20111229Complaint.pdf

McDevitt & Miller LLP
Lawyers
RECEI i7 t"''\ì..."! '
[phone]
[phone] (Fax)
420 W. Bannock Street
P.O. Box 2564.83701 201 i DEC 29 AM 10: 56
Boise, Idaho 83702
Chas. F. McDevitt
Dean J. (Joe) Miler
December 29, 2011
Via Hand Delivery
Jean Jewell, Secreta
Idaho Public Utities Commssion
472 W. Washigton St.
Boise, Idaho 83720
Re: Hoku Materials, Inc. v. Idaho Power /I~L-L -/ J- i~
Dear Ms. Jewell:
Enclosed for fig in the above matter, please fid an orial and seven (J) copies of Hoku
Materis, Inco's Complat Contestig Termation of Servce.
Kidly retu a fie staped copy to me.
Very Truy Yours,
McDevitt & Mier IL~L
Dean J. Mier
DJM/hh
EncL.
ORIGINAL.
Dean J. Miller (ISB No. 1968)
Chas. F. McDevitt (ISB No. 835)
McDEVITT & MILLER LLP
420 West Banock Street
P.O. Box 2564-83701
Boise, il 83702
Tel: [phone]
Fax: [phone]
joe(gcdevitt-miller.com
RECEt
inn DEC 29 IHî 10: 56
1:-1\. Ii
Attorneys for Hoku Materials, Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMSSION
Complainant,
CaseNo. / ie -E -J 1- 2 ~
COMPLAIT CONTESTING
TERMINATION OF SERVICE
HOKU MATERIALS, INC.,
v.
IDAHO POWER'COMPAN,
Respondent.
COMES NOW Hoku Materials, Inc., pursuat to RP 600-606, and for a complaint
againt Idaho Power Company, complais and alleges as follows, to wit:
1. Hoku Materials, Inc:, ("Hoku") is a special contract customer of Idao Power Company
("Idaho Power"), pursuat to that certin Amended and Restated Electrc Service Agreement
(AESA) between Idaho Power Company and Hoku Materials, a tre copy of which is atthed
hereto as Exhbit A.
2. Attached hereto as Exhibit B is Idaho Power's invoice for electrc servce in the month of
November, 2011. As reflected by the invoice, Hoku's actu consumption durng that month was
220 KW of demand and 46,167 KWH of energy. Hoku anticipates tht its actual consumption in
the month of December will be approximately the same as in November. The remaider of
COMPLAINT CONTESTING TERMINATION OF SERVICE-l
l l ~ (" ,
charges reflected on the November invoice are contrtu mium payments required by the
AESA, even though Hoku does not curently consume any amounts of electrc power
approachig the contractu minums. Hoku is contemplating the filing of an action at the
Commission to contest the required contractu minimum adjustments.
3. Pursuant to a demand previously made by Idaho Power, Hoku has deposited with Idaho
Power the sum of Four Milion Dollars ($4,000,000) as securty for payment of invoices.
Without waivig any claims or defenses, Hoku by ths pleading, consents that Idaho Power may
drw upon the deposit to satisfy amounts claied to be due under the November invoice, Exhibit
B.
4. Termnation of service would cause material har to Hoku. In paricular, Hoku would be
required to cease most plant commssionig activities, and could not safely store process
chemicals on-site. If Hoku canot complete the commssionig of its plant or store process
chemicals on-site, then the eventual operation of Hoku's plant will be delayed indefinitely.
These delays would seriously impair Hoku's abilty to fud its operations and reta its
approximately 160 staff members in Pocatello. In addition, Hoku has invested approximately
$600 millon in the constrction of its facilties, including piping systems, pumps, motors, and
sensitive electronic equipment that must be kept from freezing. If service is terminated, these
high value systems may freeze, causing irreparable and material damage to Hoku's plant assets.
Any damage would need to be repaied, at additional cost, prior to continuig with the
commissioning and operation of the plant.
5. Because the Hoku manufactung facilty is not yet operational and producing revenue,
Hoku must draw on varous reserves or loans to pay monthy operating costs, including
payments under the AESA. Ths can result in Hoku experiencing cash flow shortes at any
COMPLAIN CONTESTING TERMINATION OF SERVICE-2
paricular time. Prior to Idao Power's issuace of the Notice of Termnation, representatives of
Hoku advised representatives of Idaho Power that curent cash flow shortage was such that
payment of the November invoice could not be made until Janua, 2012. Idao Power issued its
Notice of Termination, nonetheless.
WHREFORE, termination of servce is not in the public's interest and pursuant to RP
605 the Commission should stay termnation.
DATED ths ~ day of December, 2011.
HOKU MATERILS, INC
BY:~~\~:~iler
Attorney for Hoku Materials, Inc.
COMPLAINT CONTESTING TERMINATION OF SERVICE-3
VERIFICATION
STATE OF )
: 58
County of __ )
Scott Paul, being first duly sworn, deposes and says that he is the CEO of Hoku Materials
Inc.,that he has read the foregoing Complaint and knows the contents thereof and that the same
are true to Ihe be,t of hi, koowledge and heli~
Scott Paul
SUBSCRIBED AND SWORN to before me this _ day of . ,2011.~
Notar Public .J=-_ --------
ResidinlVt"
71mssion Exp:
P(ÜI;( /jl l/f/l/ul !1fJ/1M/l1dlltILI/¡(j1tr
COMPLAINT CONTESTING TERMINATION OF SERVICF;-4
State of Hawaii
City & County of Honolulu ____J
On 12/28/11 b I" Sharn A. Higa. eiore me,
(here insert "orne of "oiury)
personally appeared Scott Paul
(ilomeM afSigner(s))
personally knO\..n to me (or proved to me on the basis of satistàctory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instniinent and acknowledged to me that he/she/they executed the same
in his/herllheir authorized capacity(ies), and that by hisr11er/their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, e~ecuted the instniinent.
aiid a/lciiil seal.
Sigiiatiire .'~(SEAL)
\\\\1\\11("i ,\1... , -~ l ?~::
.~
r-SHARON A. HlGA
expiration Date: May 11, 201My C()llimissioii expires: ________..__._
,-
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This area for Offcial Notarial Seal
NOTARY PUBLIC CERTIFICATION
# Pages: 6
Judicial Circuit First _
Doc. Date:Undated at time of nomrization
Notary Name:
Doc. Description:
Service
Sharon A. Higa
Complaint Contesting Temiination of
q:.,
",'
"".'Noiary Signature: .~(&7L------------~----~~=~=-".\
Date: 12/28/1 I
ALL PURPOSE ACKNOWLEDGMENT
10-1770 (HI) (Rev. 7/09)
CERTIFICATE OF SERVICE
I hereby certify that on the ~ t of December, 2011, I caused to be served, via email
and telecopy, a tre and correct copy of the foregoing document, upon:
Jean Jewell, Secretar
Idaho Public Utilties Commssion
472 West Washington Street
P.O. Box 83720
Boise,ID 83720-0074
jjewell¡gpuc.state.id. us
Hand Delivered
U.S. Mail
Fax
Fed. Express
Email
Lisa D. Nordstrom
Idaho Power Company
1221 W. Idaho St. (83702)
POBox 70
Boise, ID 83707-0070
lnordstrom¡gidahopower.com
Hand Delivered
U.S. Mail
Fax
Email
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McDEVITT & MILLER LLP
BY~\~¡lR
COMPLAINT CONTESTING TERMINATION OF SERVICE-5
AMENDED AND RE:STATED ELECTRIC SERVICE AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
HOKU MATERIALS, INC
THIS AMENDED AND RESTATED AGREEMENT FOR ELECTRIC
SERVICE ("Agreement") is executed on June 19, 2009, by HOKU MATERIALS, INC, a
Delaware Corporation ("Hoku") and IDAHO POWER COMPANY, an Idaho Corporation
("Idaho Powef). . In consideration of the mutual covenants. hereinafter set forth, the
parties hereby agree as follows:
SECTION 1 - SPECIAL CONTRACT
1.1 This Agreement is a Special Contract as described in Idaho
Powets Schedule 19. This Agreement supercedes and replaces the Agreement for
Electric Service between the parties dated September 17, 2008.
SECTION 2 - DEFINITIONS
When used in this Agreement:
2.1. "Commission" shall mean the Idaho Public Utilities Commission or
its successor agency.
2.2. "Construction Agreemenl shall mean that certain Agreement for
Construction of Hoku Electric Substation and Associated Facilties dated as of
December 28, 2007, by and between Hoku and Idaho Power, as such may be amended
from time to time.
2.3. "Contract Load Factor" shall mean 90 percent for purposes of
establishing the energy blocks for monthly billng.
2.4. "Embedded Date" shall mean December 1, 2013.
2.5. "Embedded Rate" shall mean the demand and energ. rates
detailed in the Company's then-effective Schedule 19T.
2.6. "Exce Demand" shall mean the average kilowatts supplied
during the coincident 15-cnsecutive-minute period of maximum use each day, adjusted
for Power Factor, which exceeds the Total Contrct Demand.
2.7. "Excess Energy" shall mean any kilowatt-hours of energy supplied
to the Hoku Facilty during the monthly billng period as measured by the metering
equipment located at the Points of Delivery that exceeds the sum of the First Block
Energy and the Second Block Energy.
2.8. "Firs Block Contract Demand" shall mean the monthly number of
kilowatts Idaho Power has agreed to make available to the Hoku Facilit in accordance
with the Scheduled Contract Demand in Section 6.
1
EXHIBIT A
PAGE10Fl0
2.9. "First Block Energy" shall mean the kilowatt-hour determined by
multiplying the First Block Contract Demand by the number of hours in the billng period
multiplied by the Contract Load Factor.
2.10. "Hoku Facilit shall mean the Hoku Polysilicon Production
complex located on One Hoku Way, Pocatello, Idaho.
2.11. "Interconection Facites" shall mean all facilities which are
reasonably required by Prunt Elecrica Praice and the National Electric Safety
Code to interconnect and deliver elctl poer and energy to the Hoku Facilty,
including, but not limited to, trnsmission facilties, substation facilties and metering
equipment.
2.12. "Minimum Biled Energy" shall mean the number of kilowatt-hours
determined by multiplying. 50% of the Total Contract Demand for the biling month by the
number of hours in the billng month at the Contract Load Factor. .
2.13. "Points of Delivery shall mean the locations specified in
paragraph 5.2 where the electrical facilities owned by Hoku are interconnected to the
electrical facilities owned by Idaho Power and where power and energy are delivered by
Idaho Power for the purpose of providing elecrical service for the operations of the Hoku
Facilty.
2.14. "Power Factot' shaH mean the percentage obtained by dividing
the maximum demand recorded in kW by the corresponding kilovolt-ampere (kVa)
demand established by Hoku.
2.15. "Prudent Electrical Practices" shall mean those practices, methods
and equipment that are commonly and ordinarily used in electical engineering and utility
operation to operate electrica equipment and deliver electric power and energy with
safety, dependabilty, effciency and economy. .
2.16. "Schedule 19" shall mean the Company's then effective Idaho
Retail Tariff Schedule 19T.
2.17. "Schedle 32" shall mean the Hoku tariff schedule of rates and
charges or its successor schedules.
2.18. "Scheduled Contract Demand" is defined in Section 6.1.1 below.
2.19. "Second Block Contract Demand. shall mean 25;000 kilowatts.
2.20. "Second Block Energy" shall mean. the total kilowatt-hours
supplied to the Hoku Facilty during the monthly biling period as measured by the
metering equipment locaed at the Points of Delivery less the First Block Energy, but no
greater than 25,000 kilowatts multiplied by the number of hours in the biling period
multiplied by the Contract Load Factor.
2.21. "Total Contrct Demand" shall mean the sum of the First Block
Contract Demand and the Second Block Contract Demand as specifed in Section 6, and
as such may be modified pursuant to Section 6.2 below.
2.22. "Transformer Losses. shall mean energy losses resulting when a
transformer changes the voltage level of altemating current electricity. Transformer
losses wil be accounted for in the initial metering installation.
2
EXHIBIT A
PAGE20Fl0
SECTION 3 - TERM OF AGREEMENT
. 3.1. This Agreement shall become effective as provided in paragraph
15.1 and remain in effect through the Embedded Date and will be automaticafly renewed
thereafter until either Hoku or Idaho Power terminates this Agreement as provided in
paragraph.4.1.
3.2 It is the intention of the parties that following the Embedded Date,
the parties shall enter into a new Special Contract whereby Hoku shall pay energy and
demand rates that are equal to the lesser of the then-applicable Schedule 19 rate or the
average of the contract rates in Idaho Powets then-effective other "Special ContractsD,
These Special Contract rates will remain in effect on an intenm basis until the next final
Commission order in a general rate case proceeding.
3.3 Service under this Agreement will commence December 1, 2009.
SECTION 4 - TERMINATION
4.1 Notice of Termination: After the Embedded Date, either part to
this Agreement shall have the nght to terminate this Agreement by delivenng wrtten
notice of termination to the other part. The effective date of termination wil be specified
in the termination notice, but such effective date cannot be earlier than 12 months after
the date of the delivery of the notice of termination. If both parties give notice of
termination, the earliest effective date wil prevaiL. If the effecive date of a termination
occurs before the new Special Contract is effectve between the Parties as descnbed in
Section 3.1 above, then the applicable energy and demand rates shall be the Embedded~~ . I
SECTION 5 - SERVICES TO BE PROVIDED
5.1 Supply Obligation: In accrdance with Prudent Electcal Practice
and the provisions of this Agreement, Idaho Power will furnish Hoku's totaJ requirements
for electnc power and energy at the Hoku Facilty. Hoku wil not resell any portion of the
power and energy fumished under this Agreement. . .
5.2 Points of Delivery: Electc power and energy shaiJ be delivered by
Idaho Power at each point generally described as the load side terminals of the
substation transforier 13.8 kilovolt disconnect switches at the Hoku Facilty.
. 5.3 Adjustment for Transformer Losses: Metering on the load side of
the substation transformers wil be adjusted for Transformer Losses.
5.4 Description of Electc Service: Idaho Power shall supply three-
phase, 60 hz alternating currnt at nominal 13,800 volt, with a maximum steady state
variation of plus or minus five percent (5%) under normal system conditions. Consistent
with Prudent Electrical Practices, Idaho Power will operate within the capabilty of its
existing system to minimize voltage level fluctuations, the normal frequency variation to
be within plus or minus 0.05 hz on a 60 hz base.
5.5 Available Capacity: Idaho Power will make power available to
Hoku in an amount equal to the kilowatts of Total Contract Demand shown in Section
6.1.1.
3
ExmlTA
PAGE 3 OF 10
5.6 Request for Proposals: During the initial term of the agrement, at
Hoku's request, Idaho Power wi" use commercially reasonable efforts to obtain
proposals to supply power to meet Hoku's summer loads not served by Idaho Power.
Idaho Power wil customize such supply request to match Hoku's requirements. These
additional purchases are subject to Idaho Powets abilty to deliver the power to Hoku
and Hoku's accptance of the prce and terms of the proposals. Hoku is responsible for
the full costs of these purchases and any associated transmission and ancilary service
expense to transport such purchases to the Hoku Facility,
5.7 Release of First Block Energy: With adequate notiCè and the
written consent of Idaho Power, Hoku may reuest a release .of all or part of its First
Block Energy purchase commitment in return for crdit on its First Block Energy Charge.
The value of the credit wil be determined by mutual agreement and wil take .into
consideration the timing of the notice and Idaho Powets abilty to manage any supply
commitments made on Hoku's behalf.
SECTION 6 - CONTRACT DEMAND
6.1 Contract Demand Provisions prior to the Embedded Date: The
following provisions apply during the period of time from December 1, 2009 to the
Embedded Date, while Hoku is changing its load at the Hoku Facilty.
6.1.1 Scheduled Contract Demand: Hoku agrees to contract for, and.
Idaho Power agrees to provide power made available to the. Hoku Facility in the
following amounts expressed in kilowatts (the "Scheduled Contract Demand"):
First Bloc Second BlockTime Contrct Contract
Period Demand Demand
121112009 - 12131/2009........1,00 25,00
1/1/2010~ 1/31/2010............8,00 25,00
2/1/2010- 2128/2010............17,00 25,000
3/1/2010- 4130/2010............19,00 25,00
511/2010- 611512010............32,00 25,000
611612010- 8/1512010..........18,00 25,00
811612010.. 9/1512010..........42,00 25,00
9/1612010;' 1213112010 .....~.57,00 25,00
1/1/2011- 611512011............57,00 25,00
611612011- 811512011..........18,00 25,00
8/1612011- 9/1512011..........42,000 25,00
9/1612011- 1213112011 .......57,00 25,000
1/1/2012- 611512012............57,00 25,00
61612012 - 811512012..........18,00 25,00
Total Contract
Demand
26,.00
33,000
42,00
44,00
57,000
43,00
67,00
82,00
82,00
43,000
67,00
82,000
82,000
43,00
4
EXHBIT A
PAGE 4 OF 10
8/1612012.. 9/15/2012..........42,00
9/1612012-12/31/2012 .......57,00
1/1/2013-12/1/2013............57,00
25,00
25,00
25,00
67,00
82,00
82,00
6.2 Contract Demand Provisions after Initial Expansion: After the.
Embedded Date, Hoku has the option to increase or decrease its Total Contract
Demand level as follows:
6.2.1 Increases to Total Contract Demand: Under the terms of this
Agreement, Hoku may increase the Total Contract Demand above 82,000 kilowatts by
increasing the Firs Block Contract Demand in increments of 1,000 to 10,000 kilowatts
per year up to a Total Contract Demand of 175,000 kilowatts. Hoku wil. notify Idaho
Power in writing of the additional capacit requirements at least one year in advance,
The new Total Contract Demand wil be in effec for a minimum of one year. Increases.
to . Total Contract Demand are subject to the availabilty of adequate capacity in Idaho
Power's facilties to provide the requested service.
6.2.2 Decreases to Total Contrct Demand: After the Embedded Date,
Hoku may decrease the Total Contract Demand by reducing the First Block Contract
Demand in decrements of 1,000 kilowatts. Total Contract Demand may not be
decreased below 25,000 kilowatts. Hoku wil notify Idaho Power in writing of the
decrease in capacity requirements at least one year in advance. The new Total Contract
Demand wil be in effect for a minimum of one year.
6.3 Excess Demand: Prior to the Embedded Date, and subject to
Section 6.2.1 above, the availabilty of power in exces of the Total Contrct Demand is
not guaranteed, and if the average kilowatts supplied at the Hoku Facilty during the 15-
consecutive-minute period of maximum use each day, adjusted for power factor,
exceeds the Total Contract Demand, Idaho Power may curtail service to the Hoku
Facility. Idaho Power reserves the right to install, at any time, at Hoku's expense, any
device necessary to protect Idaho Power's system from damage which may be caused
by the taking of Excess Demand. Hoku wil be responsible for any damages. to Idaho
Power's system or damages to third partie.s resulting from the taking of Excess Demand.
Hoku agrees to use its best reasonable efforts to monitor its electric loads and to advise
Idaho Power as soon as possible of the potential for. Excess Demand at the Hoku
Facilit. Exces Demand will be subject to the Daily Excess Demand Charge and the
Monthly Excess Demand Charge specifed in Schedule 32.
6.4 Proration: Bilings. during months that contain a change in the
Scheduled Contract Demand will be proraed.
SECTION 7 - FACILITIES FOR DELIVERY TO HOKU FACILITY
7~ 1 Additional Facilties: The parties acknowledge that they have
separately entered into the Construction Agreement, pursuant to which Hoku is paying
Idaho Power to construct the Interconection Facilities necessary to provide the Total
Contract Demand under this Agreement. Idaho Power represents and warrants to Hoku
that none of the charges set forth in Schedule 32 include any cost reimbursement or
adjustment thát is already being paid by Hoku pursuant to the Construction Agreement,
and that such Interconnection Facilities are sufcient to supply the Scheduled Contract
Demand. To the extent that additional transmission and/or substation Interconnection
5
EXHBIT A
PAGE 5 OF 10
Facilities are required to provide additional service pursuant to Section 6.2.1 above,
special arrangements wil, be made il" a separate Agreement between Hoku and Idaho
Power.
7.2 Operation and Maintenance: Idaho Power will operate and
maintain Interconnection Facilities necessar to provide service to the Hoku Facilty.
Such Interconnection Facilties include Interconnection Facilties paid for by Hoku,
including those paid for by Hoku pursuant to the Construction Agreement. Idaho Power
shall operate and maintain such Interconnection Facilties in accordance with Prudent
Electrical Practices.
SECTION 8 - CHGES TO BE PAID BY HOKU TO IDAHO POWER.
8.1 Rates and Charges: The rates and charges for electrical power,
energy.arid other service provided by Idaho Power to the Hoku Facilty are identified by
component in Schedule 32. The total amount to be paid by Hoku for electric service to
the Hoku Fàcilty will be the sum of the components identified on Schedule 32.
8.2 Power Factor: When the Hoku Facilty's Power Factor is less than
95 percent during the 15-consecutive-minute period of maximum use for the monthly
biling period, Idaho Power wil determine the Total Billng Demand by multiplying the
metered demand in kilowatts by 0.95 an dividing that product by the Power Factor.
8.3 Billng and Meterng Provisions: Idaho Power wil install and
maintain suitable metering equiment for each Point of Delivery so that coincident
demand and energy consumption can be determined for the billng period.
8.4 First Block Contrct Demand Charge: The First Block Contract
Demand Charge is fixed and is not subject to change through the Embedded Date. After
the Embedded Date, the Contract Demand Charge is subject to change and revision by
order of the Commission. After the Embedded Date, Idaho Power wil advocate for
Commission acceptance of the ratemaking treatment for the Special Contract described
in Section 3.2 above.
8.5 First Block Energy Charge: The First Block Energy Charge and
Excess Energy. Charge are fixed and are not subject to change through the Embedded
Date. After the Embedded Date, the Energy Charge and Excess Energy Charge are
subject to change and revision by order of the Commission. After the Embedded Date,
Idaho Power wil advocate for Commission acceptance of the ratemaking treatment for
the Special Contract described in Section 3.2 above.
8.6 Second Block Charges: The Second Block Contract Demand
Charge and the Second Block Energy Charge wil increase or decrease uniformly with
any base rate change authorized by the Commission that is applicable to Idaho Powets
Tariff Schedule 19T through the Embedded Date. After the Embedded Date, the
Second Block Contract Demand Charge and the Second Block Energy Charge are
subjec to change and revision by order of the Commission.
8.7 Power Cost Adjustment: The Power Cost Adjustment (PCA) rate
as defined under Idaho Power's Tari Schedule 55 wil be applied to the SeCond Block
Energy only. The PCA rate wil not apply to the First Block Energy or to Excess Energy.
8.8 Conservation Program Funding Charge: The Conservation
Program Funding Charge as specifed in Idaho Powets Tari Schedule 91 for Schedule
19 wil be applied to the sum of the Second Block Charges, Exces. Demand Charges,
6
ExIBIT A
PAGE 6 OF 10
and Excess Energy Charges. Beginning December 1, 2011, the Conseration Program
Funding Charge wil also apply to First Block Charges.
8.9 Minimum Energy Charges: Each month Hoku wil be biled for the
actal metered kilowatt-hours of energy, but no less than the Minimum Biled Energy
amount defined in Section 2.12.
SECTION 9 - PAYMENT OF BILLS/SETTLEMENTS
9.1 Biling Data: Hoku shall pay Idaho Power for all services provided
under this Agreement. Invoices for payment for elecric services shall be prepared and
submitted to Hoku monthly. All invoices or bills shall contain such data as may be
réasonably required to substantiate the billng.
9.2 Payment Procedure: All bils or accounts for eleclc serce owed
by Hoku to Idaho Power hereunder shall be due and payable within fifteen (15) days
foiiowing Hoku's receipt of a bil. Payment wil be made by electronic transfer of funds.
Idaho Power wil provide Hoku with current ABA routing numbers and other necesary
instructions to faciltate the electronic trnsfer of funds.
SECTION 10 - ACCESS TO PREMISES
10.1 During the term of this Agreement, and for a reasonable period
following termination, Idaho Power shall have access to the Hoku Facility premises at all
times for the purposes of reading meters; making installations, repairing and removing
Interconnection Facilties and Idaho Power equipment and for other proper purpes
hereunder.
SECTION 11 - ASSIGNMENT
11.1 This Agreement shall be binding upon the heirs, legal and
personal representatives, succssors and assigns of the parties hereto.
SECTION 12 - LIABILITY
12.1 Each party agrees to protect, defend, indemnify and hold
harmless the other part, its offcers, directors, and employees against and from any and
all liabilty, suits, loss, damage, claims, actions, costs, and expenses of any nature,
including court costs and attorney's fees, even if such suits or claims are completely
groundless, as a result of injury to or death of any person or destruction, loss or damage
to propert arising in any way in connection with, or related to, this Agreement, but only
to the extent such injury to or death of any person or destruction, loss or damage to
propert is not due to the negligence or other breach of legal duty of such other part;
provided; however, that each party shall be solely responsible for claims of and payment
to it employees for injuries occurrng in connection with their employment or arising out
of any workan's compensation law.
12.2 Limitation of Liabilty: Neither part shall, in any event, be liable to .
the other for any special, incidental, exemplary, punitive or consequential damages such
as, but not limited to, lost profits, revenue or good wil, or interest, whether such loss is
based on contract, warranty, negligence, strict liabilty or otherwse.
7
ExBIT A
PAGE 7 OF 10
SECTION 13 - MODIFICATIONS OF CONTRACT
13.1 This Agreement may not be modifed except by wrting, duly
signed by both parties hereto.
SECTION 14 - COMMISSION JURISDICTION
14.1 This Agreement and the respective rights and obligations of the
parties hereunder, shall be subject to (1) Idaho Power's General Rules and Regulations
as now or hereafter in effect and on file with the Commission and (2) to the jurisdiction
and regulatory authority of the Commission and the laws of the State of Idaho.
14.2 The terms, conditions, and rates set forth in this Agreement and
Schedule 32 are subject to the continuing jurisdiction of the Commission. The rates
under this Agreement are subject to change and revision by order of the Commission
upon a finding, supported by substantial competent evidence, that such rate change or
revision is just, fair, reasonable, suffcient, nonpreferential, and nondiscrminatory. It is
the parties' intention by such provision that the rate making standards to be used in
making any revisions or changes in rates, and the judicial review of any revisions or
changes in rates, wil be the same standards that are applicable to Idaho intrastate tarirates. .
SECTION 15 - COMMISSION APPROVAL
15.1 This Agreement shall become effective upon the approval by the
Commission of all terms and provisions hereof witout change or condition.
8
EXHBIT A
PAGE80Fl0
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EXHIBIT A
:PAGE 9 OF 10
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EXHIBIT A
PAGE 10 OF 10
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Sn' Coii Da St 1t 20 . . . .EffCl Peber 1, 20 lI~ Nor 80, 2018 år wl iiutnl be ra lhrær Wi l8hitè 88 pred In pi 4.1
i:~SERviE
PF ADED DED
ENERêY
111Q111-11131
~1~. KW
~o KW
,Aï167- KWH
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9;.QÓ
FJt Bf Conet Deen c~61,00 KWO $2.$.133,è.ò
Se Bk Cotract Deman CJie 26.00 KW.$4.63 $116,160.00
Pally ~s P.ma KWG $0.870 $
~Iy~ Dend KYe)$.5.710 . $.
TOTAl DEMA $249,70.0
FI B1ci Ei'rg Cha 26,åO,èO KWH G .Ó.01e6 $1,6,41a
Send Sloøk En C~-KWH~$D.o2S .Ex Er Ch -KW 0 $0.088847 $
~Gy(PC)-KW..¡m $0,00196 $
TOTAl.ENIRGY $1,40,45'få
TOTAL 1;Ni;GY ÃPEM $1.~.158.3
COSEVATIN pRoGR FUI'ING
_ . s,eJaCHARGE~4.75%$
TOTAL MI0UN DUE . 1".2
'PAYMNT IS DUE 1$ DAYS fQLlOIlNG RECEPT OF INVOICE.
WIRE
or
ACH
idhO Po""mpany CHECKS~~W. Fao Ba-Re0u Name
Ida Po.CoAU:.Corp Cl~
P,Q,Box447
SaI.C~.UT 8411()047
11~2011 Spai.x- HOKU.Ml
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