical equipment specifications (transformer loss
specifications,sizes, etc.) of all of the electrical equipment between the Facility and the
Idaho Power electrical system, Idaho Power will configure a revised loss calculation formula to
be agreed to by both parties 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
- 34-
Draft Agreement for Discussion Purposes Only
If the Idaho Power Metering
Seller to the Idaho Power
B-7
Draft Agreement for Discussion Purposes Only
equipment between the Facility and the Idaho Power electrical system, Idaho Power may adjust
the calculation and retroactively adjust the previous month's kWh loss calculations.
METERING AND TELEMETRY
The GIA and this Agreement 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 Poi any other energy
measurements required to administer this Agreement.I include but not
be limited to equipment specifications, equipment localffiffio Power
Seller provided equipment, and all costs associated with Urtffignt, design lation of
the Idaho Power provided equipment. Seller will arange for and l&:4 at Seller's cost
B-8
communication circuit(s) compatible with ions equipment and
dedicated to Idaho Power's use,capable of providing ldaho
Power with continuous i acility's energy production. Idaho
by Idaho Power, with total cost ofPower provided equipment
purchase, i including administrative cost to be reimbursed
to costs will be in accordance with the GIA and the
in the calculation of the Monthly Operation and Maintenance
72.
NETWORK IGNATION
ldaho Power 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 inforrnation from the Seller. Prior to Idaho Power
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Power by the
ins cost will be i
ified in the GIA
Draft Agreement for Discussion Purposes Only
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 26.2 of this Agreement.
Seller's failure to provide complete and accurate information in a timely manner can
significantly impact Idaho Power's ability and cost to attain the NRD designation for the
Seller's Facility 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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APPENDX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
, hereinafter collectively referred to as "Engineer
That Engineer is a Licensed Professional Engineer in
That Engineer has reviewed the Energy Sales
Idaho Power as Buyer, and
3. That the cogeneration or small
The undersigned
as follows:
and this Statement is identified as
1.
2.
the State of Idaho.
the subject ofthe
f/herself and
to the Seller
I between
Agreement
and isNo.
hereinafter referred to as the "Project.
4. That the _Project, is located in
Section Boise Meridiil, _ County, Idaho.
5.Agreement provides for the Project to furnish electrical energy
to Idaho
experience in the design, construction and operation of electric
power plants of the same lS 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, said Project has been
designed and built to appropriate standards, adherence to said O&M Policy will result in the Project's
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That
meer recognzes
Draft Agreement for Discussion Purposes OnIy
producing at or near the design electrical output, efficiency and plant factor for the fuIl Contact Terrr of
9. That Engineer recognizes that Idaho Power, in accordance with paxagraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions contained inthis 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.
(P.E. Stamp)
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APPENDX C
ENGINEER' S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The undersigued
hereinafter collectively re
certifies to the Seller as follows:
l. That Engineer is a Licensed Professional Engineer in good in the State
2. That Engineer has reviewed the Energy Sales Agreement,a3
Idaho Power as Buyer, and
3. That the cogeneration or small power
and this Statement is identified as Idaho
referred to as the "Projecf'.
4. That the
Section
5.
" between
subject of the Agreement
and hereinafter
Project, is located in
Meridian, County,Idaho.
provides for the Project to furnish electrical energy
to
6. That experience in the design, construction and operation of electric
power plants of the
7. That Engineer economic relationship to the Design Engineer of this Project.
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recognizes thii
_ year
Draft Agreement for Discussion Purposes Only
8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies , based on the Project's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it
is in the Engineer's professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efliciency and for the remaining
_years of the Agreement.
9. That Engineerrecognizes that Idaho Power, in
is rclying on Engineer's representations and opinions contained in
10. That Engineer certifies that the above statements are to the best of
his/her knowledge and therefore sets his/her hand and
@.E. Stamp)
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APPENDD( C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned f/herself
hereinafter collectively states
certifies to ldaho Power as follows:
That Engineer is a Licensed Professional in the State of Idaho.
That Engineer has reviewed the
between Idaho Power as Buyer, and
That the cogeneration which is the subject of the
and this Idaho Power Company Facility No
as the Project, is located in
_, Boise Meridirr, _ County, Idaho.
that the Agreement provides for the Project to furnish electrical
energy to Idaho Powl
6. That
year period.
has substantial experience in the design, construction and operation of
electric powerplants of the same tlpe 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 independenfly.
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and
and
1.
2.
Agreement
and is herei
Project, which is
Draft Agreement for Discussion Purposes Only
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
fumished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
applicable codes and consistent with Prudent Electrical Practices as that term is described in the
Agreement.
10.That the design and construction of the Project and prudent
operation and maintenance practices by Seller, the Project is with the
terms of the Agreement and with Prudent Electrical Practices for a year
11.That Engineer recognizes that Idaho Power, in ith 5.2 of the
Agreement, in interconnecting the Project with its s representations and
opinions contained in this Statement.
12.That Engineer certifies that tnre and accurate to the
best of his/her knowledge and
By
(P.E. Stamp)
Date
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APPENDX D
FORMS Or LIQLITD SEC(ruTY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide
to satisff the Security Deposit requirement and any
Agreement.
For the purpose of this Appendix D, the term "Credit
financial creditworthiness of the entity to the term of
the obligation in the reasonable judgment that any guarantee and/or
Letter of Credit issued by any other with a investment grade credit
rating by Standard & Poor's Services, Inc. shall be deemed to
have
in the amount of the required Security Deposit with Idaho
be responsible to calculate of pay any interest on these funds
2. Cash - Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the Security Deposit. The
Seller shall be responsible for all costs, and receive any interest eamed associated with
establishing and maintaining the escrow account(s).
- 44-
Draft Agreement for Discussion Purposes Only
- Seller shall
Idaho Power wil
Draft Agreement for Discussion Purposes OnIy
3. Guarantee or Letter of Credit Security - Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or O) an irrevocable Irtter of Credit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Irtter of Credit will be issued
by a financial institution acceptable to both parties. The Seller shall be responsible for all
costs associated with establishing and maintaining the
- 45-
Draft Agreement for Discussion Purposes Only
s) of Credit.
Draft Agreement for Discussion Purposes Only
APPENDD( E
MONTHLY PTJRCHASE PRICES
Month-Year
Jan-13
Feb-13
Mar-13
Apr-13
May-13
Jun-13
Jul-13
Aug-13
Sep-13
Oct-13
Nov-13
Dec-13
Jan-14
Feb-14
Mar-14
Apr-l4
May-14
Jun-14
Jul-14
MillsperkWh
Base Energy Heavy Load
Purchase Price
$29.42
$28.98
$22.30
$25.14
$20.12
$23.92
$33.96
$37.86
$31.09
$30.96
$31.84
$31.29
$30.43
$29.16
$40.82
$40.02
$38.36
$38.42
$36.12
$40.18
$52.53
$55.46
$49.7s
$47.75
$47.80
$48.04
$42.13
$39.30
$39.81
$38.50
$35.95
$40.26
$53.14
- 46-
Base Energy Light Load
Purchase Price
$29.26
$29.55
.86
$35.78
1.69
77
$47.67
$47.49
$47.42
$43.45
$42.59
$38.83
$35.41
$35.78
$38.57
$49.34
.61
.70
.73
Jul-
Aug-1
Oct-15
Nov-15
Dec-15
Jan-16
FeF16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
2
52
Nov-14
Dec-14
Jan-1 5
Feb-15
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes Only
Month-Year
Aug-16
Sep-'l6
Oct-16
Nov-16
Dec-16
Jan-17
Feb-l7
Mar-17
Apr-17
May-17
Jun-1 7
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-18
Mar-18
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Base Energy Heavy Load
Purchase Price
$57.07
$52.27
$48.89
$49.09
$48.99
$42.99
$41.01
$39.31
$38.24
$37.54
$42.87
$55.07
$59.22
$54.07
$s1.49
$s2.00
$51.74
$42.80
$42.s8
$36.s1
$38.
$37.
$44
Base Energy Light Load
Purchase Price
$54.92
$48.36
$47.73
$48.30
$49.70
$44.64
$36.51
$36.51
$53.52
$50.30
1.47
1
74
$36
$42.
$40.35
$54.00
$58.31
$s+.zz
$47.89
$50.95
$s2.79
$42.38
$44.32
$35.79
$35.79
$3s.76
$40.88
$55.71
$60.89
$55.90
$s1.19
$51.17
$53.60
$45.33
$40.64
$37.02
$37.02
$36.97
$42.07
$58.11
$63.28
38
50
70
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
$38.15
$3e.0e
$36.70
$41.65
$59.21
$63.8e
$59.09
$54.s9
$s6.16
$s6.08
$47.9s
$43.34
$37.02
$37.89
$38.80
$42.94
$61.06
$66.0s
- 47-
Draft Agreement for Discussion Purposes Only
Jan-19
Feb-19
Mar-19
Apr-19
Draft Agreement for Discussion Purposes Only
Month-Year
Sep-20
Oct-20
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Apr-22
May-22
Jun-22
Jul22
Aug-22
Sep-22
ocl.-22
Base Energy Heavy Load
Purchase Price
$60.76
$58.42
$59.32
$60.76
$49.37
$44.85
$3S.ZZ
$38.79
$39.01
$45.76
$63.98
$69.92
$62.19
$58.13
$62.69
$62.53
$51.95
$49.49
Base Energy Light Load
Purchase Price
$55.24
$56.26
$53.78
$60.42
$49.94
$41.1s
$37.77
$37.77
.79
$s1.77
$47.63
$43.79
$40.02
$40.02
$40.46
$49.19
$68.,t4
$75.59
$64.14
Jan-24
Feb-24
Mar-24
Apr-24
May-24
Jun-24
Jul.24
Aug-24
Sep-24
$40.s9
$38.s1
$39.
$48.
$39.27
$40.86
$51.17
$71.11
$77.62
$66.68
$63.77
$69.79
$72.41
$s3.20
$48.11
$41.18
$40.02
$41.82
$49.97
$73.24
$81.54
$71.30
29
55
75
- 48-
Draft Agreement for Discussion Purposes Only
:40
.46
$53.
$45J7
Draft Agreement for Discussion Purposes Only
Month-Year
Oct-24
Nov-24
Dec-24
Jan-25
Feb-25
Mar-25
Apr-25
May-25
Jun-25
Jul-25
Aug-25
Sep-25
Oct-25
Nov-25
Dec-25
Jan-26
Feb-26
Mar-26
Apr-26
May-26
Jun-26
Jul-26
Au9-26
Sep-26
Oct-26
Nov-26
Base Energy Heavy Load
Purchase Price
$s9.4s
$72.82
$77.13
$46.93
$40.85
$40.85
$40.85
$42.12
$51.40
$76.20
$83.83
$74.61
$63.84
$73.84
$78.18
$49.85
$4s.82
$41.68
$41.68
$43.92
$s3.1
$79.
$42
$45.13
$56.26
$83.35
$92.80
$82.26
$72.27
$82.62
$86.63
$s7.65
$49.99
$43.38
$43.38
$45.71
$57.27
$85.46
$94.58
$83.24
$69.23
Base Energy Light Load
Purchase Price
$53.38
$60.86
$68.56
$44.71
$40.85
$40.85
$40.85
$40.85
$66.02
$71.10
99
16
58
t8
1
$+
$+
.45
.46
.31
!31
$80.59
$68.16
$58.9s
$67.14
$74.s7
$53.85
$42.53
$42.53
$42.53
$44.18
$51.93
$80.40
$83.43
$71.73
$s6.16
$73.05
$80.34
$55.34
$43.38
$43.38
$43.38
$43.38
$48.80
$81.03
$85.32
$77.14
$62.38
Feb-28
Mar-28
Apr-28
May-28
Jun-28
Jul-28
Aug-28
Sep-28
Oct-28
_ 49-
Draft Agreement for Discussion Purposes Only
Mar-27
Apr-27
May-27
Jun-27
Draft Agreement for Discussion Purposes Only
Month-Year
Nov-28
Dec-28
Jan-29
Feb-29
Mar-29
Apr-29
May-29
Jun-29
Jul-29
Aug-29
Sep-29
Oct-29
Nov-29
Dec-29
Jan-30
Feb-30
Mar-30
Apr-30
May-30
Jun-30
Jul-30
Aug-30
Sep-30
Oct-30
Nov-30
Dec-30
Base Energy Heavy Load
Purchase Price
$85.55
$87.84
$60.32
$50.22
$44.65
$44.31
$46.40
$59.23
$86.53
$97.76
$87.01
$74.96
$86.e8
$88.s8
$65.77
$s4.70
$45.32
$45.25
$47.83
$61.76
$e2.
$102.
Base Energy Light Load
Purchase Price
$76.23
$79.73
$52.07
$44.31
$44.31
$44.31
$44.31
$s4.27
$83.67
$62.13
.25
.45
$83.71
$64.36
$82.03
$89.39
$63.60
$46.21
$46.21
$46.21
$49.65
$60.90
$91.09
$97.92
$85.83
$65.90
$84.10
$91.68
$65.07
$47.16
$47.16
$47.16
$s0.71
$62.29
$93.39
$100.42
$87.97
$67.44
$86.18
.37
$59
Mar-32
Apr-32
May-32
Jun-32
Jul-32
Aug-32
Sep-32
Oct-32
Nov-32
$63.22
$95.14
$105.12
$93.23
$77.98
$92.33
$96.69
$68.93
$57.19
$47.24
$47.16
$49.90
$64.68
$97.56
$107.84
$95.59
$79.88
$94.66
- 50-
02
26
Apr-31
May-31
Jun-3'l
Jul-31
Draft Agreement for Discussion Purposes Only
Draft Agreement for Discussion Purposes OnIy
Month-Year
Dec-32
Jan-33
Feb-33
Mar-33
Apr-33
May-33
Jun-33
Jul-33
Aug-33
Sep-33
Oct-33
Nov-33
Dec-33
Jan-34
Feb-34
Mar-34
Apr-34
May-34
Jun-34
Jul-34
Aug-34
Sep-34
Oct-34
Nov-34
Dec-34
Base Energy Heavy Load
Purchase Price
$s9.16
$70.64
$58.54
$48.29
$48.21
$51.03
$66.25
$100.12
$110.71
$98.10
$81.91
$e7.13
$101.77
$72.36
$59.90
$49.34
$49.26
$52.17
Base Energy Light Load
Purchase Price
$93.99
$66.66
$48.21
$48.21
$48.21
$51.86
$63.80
$95.82
$67.84
$102.72
$11
$100.
- 5l-
Draft Agreement for Discussion Purposes Only
76
.65
Draft Agreement for Discussion Purposes Only
APPENDD( F
INSI.]RANCE REQT'IREMENT S
The Seller shall secure and continuously carry insurance as specified within this Appendix for thc
term of the Agreement.
Insurance Requirements :
l. All insurance required by this Agreement shall be
A.M. Best Company rating of A- or better.
company with an
2. If the insurance coverage required in this Appendix
for any reason, the Seller will immediately notiff
advise Idaho Power of the specific reason for
steps being taken to comply with these Insurance
notice and to comply with these Insurance Requirements
material change or lapse will constitute a hl Breach
this Agreement.
3. Prior to the First Energy date and
the Operation Date, the Seller
Power Company and list Idaho
Waiver of Subrogation
4. The
lapses
ice will
and the
to provide this
the cancellation,
may terminate
ofthe annual anniversary of
in the name of Idaho
itional Insured Endorsement and
evidence the appropriate insurance coverage of
for both bodily rnjury and property damage with
combined single limit. The deductible for such
with Insurance Industry Utility practices 1ff similar
- 52-
Draft Agreement for Discussion Purposes Only