20120103Exhibit A.pdf

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Draft for Discussion Purposes Only
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
TABLE OF CONTENTS
TITLE
Definitions
No Reliance on Idao Power
Waranties
Conditions to Acceptance of Energy
Term and Operaion Date
Purchase and Sale of Net Energy
Purchase Price and Method of Payment
Envirnmental Attbutes
Facilty and Interconnection
Metering and Telemetr
Records
Operations
Indemnification and Insurce
Force Majeure
Liabilty; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
Commission Order
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Severabilty
Counterpars
Entire Agreement Signs
Appendix A
Appendix B
AppendixC
AppendixD
AppendixE
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV SQlar Four
Draft for Discussion purpses Only
FIRM ENERGY SALES AGREEMENT
(Solar Prject - Grer th 100 kW)
Project Name: Grand View Solar II
Project Number:
THIS AGREEMENT, entered into on this _ day of
2011 between
(Seller), and IDAHO POWEßêbMPANY, an Idao corpration (Idao:',- :'-:l;. '. '~""
Power), hereinafer someties referrd to collectively as "ParêŠ~oT individualy as '.Par."''ir:(-(,;
WITNSSETH:
WHEREAS, Seller will design, constct, own, ßiin and,;~ an electi~g~eration facilty; and
WHEREAS, Seller wishes to sell,ar&l~O Power is wili¡ng\o purchas, firm ei~èh-ic energy produced
n"'~ .
by the Seller's Facilty.
THEREFORE, InC9JlsideratioítQfthe mu~çp~ønan and'~~ments hereinafr set fort, the
As use in this Agreement and the'allendices attched hereto, the following terms
shall have the following.'iieaings:
Paries agree as follows:
1.1 "Base Energ" _ Mmi:tbly,Jj~tÊnergy less th 110% of
the monthly Net Energy Amount as specified
" 1,
in paragraph 6.2 of this Agrement less any Net Energy that is determined to be Surplus Energy as
speified within this Agreement.
1.2 "Business Days" _ means any calendar day that is not a Saturday, a Sunday, New Year Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving, Christmas or any other NERC recognized holiday.
1.3 '.Commission" - The Idao Public Utilties Commission.
-1-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
1.4 "Contrct Yea - The period commencing each calendar year on the same calenda date as the
Operation Date and ending 364 days thereafer.
1.5 "Delay Liquidated Damages" - Damages payable to Idao Power as calculated in pargrph 5.3, 5.4,
5.5, 5.6 and 5.8.
1.6 "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.
l.7 "Delay Price" - The current month's Mid..Columbia Market Ep.er Cost minus the curent month' s
Light Load Energy Price specified in Appendix E ofths:Agreem~t. If this caculation results in a
value less than 0, the result of this calculation wil be O.
1.8 "Designated Dispatch Facilty" - Idaho Power'ltSystes Operations Group"gr any subsequent group
designate by Idaho Power.
1.9 "Environmental Attibutes" means anyanda.I credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, atibutable to the, gep~ration froin~e Facilty, and its avoided emission
of pollutats. EnvlromieI1aAttbutes inctlJ~e butar not liiited to: (1) any avoided emission of
pollutats to the air,~()il or water such as sUlfu oxides (SOx), nitrogen oxides (NOx), carbon monoxide
(CO) an4¡G:te,rP9IIutats;(2.).~yavôidedemissions of carbon dioxide (C02), methane (CH4), nitrous"':'''-:'';'''''''''''''3:'''' '"",.; ',- " "'.' ",":.', ",
o~4t,,.,liydrofluorocar~tlns, perfltîorocarbons, sulfu hexafluoride and other greenhouse gases (GHGs)
that hável)een determinediPy.the Unite Nations Intergovernental Panel on Climate Change, or
otherwise 6y.law, to contrbute, W the actual or potential threat of altering the Eart's climate by
trpping heat in ihe,atlosph~~~ (3) the reportng rights to these avoided emissions, such as REC
Reportg Rights. REClteporting Rights are the right of a REC Purchaser to report the ownership of
accumulated RECs in compliance with federal or stte law, if applicable, and to a federal or stte agency
or any other par 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
A voided emissions mayor may not have any value for GHG compliance puroses. Althoug avoided emissions
ar included in the list of Environmental Attbutes, this inclusion does not create any right to use those avoided emissions
to comply with any GHG regulatory progr.
-2-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Onl
future federal, state, or local law, regulaton or bil, and internatonal or foreign emissions tring
program. RECs ar accumulated on a MWh basis and one REC represents the Environmental Attibutes
associated with one (1) MWh of Energy. Envirnmenta Attbutes do not include (i) any energy,
capacity, reliabilty or other power attbutes from the Facilty, (ii) production ta credits associated with
the constrction or opeon of the Facilty and other fiancial incentives in the form of credts,
reductions, or allowances associated with the Facilty that ar apl'licable to a stte or federal income
taation obligation, (ii) the cash grnt in lieu of the investmeni ~ crdit pursuant to Section 1603 of
the America Recovery and Reinvestment Act of2009;;;df(iv)';'~ission reuction credits encumbered
or used by the Facilty for compliance with 10ca~l!tåte, or federal oper~g and/or air quality permits
1.10 "Facilty" - That electrc generation facilty dê~~lbed in Appendix B oftli~'Ã~ment.
1.11 "First Energy Date" _ The day cOßl~ncing at OO:Oîh9urs~,M()urtain Time, foiîö~g the day tht/:;' :'--" ."
Seller has satisfied the requiremenil;ør.Arle IV and thè$Uer begins delivering energy to the Idao,;W";- :1"':
Power electrcal system at the Point ot~liveryr"
1.12 "Forced Outage" -ll'P#ira¡'QF,,t~tal reducti~~.
Energy to the POirÌt'~~'l)elive~:':~~;b) Idaho
.:¡,......,.-.. ,."
a);,:~~"~~iltlC,~ ca~~èity to produce and/or deliver Net.'. ','
... abilty to accept Net Energ at the
Point of
DeliveryJor'Jlon-econoiri~rea$ì1~!';~S~å¡R~ult ofÎ~lio Power or Facilty: 1) equipment failur which
was'¡i the re~uitdt.ii~gligenc~'ibJiaCko;'~têl':i~e maintenance, or 2) respondiJlg to a transmission
providèr'c\lrtilment ord&;ôr 3) unpiled preventative maintenance to repair equipment that left
unrepaired,~Öuld result in fiilfue of eqriipment prior to the planned maintenance period, or 4) planned
maintenance or c6hstrction dF,IDe Facility or electrical lines required to serve this Facilty or 5) if
Idaho Power determinês"tl't.~~ilment, interrption or reduction of
Net Energy deliveries is necessar
because of line constction, electrcal system maintence requirements, or electcal system reliabilty
emergencies on its system, as allowed within the GIA. The Paries shall make commercially reasnable
effort to perorm unplanned preventative maint~nance during periods of low wind availabilty.
1.13 "Generator Interconnection Agrement' or GIA" - The Generator Interconnecion Agreement is the
interconnection agrement complete and executed by the Pares.
-3-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
1.14 "Generator Interconnecon Process" -Idaho Power's generation interconnection application and
engineering review process developed to ensure a sae and reliable generation interconnection in
compliance with all applicable regulatory requirements, Prudent Electrcal Practces and national safet
standads. Completion of this process results in a Generator Interconnection Agrement.
1.15 .'Heavy 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 Year Day, Memorial Day, Independence Day, Labor
Day, Thansgiving and Chrstas.
1.6 "Light Load Hours" - The daily hours beginning at i 1:00pm, el1ding at 7:00 am Mountain Time (8
hours), plus all other hour on all Sundays, New Yea Day, MemoriàI Pay, Independence Day, Labor
Day, Thangiving and Christmas.
1. i 7 "Losses" - The loss of electrcal ene~gy expressed in Iqlow.attliours (kWh) occ~ as a result of the
transformation and transmission ofeìieigy between the Metering Point and the Point of Delivery. The
calculation formula for such Losses wil be as sPeified in Appe)ldix B of this Agreement.
1.18 "Market Energy ReferncéPice" - Eighty"'fjve perceIlt (85%),9fthe Mid-Columbia Market Energy
Cost.
1. 9 "MateriahBiih" - A Default(pargraph,19 .2.1) sl1bject to pargrph 19.2.2.
l.20 "MaXum Capacity Amount'- The maximum capacity (MW) of the Facilty wil be as specified in
Appe. B of this Agreemeiit.
1.21 "Meterng :Buiment" - That ~uipment spcified in the GlA required to measur, record and telemeter
bi-directional power flows beteen the Seller's Facilty and Idaho Power's system at the Point of
Delivery.
1.22 "Metering Point" - The physica point at which certin Metering Equipment is located to enable
accurte measurement of bi-directional power flows required to determine Net Energy and Surplus
Energy for ths Facilty that provides all necessar data to administer this Agreement.
1.23 "Mid-Columbia Market Energy Cost - The monthly weighted averge of the daily on-peak and off-
peak Dow Jones Mid-Columbia Index (Dow Jones Mid-C Index) prices for actual occurrng non-firm
-4-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purposes Only
energy transactions as reported by Dow Jones. Ifthe Dow Jones Mid-Columbia Index price is
discontinued by the reportg agency, both Pares wil mutully agree upo a replacement index, which
is similar to the Dow Jones Mid-Columbia Index. The selecte replacement index wil be consistent
with other similar agrements and a commonly used index by the electrcal industr.
1.24 "Nameplate Capacity" -The full-load eleccal quatities assigned by the designer to a generator and its
prime mover or other piece of electrca equipment, such as trsformers and circuit breakers, under
standadized conditions, expressed in ampers, kilovolt-amperes; kilowats, volts or other appropriate
units. Usually indicated on a nameplat atthed to thè'irivid'ilmachine or device.
1.25 "Net Energy" - All of the electrc energy produceby the Facilty, léss'Station Use, less Losses,.,' ..." .. .
expressed in kilowatt hours (kWh) delivered to.jdaho Power at the Point ~fÐeIivery. Subject to the
terms of this Agreement, Seller comrits to deliveraJl'Net J3íigY to Idaho power
at the Point of
".
Delivery for the full term of the A~~iretit.
1.26 "Operation Date" _ The day commencÎ4gat O~~¡\ll9ar, MouíÍ1iTime, following the day that all
",),;,1,,:!\c . ....'.¡:"" .:';",.'." ", 'I,requirments of pargrpñ'5;i~ave been cO~l'let9'~?;'¡' ,'.J /;,~,
1.28 "prudent Electrcal Practices" - Those
pratices, methods and equipment tht ar commonly and
ordinarily Üsedin electrical engieering and operations to operte electric equipment lawfly, safely,
dependably, effciently and ecörtumically.
1.29 "Renewable Energy Certate" or "REG' means a certficate, credit, allowance, gren tag, or other
trnsferable indicia, howsoever entitled, indicating generaion of
renewable energy by the Facilty, and
includes all Environmental Attbutes arsing as a result of
the generation of electrcity asociated with
the REC. One REC represents the Environmental Attibutes associated with the generion of one
thousand (1,000) kWh of Net Energy.
-5-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
1.30 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates achieving the
Operation Date. It is expected that the Scheduled Operation Date provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller's Facilty shall achieve the
Operation Date.
1.31 "Station Use" - Electrc energy that is used to operate equipment that is auxilar or otherwise related to
the production of electrcity by the Facilty.
1.32 "Surlus Energy" - Is (1) Net Energy produced by the Seller'sFacilty and delivered to the Idaho Power
electrical system during the month which exceeds l10% of the monthly Net Energy Amount for the
corrsponding month specified in paragraph 6.2. 9r(2) All Net Energy, produced by the Seller's Facilty
and delivered to the Idaho Power electrcal sysìrn in any month where the1'~t Energy delivered for
that month is less than 90% of the monthly Net Energy Amount for the corrsponding month specifed
in pargraph 6.2. or (3) All Net Energýproduced by thSetier's Facilty and delivered by the Facility to
the Idaho Power electrical system prior to the Ofration Date..,-. -.
1.33 "Tota Cost of the Fa:êmtY'~:'The total costof strc'ts,~è4uipmenfånd appurenances.
2.1 SeiiWi,JndeperidentInvestiGtio- Seller warr¡mts and represents to Idaho Power that in entering into
this Agrement and the underting by Seller ofthe obligations set fort herein, Seller has investigated
and deteraie.~ that it is capaple of performing heremider and has not relied upon the advice,
experience or expertise ofIdahoPower in connection with the transactions contemplated by this
Agrement.
2.2 Seller Independent Exprts - All professionals or expert including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in underting the trsactions
contemplated by ths Agreeent have been solely those of Seller.
ARTICLE II: WARRTIES
3.1 No Warty by Idaho Power - Any review, acceptace or failure to review Seller's design,
-6-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
specifications, equipment or facilties shall not be an endorsement or a confirmation by Idao Power an
Idaho Power makes no waranties, expressed or implied regaring any aspect of Seller's design,
specifications, equipment or facilties, including, but not limited to, safet, durabilty, reliabilty,
strengt, capacity, adequay or economic feaibilty.
3.2 Qualifing Facilty Statu - Seller warts tht the Facilty is a "Qulifying Facilty," as that term is
used and defined in 18 CFR 292.201 et seq. Aftr initial qualificaon, Seller will tae such steps as
may
be required to maintain the Facilty's Qualifying Facilty stasldtinng the term of
this Agreement and
Seller's failure to maintan Qualifying Facility stats WilPbe a Marial Breach of
this Agreement.
Idaho Power reserves the right to review the Facilitj"sQualifying Fa.oilìty staus
and associated support
and compliance documents at anytme during U~,term of
this Agreement.
ARTICLE IV: CONÐliLlONS TQ ACèBlNCE OF ENERGY
4.l Prior to the First Energy Date and as aC9pditi~:o.fldaho Poweì~;s acceptance of deliveries of energy.__..... ,'C""""",: "'" co,J".'
from the Seller undef;~¡,:.&gr~ment, S~i~,~hall:.. ,,' -." '. ..,,-;~..,
." ; ¡ ~(. .
4.1.1 Submit proof!o Idaho P~wer that alIîi~ses, peits or approvals necessar for Seller's
operations ha~~ ¡!~n ob~e4 from ap~Hò'able federa, state or local authorities, including, but. '~.
nbi'iiititêâto,evideíÍèe:~fcompÎiÎi~~ithStibpa B, 18 CFR 292.201 et seq. as a certified
QualifYing FaCilitY;
4.1.2 Òpinion of Counsel..:Submit to'ïaaho Power an Opinion Leter signed by an atorney aditted
to practice and in good. stding in the State of Idaho providing an opinion that Seller's licenses,
permits and appr(¡)~àIsas set fort in pargraph 4.1.l abve are legally and validly issued, ar
held in the nae of the Seller and, based on a reasnable independent review, counsel is of
the
opinion that Seller is in substatial compliance with said permits as of
the date of the Opinion
Letter. The Opinion Letter wil be in a form acceptable to Idaho Power and wil acknowledge
that the attorney rendering the opinion understads that Idao Power is relying on said opinion.
Idaho Power's acceptance of the form wil not be unreonably withheld. The Opinion Letr
-7-
Dra for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
wil be governed by and shall be interpreted in accrdance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
4. i .3 Nameplate Capacity - Submit to Idaho Power manufactur's and engineering documentation
that establishes the Nameplate Capacity of each individual genertion unit that is included
within this entire Facilty and also the total of these components to deterine the Facility
Nameplate Capacity mting. Upon receipt of this data Idao Power shall review the provided
data and determine if the Nameplate Capacity specified is reasonable based upon the
manufactuer's specified generation ratings for the specific genemtion units.
4.1.4 Engineer's Certifications - Submit an executed Engineets Certification of Design &
Constrction Adequacy and an Engineer~ Certification of Operatia~ and Maintenance (O&M)
Policy as described in Commission Order No. 216~(). These certificate".: wil be in the form
specified in Appendix C but may be modified to .the ,extent necessar to recognize the different
engineering disciplines providing the certcates.
4.1.5 Insurance0,!~uGtrltwrj1;n proof to Idao PO'fet ofal insurance required in Aricle XIII.
4.1.6 Interconneeton - Provide written contiation from Idaho Power's delivery business unit that
Sell~r, l:as satisfied aili:tercooection requirments.
4J:;¡,;'"" Network Resoure Designtion - The Seller's Facilty has been designated as a network
;resource capable ordeliveringfi energy up to the amount of the Maximum Capacity.
4.1.8 Writtn Acceptace - Request and obtain wrtten confirmation from Idao Power that all
conditions to acceptarce'of energy have been fufilled. Such written confirmation shall be
provided withitia,:e,nimercially reasonable time following the Seller's request and wil not be
unreasonably witheld by Idao Power.
ARTICLE v: TERM AND OPERATION DATE
5.1 Term - Subjectto the provisions of pargraph 5.2 below, this Agrement shall become effecive on the
date firs wrtten and shall continue in full force and effect for a period of twenty (20) Contrt Years
-8-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
from the Operation Date.
5.2 Operation Date _ The Opration Date may occu~ only aftr
the Facilty has achieved all of the following:
a) Achieved the First Energy Date.
b) Commission approval of this Agreement in a form acceptable to Idaho Power has been
received.
c) Seller has demonstrated to Idao Power's satisfation that the Facilty is complete and able
to provide energy in a consistent, reliable and saéiner.
d) Seller has requested an Opration Date fr.pltfòföwer in a wrtten format.
e) Seller has received wrtten confill~6n frm Idaho p~~r of the Operion Date. This
confirmation wil not be unreasonållY witheld by Idao Power;;
5.3 Operation Date Delay - Seller shiul cause the.f!áCility~',iFacilty") to aéhie',e the Operationlxe
"Commercial Opraion") Date onti'~òrethe SChed~t~~Qperation Datelxe "CommercialOperation:. :.,'
Date"). Delays in the interconnecion áln"tran~htissi91 networlL'tpgre sty, design and constrction~';;:.:._'" ,'.,
process that are Dotib~_!iur even~~~Pte¡iibôil:ParielrŠhall not prevent Delay Liquidaed
Damages from b~iIig'4ue and O~g as caic~~~.!¡n accor~~e with this Agreement.
5.3.1 If the Operation Dàte,Qc6ur'å:r,the Sclietuled Opeation Date but on or prior to ninet (90)
Oêlay Liquidàtëd Damages are equal to ((Current month's Initial Year Net Energy
Amouåt~s~ecified in pargrph 6.2.1 divided by the number of days in the currnt
month) multiplied by the number of days in the Delay Period in the curnt month)
multiplied by the curent month's Delay Prce.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled Operation
Date, the Seller shall pay Idao Power Delay Liquidaed Damages in addition to those
provided in pargrph 5.3.1, calculated as follows:
-9-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
Fort five dollars ($45) multiplied by the Maximum Capacity with the Maximum
Capacity being measured in kW.fxe "Delay Liquidated Damages"J
5.4 If Seller fails to achieve the Operation Date within ninety (90) days following the Scheduled Operation
Date, such failure wil be a Material Breach and Idaho Power may terminate this Agrement at any time
until the Seller cures the Material Breach. Additional Delay Liquidated Damages beyond those
calculated in 5.3.1 and 5.3.2 wil be calculated and payable using the Delay Liquidated Damage
calculation described in 5.3.1 above for all days exceeing 90 days past the Scheduled Operation Date
until such time as the Seller cures this Material Breach or Idaho Power terminates this Agreement.
5.5 Seller shall pay Idaho Power any calculated DelayDamages or Delay Liquidated Damages within seven
(7) days of when Idaho Power calculates and presents any Delay Damages or Delay Liquidated
Damages bilings to the Seller. Seller's failure to pay these damages withn the specified time wil be a
Material Breach of this Agrement and Idaho Power shall clw funds from the Delay Security provided
by the Seller in an amount equal to the caculate Delay Damages or Delay Liquidated Damages.
5.6 The Paries agre tl;iatthedaages Idaho Pqwer woúld incur due to delay in the Facilty achieving the
Operation Date on or ,pefore the Scheduled Opion Date would be diffcult or impossible to predict
with ce~t¥lÓ'i;d thatth~. Delay Liquidated Damages are an appropriate approximation of such
daòages.
5.7 Pror to'1le Seller executiii this Agrement, the Seller shall have:
TFa) Filed for interconnection and is in compliane with all payments and requirements
of the Genertion Interconnection Process.
b) Received and accepted an interconnection feasibilty stdy for this Facilty.
c) Provided all information required to enable this project to be an Idaho Power
designated network resource.
d) Acknowledged responsibilty for all interconnection costs including 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
-10-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
or transmission stdies ar not complet at the time the Seller executes this
Agrment, the Seller undertads that the Seller's obligations to pay Damages and
Liquidate Damages associate wi the projects failure to achieve the Operation
Date by the Scheduled Opertion Dat as specified in this Agreeent is DOt relieved
by final interconnection or trsmission processes and schedules.
5.8 Within thirt (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' s,curty ("Delay Security") in a form as
described in Appendix D equal to or exceeing the an:iÒuiit'cåQulated in pargraph 5.8.1. Failur to
post this Delay Securty in the time specified~vJwil be a Matëi Breach of this Agrement and
Idaho Power may terminate this Agreement. .
5.8.1 Delay. Security The greater of fort five ($45') multìpliëd by the Maxnium Capacity with the
Maximum Capacity beingtneâŠüld.i kW.
5.8.1.1 In the event Seller prÓyides iila Power~tth certification that (1) a generation;", i:;
interÇìi~ÔIlJigreee~(~~cifyii:å ~he4uie that'wil enable this Facilty to achieve...,": . _ .",: ...::: :ti -;,:..
the Opration Dáteno later tl~d~e Scheduled Operation Date has bee completed and
,.,the Sel1êrñ:aspaidállreqriiied int~nnection costs, or (2) a generation interconnection
agrement is substatially cotnplete and all material costs of interconnection have been
identified~d agree'qpon and the Seller is in compliance with all terms and
conditions of~ generaon interconnection agreement, the Delay Security
calculated
in accorda~with paraph 5.8.1 will be reduced by ten percent (lO%).
':"
5.8.1.2 If the S~iifuhas reeived 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 agrement specified in paragraph 5.8.1. is revised and asa result the
Facilty wil not achieve its Operation Date by the Scheduled Opration Date or (2) if
the Seller does not maintin compliance with the generation interconnection agreement,
the full amount of the Delay Security as calculated in paragrph 5.8.1 wil be subject to
-11-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
reinstatement and wil be due and owing within five (5) Business Days from the date
Idaho Power requests reinstatement. Failure to timely reinstate the Delay Security wil
be a Material Breh of this Agreement.
5.8.2 Idaho Power shall release any remaining security posted hereunder afer all calculated Delay
Damages and/or Delay Liquidated Damages ar paid in full to Idaho Power and the earlier of,
1) thirt (30) days after the Operation Date has been achieved, or 2) sixt (60) days after the
Agrement has been terminated.
5.9 Progress Reports. Within ten (10) Business Days afr the end of each calenda month following the
approval of this Agreement until the OperationDÌ:te is achieved, Seller shall submit progrss report to
Idaho Power on the development and construction of the Facilty.
ARTI~LE';~: PURCHÄSE ANDSÅtE'OF NET'ENERGY
6.1 Delivery and Acceptce of Net Energy - Excet when either Par's performance is excused as
provided herein, Idaho Power,Wil purchae and Seller will sell all of the Net Energy to Idaho Power at
:,. ~- ;~ .,' '.;
theP~int of DeIivery.:Net Energy produced by the Facilty and delivered by the Seller at any moment in
time to 'the Point of Deliveiy that exces the Maximum Capacity Amount wil be a Material Breach of
this Agreement..
6.2 Net Energy Amount- Seller intends to produce and deliver Net Energy in the following monthly
amounts:
6.2.1 Initial Yea Monthly Net Energy Amounts:
Month kWh
Season 1
March
April
May
-l2-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purpses Only
Season 2
July
August
November
December
Sean 3
June
September
October
Januar
Febru ;, "f.
6.2.2 Ongoing Monthly Net Energy Amounts - SelIer;(~jnitially provide Idaho power with one
year of monthly generation esimates (¥i~~iaì Y ea' N4~thly Net Energy Amounts) and
beginning at the end of month nine ai:~Very three months there:fer provide Idao Power with',:" ,y~'.,~ , ':',' '. ":
an additional three months of forward generaion estimates beyond'those generation estmates~.~~
.', ..'~'"
previously provided. This:ñiforation wil be,p:rV1ded to Idaho Powetby wrtten notice in
MonthlyNet Energy Amounts . trt'jl timelY..manner, Idaho Power wil use the most recently,. ~:;~,.
provided 3 m.atÇhing møítbs of the Iiitial Year Monthly Net Energy Amounts specified in
.-:'
Parag,aph 6.2.1 f~;tienext 3~Ónths of monthly Net Energy amounts.
6.2.3 Seller's~dlustent of Net Energy Amount
6.2.3.1 No lat.eth the Operation Date, by wrtten notice given to Idaho Power in accordance
with pargraph 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: (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 paragrph 25.1, no later than 5:00 PM of
the 5th day
-13-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
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 writtn notice of changed
amounts wil be deemed to be an election of no change.
6.2.4 Idaho Power Adjustment of Net Energy Amount- If 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 paragrph 12.3.1 and the Seller's declared Suspension of
Energy Deliveries is not unreasonably rejected by Idåho Power, the Net Energy Amount as
specified in paragraph 6.2 for the specific montn in whiçh the reduction or suspension under
pargraph i 2.2.1 or 12.3.l occurs wil be reduced in accordance with the following:
Where:
NEA '= Current Month's Net Energy Amount (paragraph 6.2)
SGU a.) Ifldaho Power is excused from accepting the Seller's Net
Energy as speified in pargrph 12.2.l this value will be
equal to the percentage of curtlment as specified by
Idaho Power multiplied,by the TOU as defined below.
b.) If the Selletdeclàrš a SuspetJSÌon of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
thê individual generation units size ratings as specified in
Appendix B that ar impacted by the circumstaces
causingtleSelIer to delar a Suspension of Energy
Deliveries.
TGU = Sum of all of the individual generator ratings of the generation
uoitsat this Facilty as specified in Appendix B of this
agreêrrent.
RSH _ Act. hour the Facility's Net Energy deliveries were either
reduced or suspended under paragrph i 2.2.1 or 12.3. i
TH Actual total hours in the curent month
Resulting formula being:
Adjusted
Net Energy '= NEA
Amount - (( SOU X NEA ) X ( RSHTGU TH ) )
-l4.
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
This Adjusted Net Energy Amount will be used in applicable Surplus Energy calculatons for only the
specific month in which Idaho Power was excused frm accepting the Seller's Net Energy or the Seller
declared a Suspension of Energy.
6.3 Unless excused by an event of Force Majeur, Seller's failure to deliver Net Energ in any Contrct
Year in an amount equal to at leat ten percent (LOOIO) of the sum of the Initial Year Net Energy
Amounts as specified in parph 6.2 shall constitute an event.ofdefault.
ARTICLE VII: PURCHASE PRICE A~MEnlD OF PAYMENT
7.1 Heavy Load Purchase Price - For all Base En~gf;d~ived during H~åvy Load Hours, Idaho Power will
pay the non-Ievelized Heavy Load Purchase PriSe as specified in Appendix
F.;
7.2 Light Load Purchase Price - For all.J3ase Energy reived.~ng Light
Load Hours, Idaho Power wil
pay the non-Ievelized Light Load PuhaiRii~ as speified~in Appendix F.
7.3 Surplus Energy Price _ For all Surplus åi,gy,.Idahø:;,a,ewer shallp~y to the Seller the lower of
the
current month's ~,ket Ener~.,R.ference ~§e or,~e"LiglítP9ii Puchase Price.. " ," :,/", .,-~ ." ,: ' . "". -. ':',
7.4 Payment Due Date ~,4Undisputed;Energy pa~;)1ts, less any payments due to Idao Power wil be
disbured Joth Seller.~~'3Ó.¡~s):Qf the~aW which Idaho Power reeives and accep the
documentation of the. monthly Net Energy
actuly delivere to Idaho Power as specified in
AppendijA.
7.5 Continuin~ Jurisdiction of theêommission . This Agrement is a special contrt and, as such, the rates,
terms and conditioJl.~pntaqeajn this Agreement wil be constred in accordance with Idaho Power
Company v. Idaho Public Utilties Commission an Aftn Energy Inc., 107 Idaho 781, 693 P.2d 427
(1984), Idaho Power Company v. Idaho Public Utilties Commission, 107 Idaho l122, 695 P.2d i 261
(1985), Afton Energy Inc. v. Idao Power Company, 111 Idaho 925, 729 P.2d 400 (1986), Section 210
of the Public Utilty Regulatory Policies Act of 1978 and 18 CFR §292.303-308
-15-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
ARTICLE VII: ENVIRONMENTAL ATTBUTES
8.1 Under this Agreement, ownership of Green Tags and Renewable Energy Certificate (RECs), or the
equivalent environmental attibutes, directly associated with the production of energy from the Sellets
Facilty sold to Idao Power wil be governed by any and all applicable Federal or State laws and/or any
regulatory body or agency deemed to have autority to regulate these Environmental Attibutes or to
implement Federal and/or State laws regarding th same.
ARTICLE IX: FACILITY AND INRCONNECTION
9.1 Design of Facility - Seller wil design, constrct, install, own, operatêand maintan the Facilty and any
Seller-owned interconnection facilties so as to allow safe and reliable generaon and delivery of Net
Energy to the Idaho Power Point of Delivery for thefuH term of the Agreement.
9.2 Interconnecion Facilties - The interëonneeton of this FaciHty to the Idaho Power electical system wil
be in compliance with the GIA. The Seller is responsible for all costs associated with interconnection of
this Facilty as spepified in the GIA.
ARTICLE X: METERIOAND TELEMETRY
- .':...
10.1 Mettig~idaho Power shall, 'for the account of Seller, provide, install, and maintain Metering
'.;;:¡:',,\
Equipment to be located ata mutually aged upon location to record and measure power flows to Idaho
Power in accordance with the GlA. The Metering Equipment wil be at the location and the tye
required to measut,record and report the Facilty's Net Energy, Station Use, and maximum energy
deliveries (k W) at the "Pdiit ôfDelivery in a manner to provide Idao Power adequate energy
measurment data to adinister this Agreement and to integrate this Facilty's energy production into
the Idaho Power electrical system.
10.2 Telemetr - Idaho Power will install, operate and maintain at Sellets expese communications and
telemetr equipment which wil be capable of providing Idao Power with continuous instantaeous
telemetr of Sellets Net Energy produced and delivered to the Idaho Power Point of Delivery to Idaho
-16-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
Powers Designate Dispath Facilty.
ARTICLE XI - RECORDS
11.1 Maintenance of Records _ Seller shall maintan at the Facilty or such oter location mutually acceptable
to the Paries adequate total generation, Net Energy, Station Use, and maximum generation (kW)
records in a form and content acceptable to Idaho Power.
11.2 Inspection _ Either Par, afer reasonable notice to the other Par, shall have the right, during normal
business hours, to inspet and audit any or all gene1"it'¡N~ Energy, Staon Use, and maximum
generation (kW) records pertining to the Sellets!liilty.
ARTICLE Xm:()PERA TIONS
12.1 Communications - Idaho Power æid,tbe Seller shallii~~in appropriate operaimg communications
through Idaho Power's Designat Di.~t¿iil,~ility in acg()i.ce with Appendix A of
this Agreement.
12 .2 Energy Acceptace -
12.2.1 Idaho Powet'shall bè'excused fro1'~g andpayig for Net Energy which would have
,,/ :.
otherwise been.produce4l& the FaciltYlld delivere by the Seller to the Point of
Delivery, if it
l,s preventeCl from 'doing so'bý,~ evertt¡of Force Majeure, Force Outage or temporar.. .....' .'- .": ,-,;,::."..: ::- ¡
::'"'i¡"'"
disconnection of the FaciHty"in accordance with the GIA. If, for reasons other th an event of. ,,-. ;'i,..f." :', .,'(':~.-;
Force Majeure, a t~porarais~nnection as specified within the GIA exceeds twenty (20)
days, b~~ing with ,the twenty-first day of such interrption, curtilment or reduction, Seller
wil be deemedJo~delivering Net Energ at a rate equivalent to the pro rat daly average of
the amounts specified for the applicable month in paragraph 6.2. This pro rata daily average
wil be adjusted to reflect the lost energy production due to time of day, weather conditions and
any other factors that would have impacted the Facilties abilty to generate energy durng this
period of interrption, curilment or reuction of the Sellers abilty to deliver energy to Idaho
Power. Idao Power wil notify Seller when the interrption, curtlment or reduction is
terminated.
-17-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility is unsafe or may
otherwise adversly affect Idaho Powets equipment, personnel or service to its customers,
Idaho Power may temporarily disconnect the Facilty from Idaho Power's
trsmission/distrbution system as specified within the GIA or tae such other reasonable steps
as Idaho Power deems appropriate.
12.2.3 Under no circumstances wil the Seller deliver Net Energy from the Facilty to the Point of
Delivery in an amount that exceeds the Maimum Capacity Amount at any moment in time.
Seller's failure to limit deliveries to the Maximum Capacity Amount wil be a Material Breach
of ths Agreement.
12.2.4 If Idaho Power is unable to accept the energy from this Facility and is not excused from
accepting the Facilty's en~rgy, Idaho Power'sdaiages shall be Iimitea,to only the contract
value of the estimated energy that Idao Power wasanable to accept. Idaho Power wil have no
responsibilty to pay for any othercosts, lost ,revenue or consequential damages the Facilty may
incur.
12.3 Seller Declard Suspension of Energy Deliveries
l2.3.1 i.,the$eller's FaciJityexperiences a Forc Outage due to equipment failure which is not
cause by aievent of Force Majeure or by neglect, disrepair or lack of adequate preventative
"maintenance of th'eSeller's Fai;ilty, Seller may, after giving notice as provided in pargraph
12.3í;71?elow, temporanly suspend all deliveries of Net Energy to Idaho Power from the Facilty
or from individual generaton unites) within the Facilty impacted by the Forced Outage for a
period of not lèss"than 48 hours to correct the Forced Outae condition ("Declared Suspension
of Energy Deliveries"). The Seller's Declared Suspension of Energy Deliveries wil begin at
the st of the next full hour following the Seller's telephone notification as specified in
paragraph 12.3.2 and wil continue for the time as specified (not less than 48 hours) in the
written notification provided by the Seller. In the month(s) in which the Declared Suspension of
Energy occurr, the Net Energy Amount wil be adjusted as specified in paragraph 6.2.4.
-18-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Dicussion Purposes Only
12.3.2 If the Seller desires to initiate a Declard Suspension of Energy Deliveries as provided in
paraph 12.3.1, the Seller wil notify the Designated Dispatch Facilty by telephone. The
beginning hour of the Delar Suspension of Energ Deliveries will be at the earliest the next
full hour afr making telephone contact wi Idaho Power. The Seller wil, within 24 hours
after the telephone contat, provide Idao Power a wrttn notice in accordance with Aricle
XXV that wil contain the beginning hour and durtion
of the Declared Suspension of Energy
Deliveries and a description of the conditions thatcåused the Seller to initiate a Declared
Suspension of Energy Deliveries. Idaho Powefwill reiew the documentaon
provided by the
Seller to determine Idaho Power's accep'tce of the describeForced Outae as qualifying for
a Declared Suspension of Energy Deliveries as speifed in paråph 12.3.1. Idaho Power's
acceptance of the Seller's Forced Outage ašiaracceptâ1'e Forced Outage'Wll be based upon the
clear documentation provid~"'bythe Seller thatil Forced Outage is not due do an event of
Force Majeure or by negiect'~~~¡i~'.Òiyi~ck of adequate preventative maintenance of the
Seller's FaciltYl
"\,
12.4 Scheduled Maintenance - On or before Januar'~lst of each calendar year, Seller shall submit a written
proposed iiaitenace scKedul'öfši~ifcant Fácmty maintenance for that calenda year and Idao
PowêràÌd SeIlerrsIDl1 mutuållyagree as tcilievacceptabilty of the proposed schedule. The Paries
determination as to the abceptabilty of,the Seller's timetable for scheduled maintenance will tae into
consideratihliPrdent Electr'tal Practices, Idaho Power system requirements and the Seller's preferred
schedule. Neither Par shallunreasonably withhold accptance of
the proposed maintenance schedule.
12.5 Maintenance Coordinatbrt';;the Seller and Idaho Power shall, to the extent pratical, coordinate their
respective line and Facility maintenance schedules such that they occur simultaeously.
12.6 Contact Prior to Curtilment - Idaho Power wil make a reaonable attmpt to contact the Seller prior to
exercising its rights to interrpt interconnection or curil deliveries from the Seller's Facilty. Seller
understads that in the case of emergency circumstance, real time operaions of the electrical system,
and/or unplaned events Idao Power may not be able to provide notice to the Seller prior to
-19-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
interrption, curtlment, or reduction of electrcal energy deliveries to Idaho Power.
ARTICLE XII: INDEMNIFICATION AND INSURNCE
13.1 Indemnification - Each Par shall agree to hold harless and to indemnify the other Par, its offcers,
agents, afliates, subsidiaries, parnt company and employees against all loss, damage, expense and
liabilty to third persons for injury to or death of person or injury to propert, proximately caused by the
indemnifying Par's (a) constrction, ownership, operaion olinaintenance of, or by failure of, any of
such Par's works or facilties used in connection withtbis Agreement, or (b) negligent or intentional
acts, errors or omissions. The indemnifying Par shall, on the other Par's request, defend any suit
asserting a claim covere by this indemnity. Tle indemifying Par sha1l pay all documented costs,
including reasonable attorney fees that may be incured by tbeother Par in en()rcing this indemnity.
13.2 Insurance - During the term ofthis..gtment, Seller shallsecure and continuously carr the following
insurance coverage:
13.2.1 ComprehensiV'è.,~neral LiabiItylrsurance',ft)r,both bodily injury and propert damage with
limits equito $l,OOO,OÔO, each occurence, combined single limit. The deductible for such
insurce shall,he cOllistent with current Insurance Industr Utilty practices for similar
propert~
13 .2.2 The above insuraae covere shall be placed with an insurance company with an A.M. Best
CÖtJpay rating of A- or better and shall include:
(a) AD .endorsement naming Idaho Power as an additional insured and loss payee as
applicable~'lld
(b) A provision stating that such policy shall not be canceled or the limits of liabilty
reduced without ten (l 0) days' prior wrtten notice to Idao Power.
13.3 Seller to Provide Certificate of Insurance - As required in paagraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a cerficate of insurance, together with the endorsements
required therein, evidencing the coverage as set forth above.
-20-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purposes Only
l3.4 Seller to Notify Idaho Power of Loss of Coverage - If the insurace covere requir by pargraph
13.2 shall lapse for any reasn, Seller wil immediately notify Idaho Power in writing. The notice wil
advise Idaho Power of the specific reason for the lapse and the steps Seller is taing 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 MAUR
14.1 As used in this Agrment, "Force Majeur" or "an eveötofForce Majeur" meas any cause beyond
the contrl of the Seller or of Idaho Power which,"'Q:espite the exeìise of due dilgence, such Par is
unable to prevent or overcme. Force Maje~,¡includes, but is not liníitèd,to, acts of God, fire, flood,
storms, wars, hostilties, civil strfe, strikes and '0t4er laboi;dì"rbances, eaquaes, fires, lightning,
epidemics, sabotage, or changes ítr,j'ia\\"ar regulation b~~rig afer the Effectivé Date, which, by the
exercise of reasonable foresight such på couli'iit reasonablY. have been expected to avoid and by the
_ ":",:: !'" ""'¡¡¿,'., - ;'.' (~:::- '::~.:. '.. - ::.~-~~' -':
exercise of due dilgence;it~hall be unåble.Jo over~~ If eithør:~ar is rendered wholly or in par
unable to perfonr.'itg obligatidrs' under thi~I;~~ment beè~J~ê of an event of Force Majeure, both.' ".' ::.,-,.,:
Paries shall be excuseå.frnm wbát~werperformårce is afected by the event of
Force MajeUre, provided
that:
,( 1) Then()n;;~rformtng 'par shall, as soon as is reasonably possible afr the occurence
of the Force..Majeure, give the other Par wrttn notice describing the particulars of
. the occurrence.
(2) The su.~nsiön of performance shall be of no grater scope and of no longer duration
than is required by the event of Forc Majeure.
(3) No obligations of
either Par which arose before the ocurence causing the suspension
of performance and which could and should have been fully performed before such
occurence shall be excused as a result of such occurnce.
-21-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
ARTICLE XV: LIABILITY; DEDICATION
15.1 Limitation of Liabilty. Nothing in this Agreement shall be construed to create any duty to, any
stadard of care with reference to, or any liabilty to any person not a Par to this Agreement. Neither
par shall be liable to the other for any indirect, speial, consequential, nor punitive damages, except as
expressly authorized by this Agrement. Consequential damages wil include, but not be limited to, the
value of any environmental attibutes.
15.2 Dedication. No undertaking by one Par to the other under any provision of this Agreement shall
constitute the dedication of that Par's system or any porton thereof to the Par or the public or affect
the status of Idaho Power as an independent public utility corpration or Seller as an independent
individual or entity.
ARTICLE XVI: SEVERA OBLIGATIONS
16.1 Except where specifically stated in this Agrement to be otherwise, the duties, obligations and liabilities
of the Pares are intédedto'be several andnotjointtJ côl1e~tive. Nothing contained in this Agreement
shall ever be constred to create an association, trst, parership or joint venture or impose a trst or
parership'luty, obligation or liabilty on or with regard to either Par. Eah Par shall be
';.
iJlat~idtiiiy and ~é*erly liable for its own obligations under this Agreement.
ARTICLE XVII: WAIVER
17.1 Any waiver at åny tie by either Par of its rights with respect to a default under this Agreement or
with respect to any other mattrs arising in connection with this Agreement shall not be deemed a
waiver with respect to any subsequent default or other matter.
ARTICLE XVII: CHOICE OF LAWS AND VENUE
18.1 This Agreement shall be consted 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 arsing out of or related to this Agreement wil lie in the Distict Cour of the
-22-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purposes Only
Four Judicial Distrct of Idao in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes _ All disputes related to or arsing under this Agreement, including, but not limited to, the
interpretaion of the terms and conditions of this Agreement, wil be submitted to the Commission for
resolution.
19.2 Notice of Default
19.2.1 Defaults. If either Paryfails to perform ary øfthe terms or conditions of
this Agreement
(an .'event of default'), the non defaul'tg par shall
cause notice in writing to be given to
the defaulting Par, specifying thê'.lDanner in which such default occur. If
the defaulting
Par shall fail to cure such default withiîithe sixty (60) days aftet seryice of such notice, or
if the defaulting parr~aSønably demonstratêšto the other Par that the default can be
cured within a commerciaRyreaSoRlig1ci time butnatwithin such sixty (60) day period
and
then failsJo:i.illgeptly pursue:¡.~ch cur,,\heitbe noliÇlfaultig Par may, at its option,,,__ .': -,,0' ',;: .';-,,:," ).. "",.; ""
19.2.2
termii1'le this Agreeaint and/or pneits legal or equitable remedies.
Material BreAAiies -'The .notice and"cl, provisions in pargrph 19.2.1 do not apply to
defaults;i~ntifed.in.this Agreêine:it,a M~teriai Breaches. Mateial Breaches must be cured
as expeditiously as possible following occurrence of the breach.
19.3 Secur for . Performance _ Prior to the Operation Date and thereafter for the full term of this
Agrement, Sellel",wtll provide idao Power with the following:
19.3.1 Insurance ..lMd&.ce of compliance with the provisions of pagraph 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 insurce coverage has been replaced or reinsted;
19.3.2 Engineer's Certifications - Every three (3) year after the Operation Date, Seller wil supply
Idao Power with a Certfication of Ongoing Operations and Maintenance (O&M) from a
Registered Professional Engineer licensed in the State of Idao, which Certification of
-23-
Dra for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
Ongoing 0 & M shall be in the form specified in Appendix C. Seller's failure to supply the
required certificate wil be an event of default. Such a default may only be cured by Seller
providing the required certificate; and
19.3.3 Licenses and Permits - During the full ter of this Agrement, Seller shall maintain
compliance with all permits and licenses described in pargraph 4.1.1 of this Agreement. In
addition, Seller wil supply Idaho Power with copies of any new or additional permits or
licenses. At least every fift Contract Year, Seller will update the documentaion described
in Paragraph 4.1.1. If at any time Seller falsftö m~iI1tain compliance with the permits and
licenses described in paragraph 4.1. or to provide tlie 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 permittng agency.
ARTICLE XX: GOVERNNTAL AUTHORlA TION
20.1 This Agreement is subject::tothe jurisdicton of those governmenta 'agencies having control over either
Par of this Agreement.
'A!TICLEXX:COMMlSSION ORDER
21. TlíS';::'Âgrment sh~irhecomefiîtlly effective' upon the Commission's approval of all terms and
provisiohsnereof without chage or condition and declartion that all payments to be made to Seller
hereunder shall be allowed as prudently incurred expenses for ratemaking puroses.
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 Pares hereto, except that no assignment hereof by either
Par shall become effective without, the wrtten consent of both Pares being first obtained. Such
consent shall not be unreasonably withheld. Notwithstanding the foregoing, any par which Idaho
Power may consolidate, or into which it may merge, or to which it may conveyor transfer substatially
-24-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purposes Only
all of its electc utility assets, shall automatically, without fuer act, and without nee of consent or
approval by the Seller, succeed to all of Idaho Power's rights, obligations and interests under this
Agreement. This aricle shall not prevent a financing entity with recorded or secured rights from
exercising all rights and remedies available to it under law or contrct. Idaho Power shall have the right
to be notified by the financing entity tht it is exercising such rights or remedies.
ARTICLE XXII: MODIFICA nON
\,'';+''
23.1 No modification to this Agrement shall be valid unlessit:isïn"Wrting and signed by both Paries and::,.' ,',." .,,:" .¿,
subsequently approved by the Commission.
ARTICLExliv: TAXS
24.1 Each Par shall pay before delinqi~¥~ all taes and oteigóvemmental charges which, if
failed to be
.: '.' -r:,-, ' ,', n,ji - .:.~:
paid when due, could result in a lienfiPori'tb~:R~ilty or thè;In~rconnection Facilties.
ARTICLE XX: NOTICES
25.1 All wpttennotiçes undêr'~"Ägr~tshalI 1!èi,directed as follows and shall be considered
delivered when faxeq; ~ëmalêd.apd conf~ with deposit in the U.S. Mail, firs-class,
postae'prepaid, as follows:,
Tc)"S$1er:
Original document to:
Telephone:
Cell:
FAX:
E-mail:
Copy of document to:
-25-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
Telephone:
Email:
To Idao Power:
Original document to:
Senior Vice President, Power Supply
Idaho Power ComparIý
POBox 70
Boise, Idaho 837U7
Email: Lgrow~idaopower.com
CODY of document to:
Either Par may change the cOnt person andloN:îdress infomation listed above, by providing
written notice frm an luthorized Person represeIïtig the Par.
ARTICLE XX: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment During performance pursuat to this Agreement, Seller agrees to comply with all
applicable equal employment opportity, small business, and afrmative action laws and regulations.
All Equal Employment Opportity and affrmative action laws and regulations are hereby incorporated
by this reference, including provisions of38 U.S.C. § 4212, Executive Order 11246, as amended, and
any subsequent executive orders or other laws or regulations relating to equal opportnity for
employment on governent contracts. To the extent this Agreement is covered by Executive Order
11246, the Equal Opportunity Clauses contained in 4l C.F.R. 60-1.4, 41 C.F.R. 60-250.5, and 41 CFR
60-741.5 are incorporated herein by reference.
26.2 This Agreement includes the following appendices, which are attached hereo and included by
-26-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
reference:
Appendix A
AppendixB
AppendixC
AppendixD
AppendixE
Generation Scheduling and Reporting
Facilty and Point of Deliver
Engineer's Certifications
Forms of Liquid Security
Energy Prcing
ARTICLE XXVII: SEVERAILITY
27.1 The invalidity or unenforcebilty of
any ter or provision ofth~Agrement shall not affect the
validity or enforceabilty of any other terms or provisiÇlÐ$~d;lls Agreement shall be consted in all
other respects as if the invalid or unenforceable teripr provision were.omitted.
ARTICLE XXViIl;COUNRPARTSL. ,":
28.1 This Agreement maybe execute ii'~9 or more coun(l~L each of which shaUbe deemed an
original but all of which together shallconStai~~ Qne and thè;Sae instent
~~;;
ARTI,CLE xx~. ENTlAGREEMEN'f". ¡:-, .-:'
29.1 This Agreement constitutes the eqti Agreemetti:~fthe Paries concerning the subject matter hereof and
supersedes lill pior or conteÍJpotaneouS'pr~ or wrt,n agrements beteen the Paries concerning the
subject mattr hereof. . .
,.~:~.- ..(~
-27-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
By
Dated
Draft for Discussion Purposes Only
IN WITNESS WHREOF, The Partes hereto have caused this Agreement to be executed in
their respective names on the dates set fort below:
Idaho Power Company
By
Lisa A Grow
Sr. Vice President, Power Supply
Dated
"Idaho Power""SeHer"
-28-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purpses Only
APPENDIX A
A -1 MONTHLY POWER PRODUCTION AND SWITCHIG REPORT
At the end of each month the following requi documentaon wil be submitted to:
Idaho Power Company
Att: Cogeneration and Small Power Production
POBox 70
Boise, Idaho 83707
The meter redìngs required on this report will be the reacings on the Idao pø",rr Meter Equipment measuring
the Facilty's total energy production and Station Usaedelivered to Idaho Power and the maximum generated
energy (k W) as recorded on the Metering Equipment andlor31Y othe; required energy niurements 10. . ' ,'-
adequately administer this Agreement. This,(lóbirnent shall be
tne document to enable Idaho Power to begin the
energy payment calculation and payment procss, The nieter readings on
this report shall not be used to
calculate the actul payment, bnt iite~wil be a~Jjeck of 't~aut~ßlated m~er reing information that wil be
gathered as described in item, A-2 below:
-29-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
Idaho Power Company
MONTHLY POWER PRODUCTION AN SWITCHIG REPORT
Cogeneration and SmaU Power Production
Project Name
Month Year
Project Number:
Address Phone Number:
City
Meter Number:
End of Month kWh Meter Reading:
Beginning of Month kWh Meter:
Difference:
Times Meter Constant:
kWh for the Montli
Metered Demand.:
Breaker Opening R~ordJ!Tigie Meter
;'
*Breaker Opening Reason Codes
Lack of Adequate Prime Mover
Forced Outage of Facilty
Disturbance of IPCo System
Scheduled Maintenance
Testing of Protection Systems
Cause Unknown
Other (Explain)
1
2
3
4
5
6
7
State Zip
Facilty
Output
StationJ.Station
Usage
Metered
Maximum Generatin
kW
Net Generation
..
*1 Reason
I
I
i ,
Breker Closing Record
Date Time Meter
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 Part.
Signature Date
-30-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Dra for Discussion purposes Only
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided Metering and Telemetr equipment
and processes to collect the
meter reading information from the Idao Power provided Metering Equipment tht measurs the Net Energy
and energy delivered to supply Station Use for the Facilty reded at 12:00 AM (Midnight) of
the last day of
the month..
The meter information collecte wil include but not be limite to enerproduction, Station Use, the maximum
generated power (kW) and any other required energy measurements to adequately administer this Agrement.
A-3 ROUTINE REPORTING
Once the Facilty has achieved its Operaton Date and has operated in a reliabl~,~d consistent manner
for a renable period of time, the Paries may mutully agr
to modify ths Rout~~ Reportingrequirement.' .
Daily Energy Pré(tu6tônlteportg " .,
Idaho Power Cont:t Information
Call daily by 10 a.m., 1_800_356_432g:pr;1-800-635-1 093 and leave the following information:
. Projectldentificatòn.- Project Name and Project Number
.' ,'çurent Mètr,~eading ..... '.
. 'Èstim~ted Gem~tion for tlecwentday
. Estimated Generati(m for the nê'Xday
Planned and Unplaned Prject outages
Call 1-800".345-1319.aid leave the following information:
. ProjeJtJ~entification - Project Name and Project Number
. Approximate tie outage occurred
. Estmated day and time of project coming back online
-31-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for. Discussion Purposes Only
Seller's Contact Information
24-Hour Project Operational Contact
Name:
Telephone Number:
Cell Phone:
Project On-site Contat information
Name:
Telephone Number:
-32-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purpses Only
APPENDIXB
FACILITY AN POINT OF DELIVRY
Project Name: Grd View Solar II
Project Number:
B-1 DESCRIPTION OF FACILITY
Var Capabilty (Both leading and lagging: Ledingis_ Lagging is
Near:
B-2 LOCATION OF FACILITY
Sections:'IWJship~llge:_ eo~ty: -
GPS Coordinates:
Description QfInterconnectin:ÇocatÍon:..
Neaest Idaho Power Substation:
B-3 SCHEDULED FIRST ENER6Y AND OPERATION DATE
Seller has selecteQ as the Scheduled First Energy Date.
Seller has selected as the Scheduled Operaion Date.
In making these selections, Seller recognizes that adequate testing of the Facilty and completion of all
requirements in parraph 5.2 of this Agrment must be completed prior to the project being grated
an Operation Date.
-33-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
B-4 MAMU CAPACITY AMOUNT
This value wil 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 Idao Power electrcal system at any moment in time.
B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Pares, the point of where the Sellers
Facility's energy is delivered to the Idaho Power electrical system. The GIA wil determine the specific
Point of Delivery for this Facilty. The Point of Delivery identified by the GIA will become an integral
par of this Agreement.
B-6 LOSSES
If the Idao Power Metering equipment is capable of measuring the exact energy deliveries by the Seller
to the Idaho Powerelectr¿al systm at the PointofDelivery, no Losses wil be calculated for this
Facilty. If the Idao Power Metering Equipment is unable to measure the exact energy deliveries by
the Sellertothe Idaho Power electrcal system at the Point of Delivery, a Losses calculation wil be
estlrshed to mea.surthe energy losses (kWh) between the Seller's Facilty and the Idaho Power Point
of Delìvery. This loss calculation will be initially set at 2% of the kWh energy production recorded on
the FaciItÝgeneration meterig equipment. At such time as Seller provides Idaho Power with the
electrcal equipment specificaons (transformer loss specifications, conductor sizes, etc.) of all of the
electrcal equipment beteen the Facilty and the Idao Power electrical system, Idaho Power wil
configue a revised Losses calculation formula to be agreed to by both paries and used to calculate the
kWh losses for the remaining term of the Agreement. If at any time during the tenn of this Agreement,
Idaho Power determines that the loss calculation does not correctly reflect the actual kWh Losses
attbuted to the electrcal equipment beeen 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
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purpses Only
B-7 METERIG AND TELEMETRY
The GIA wil determine the specific metering and telemetr requirents for this Facilty. At the
minimum the Metering Equipment and Telemeti equipment must be able to provide and record hourly
energy deliveries to the Point of Deliver and any other energy measurments required to administer
this Agreement. These specificatons wil include but not be limited to equipment speificaions,
equipment location, Idao Power provided equipment, Seller provided equipment, and all cost
associated with the equipment, design and installation of the Idao Power provided equipment. Seller
wil arange for and make available at Sellets cost eopimunication circuit(s) compatible with Idao
Power's communications equipment and dedic~tÖ Idaho Powerjs ùse terminating at the Idao Power
facilities capable of providing Idaho Power wit)continuous instantaeousitiformation on the Facilties
energy production. Idaho Power provided equipment will~ owned and mai.ed by Idaho Power,
with total cost of purchase, installatiô~,QP~ration, and man~nance, including administrtive cost to be
reimbursed to Idaho Power by the Sellèr'. Payriît,()r these CO~ wil be in accordace with the GIA
and the total meteri~g'êOSt .~il be iriblùled ,).,!tlè't1lculatiOtf' of the Monthly Operation and
Maintenance Chargesspecified Îlft1e GIA,
B-8 NETWORK RESOURCE DESIGNATION
Idaho Power cannotåçcept or pay for generation from this Facilty until a Network Resource
Designation (''N'') applianon has béen accepted by Idaho Power's deliver business unit. Federa
Energy Regulatnty CommissioJl ("FERC") rules require Idao Power to prepare and submit the NRD.
Because much of the;:infol'ation Idao Power needs to prepar the NR is specific to the Seller's,
Facilty, Idaho Power's abilty to fie the NRD in a timely maner is contingent upon timely receipt of
the required information from the Seller. Prior to Idaho Power beginning the procesS to enable Idaho
Power to submit a request for NRD status for this Facilty, the Seller shall have completed all
reuirements as specified in Paragraph 5.7 of this Agreement. Seller's faure to provide complete
and accurate information in a timely manner can significantly impact Idaho Power's abilty and
-35-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
cost to attain the NR designation for the Seller's Facilty and the Seller shall bear the costs of
any of these delays that are a result of any action or inaction by the Seller.
-36-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purposes Only
APPENDlXC
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINENANCE POLICY
and , hereinafer collectively referred to as
"Engmeer," hereby;states and certifies to the Seller as
, on behalf of himself Iherself
The underigned
follows:
1. That Engineer is a Licensed Professional Engineerin good stdig in the State Qfldao.
2. That Engineer has reviewed the En~gySales Agreemeiittbeteinafr "Agreement," betee Idaho"",' ' ,.'- ,'" . f -.~':-.
power as Buyer, and
3. That the cogenerato:r ~r$taUpower pr~d'ltion proJetwhich is th:ésubject ofthe Agreement and this
as Seller, date'.'
Statement is identified as Idaho PowerCbmpany (Iò'~~.,i~~ility No.
referrd to as the "Project."
and is hereinafter
4.That the Project, whiolJ is coimo:n1Y knowras:tlt Project, is located in
Section __ Township Rage', Boise Meridian,County, Idaho.
5. That Enginee recognizes thatttie Agreeent prvides for the Prject to fuish electrical energy to
6. That Engineer has substtial experience in the design, constction and operation of electrc
power
plants of the same type as this Project.
year period.Idaho Power for a
7. That Engineer has no economic relationship to the Design Engineer of
this Project.
8. That Engineerhas 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 desigied and
-37-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for. Discussion Purposes Only
built to appropriate stadards, adherence to said O&M Policy wil result in the Project's producing at or nea the
design electrical outut, effciency and plant factor for a year period.
9. That Engineer recognizes that Idaho Power, in accordance with pargraph 5.2 of the Agreement, is
relying on Engineers representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, tre and accurate to the best ofhislher
knowledge and therefore sets his/her hand and seal below.
By
(P .E. Stamp)
Date
-38-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purpses Only
APPENDIXC
ENGINEER'S CERTIFICATION
OF
ONGOING OPERATIONS AN MAINNANCE
The undersigned , on behalf of himselflerself and
hereinafer collectively referred to as.'Èngineer," hereby states and certifies to
the Seller as follows:
1. That Engineer is a Licensed Professional Enginee
in. good stading inthe State of Idaho.
2. That Engineer has reviewed the Energy SalesA;gTeement, hereinafer "Agreement," beteen Idaho
Power as Buyer, and as Seller, dated
3. That the cogeneration or small powétpròduction project which is the subject of
the Agreement and this
Statement is identified as Idaho Power Company'(IPCo) F~jJity No.:(.í, ...-.
and hereinaftr referred
to as the "Project".
4.That the Prject, which is commonly known as the Projec, is located in
Section _ TOwnship Range ""'f,:"'"
, BoiseMeridian,County, Idao.
5. Tht Engineer recogiiiíes that the Agreement ptevides for the Project to furnish electrcal energy to
Idaho Power for a Yea:period.
6. That Engineer has substantial experience in the design, constrction and operation of electric power
plants of the sae type as 1hs Project.
7. That Engineer has no econQiic relationship to the Design Engineer of this Project.
-39-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
8. That Engineer has made a physical inspetion of said Project, its operations and maintenance records
since the las previous certified inspection. It is Engineer's professional opinion, based on the Project's
appearce, that its ongoing O&M has been substatially in accordance with said O&M Policy; that it is in
reasonably good operating condition; and that if adherence to said O&M Policy continues, the Project wil
continue producing at or near its design electrcal output, effciency and plant factor for the remaining
year of the Agrment.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
relying on Engineer's representations and opinions contained in this Stament.
10. That Engineer certifies that the above statements are complete, tre and accurate to the best of
his /her
knowledge and therfore sets his/her hand and seal below.
By
(P .E. Stap)
Date
-40-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purpses Only
APPENDIXC
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned
, on behaf ofhimself7erelf and
hereinafter collectively referrdtQ.i ~~ngineer", hereby states and certifies to
Idao Power as follows:
l. That Engineer is a Licensed Professional Engliee in good standing in tÌeState of Idaho.
2. That Engineer has reviewed the Firm Energy Sal~~Agreementhereinafer "Ågrment", between Idao
power as Buyer, and as SeIlef,.ilted ;i
3. That the cogeneration or.snall power prtluçtion projècwhich isthesubject of
the Agreement an this
.. -:':" f- .',
Statement, is identified as I~o Power Company ~&)Facilty Nd
and is hereinafr
referred to as the "'project".
4.That th Project, wb;ich is cortonly known ~tb
Project, is locate in
Section _ Township Rage , Boise Meridian,County, Idao.
s. That Engineerecognizes tlattie Agrement provides for the Project to fuish electrical energy to
Idaho Power for a yea period.
6. That Engineer has substantial experience in tle design, constrction and operation of electrc power
plants of the sae type as tlis 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-
Dra for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
8. That Engineer has reviewed the engineering design and constction of the Project including the civil
work, electrcal work, generating equipment, prime mover conveyance system, Seller furnished Interconnection
Facilties and other Project facilties and equipment.
9. That the Project has been constrcted in accordance with said plans and specifications, all applicable
codes and consistent with Prudent Electrcal Practices as that ter is described in the Agrement.
10. That the design and constrction 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 Electcal Practices for a year period.
11. That Engineer recgnizes that Idaho Power, in acrdce with paragraph 5.2 of the Agreement, in
intercnnecting the Project with its system, is relying on Engineets representations ánd opinions contained in
this Statement.
12. That Engineer certifies that the above staments are complet, tre and accurate to the best of his/er
knowledge and therefore sets hisler hand and seal below.
By
(P.E. Stap)
Date
-42-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purpses Only
APPENDIXD
FORMS OF LIQUID SECURTY
The Seller shall provide Idaho Power with commercially reasonable security instrments such as Cash
Escrow Securty, Guartee or Lettr of Creit as those ters ar defined below or other forms of liquid
financial security that would provide readily available cas,
to Idaho Power to satisfy the Delay Security
requirement and any other security reuirment within
this Agreement.
For the purose of this Appendix D, the term "creit Requirements" shall mean aceptable financial
creitwortiness of the entity provii:g the security inSèit in relation to the ieÍm of the obligation
in the reasonable judgment of ldah6~i~et, provided thatäi
guantee and/or leter of credit issued by
any other entity with a sh()rt-ter or longi.~rm iíiv'eSert grJ~teit rating by Stada & Poor's" ' ,,' '",_.'" ". .:.c. ',:;,_
Corporation or Moody's Inv¿stçrSerices, 'bie. slt1be dee~ to have acceptable financial
creditworthiness.
1. Cash Escrow Securty _ Seller sl:all depositfunds in an escrow account established by the Seller in
a banking institution acceptable to:both Pares equal to the Delay Securty or any other required
securty aiount( s). The Seller shall be responsible for all costs, and receive any interest eared
associated withestbIisl:iig and maintaning the escrow account(s).
2. Guarantee or Leter of Credit Security - Seller shall post and maintain in an amount equa to the
Delay Securty or any other reuire security amounts: a) a guarty from a part that satisfies the
Credit Requirements, in a form acceptable to Idaho Power at its discretion, or b) an irevocable
Letter of Credit in a form acceptble to Idaho Power, in favor ofldaho Power. The Lettr of Credit
-43-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
will be issued by a financial institution acceptable to both paries. The Seller shall be responsible for
all costs associated with establishing and maintaning the Guarantee(s) or Letter(s) of Credit.
-44-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purpses Only
APPENDIXF
MONTHY ENERGY PRICES
Mills per Kwh
MonthlYear Heavy Load Purchase Price
Jan-12 $25.80
Feb-12 $30.70
Mar-12 $27.41
Apr-12 $25.11
May-12 $22.79
Jun-12 $22.93
Jul-12 $30.74
Aug-12 $36.43
Sep-12 $34.89
., \~~;,_.:('
Oct-12 $36.96
Nov-12 $37.91
Dec-12 $~.\14
Jan-13 $28.97
Feb-13 $33,,75
Mar-13 $29.20
Apr-13 $3Q.36
May-13 $26.07
Jun-13 $23.72,
Jul-13 $32.99..
Aug-13 .$40.10
Sep-13 $38.27
Oct-13 $38.03
Nov-13 $40.05
Dec-13 $35.41
Jan-14 $30.99
Feb-14 $35.97
Light Load purchase Price
$23.19
$27.50
$21.66
$21.78
$20.20
$21.13
$27.61
$32.25
$30.37
$30.40
$33.23
$2Ef71
$24.61
$28.30
$23.36
$29.27
$23.20
$20.69
$30.50
$34.49
$32.75
$31.67
$34.03
$29.46
$21.90
$30.60
-45-
Draft for Discussion purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Mar-14
Apr-14
May-14
Jun-14
Jul-14
Aug-14
Sep-14
Oct-14
Nov-14
Dec-14
Jan-15
Feb-15
Mar-15
Apr-15
May-15
Jun-15
Jul-15
Aug-15
Sep-15
Oct-15
Nov-15
Dec-15
Jan-16
Feb-16
Mar-16
Apr-16
May-16
Jun-16
Jul-16
Aug-16
Draft for Discussion Purposes Only
$30.84
$29.16
$24.69
$24.99
$35.84
$42.33
$40.92
$42.13
$43.20
$37.94
$33.88
$38.86
$34.42
$31.19
$2527
$27.89
$38.40
$4S.t~
$42.9&
$42:37
$43.28
$40.45
$36.13
$40.63
$36.06
$35.83
$29.12
$30.77
$68.89
$75.71
$25.81
$21.87
$21.35
$21.97
$31.33
$36.79
$35.42
$39.72
$3.8.17
$31.00
$27.26
$32.53
$28.86
$24.34
$21.41
$25.10
$35.24
$38.52
$37.30
$34.26
$34.84
$34.26
$29.12
$35.46
$30.00
$33.71
$27.04
$28.00
$6.87
$69.66
-46-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purpses Only
Feb-19
$73.22
$71.26
$73.35
$70.37
$66.31
$69.31
$64.94
$60.99
$56.89
$60.34
$70.63
$76.92
$74.21
$76.55
$78.31
.... $13.42
$69.15
$11:92
.$67.35
$'3.71
$58.4.9
$60.90
.$73.0:7 .
$$1;M
$77.43
$76.59
$75.06
$74.76
$71.40
$73.70
$68.64
$65.40
$65.75
$6.20
$61.38
$63.18
$58.89
$53.08
.' $64.04
$5t:â9 .
$66.48
$70.51
$70.23
$73.04
$7,1.39
$68.31
$61.27
$65.64
$63.95
$56.58
$56.26
$59.22
$66.57
$74.11
$72.06
$69.89
$66.65
$71.07
$64.36
$67.41
Sep-16
Oct-16
Nov-16
Dec-16
Jan-17
Feb-17
Mar-17
Apr-17
May-17
Jun-17
Jul-17
Aug-17
Sep-17
Oct-17
Nov-17
Dec-17
Jan-18
Feb-18
Mar-18
Apr-18
May-18
Jun-18
Jul-18
Aug-18
Sep-18
Oct-18
Nov-18
Dec-18
Jan-19
-47-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Mar-19
Apr-19
May-19
Jun-19
Jul-19
Aug-19
Sep-19
Oct-19
Nov-19
Dec-19
Jan-20
Feb-20
Mar-20
Apr-20
May-20
Jun-20
Jul-20
Aug-20
Sep-20
Oct-20
Nov-20
Dec-20
Jan-21
Feb-21
Mar-21
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Draft for Discussion Purpses Only
$68.53
$68.99
$61.82
$62.57
$74.97
$83.16
$80.32
$78.88
$77.15
$78.59
$74.56
$76.01
$71.12
$66.78
$60.93
$65.61
$78.07
$86.24
$83.34
$85t15
$84.03
$83.26
.... $79.77
$82:43
$74.46
$68.17
$63.58
$68.09
$81.57
$91.49
$64.37
$65.72
$58.53
$58.46
$70.35
$76.29
$74.10
$68.14
$68.86
$74,.57
$68.71
$71.03
$66.10
$57.99
$,6.79
$60.07
$71.87
$79.88
$75.79
$81.66
$76.86
$77.96
$71.39
$74.41
$69.09
$61.51
$60.63
$63.20
$75.94
$85.07
-48-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
Sep-21 $87.12
Oct-21 $85.10
Nov-21 $85.44
Dec-21 $88.90
Jan-22 $83.60
Feb-22 $85.06
Mar-22 $77.11
Apr-22 $76.35
May-22 $67.90
Jun-22 $70.69
Jul-22 $84.48
Aug-22 $94.54
Sep-22 $91.12 :;~ - ';;:~!
Oct-22 $88.11
Nov-22 $89.86
Dec-22 "$g3.'33',, .:
Jan-23 $85.25
Feb-23 $$().38 .',::',.....;
Mar-23 ,,$79.58
Apr-23 $'7.,38
May-23 $67:9å,
Jun-23 $73.20
Jul-23 . ,,".,.$87.6.4
Aug-23 $9.7:57
Sep-23 $91.97
Oct-23 $96.02
Nov-23 $95.75
Dec-23 $96.72
Jan-24 $89.06
Feb-24 $91.06
$79.77
$78.02
$77.41
$83.37
$75.82
$76.56
'$70.26
$70.63
'$ßß.47
$64J§S,
$82.29
$88.07
$81.74
$80.16
$,$1.99";"' -':,;,
, -;:;:
. ,$86.78
$78.01
$78.67
$70.59
$65.36
$62.41
$69.59
$82.98
$91.00
$82.43
$91.34
$90.74
$87.04
$79.95
$82.14
-;,;" ",,;.:-,
-49-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Mar-24
Apr-24
May-24
Jun-24
Jul-24
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
Aug-26
Draft for Discussion Purposes Only
$82.11
$76.01
$69.45
$73.23
$90.65
$101.88
$97.10
$95.54
$93.94
$99.35
$91.16
$91.63
$83.60
$82.64
$75.76
$77.55,
$94.99
$10$,27
$100.03
$97:t~5
$96.09
$104.18
. $94.31
$9~,56
$88.32
$81.34
$75.72
$81.50
$97.73
$108.93
$73.66
$68.34
$65.53
$71.54
$85.30
$95.62
$88.38
$87.00
$ß.83
$90.89
$81.30
$85.14
$77.71
$76.52
$70.65
$71.43
$89.48
$97.92
$89.91
$88.60
$86.70
$94.40
$87.37
$87.67
$81.64
$76.02
$72.70
$74.43
$93.17
$103.54
-50-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion Purposes Only
Sep-26 $104.65
Oct-26 $105.27
Nov-26 $106.57
Dec-26 $106.28
Jan-27 $96.05
Feb-27 $97.13
Mar-27 $90.36
Apr-27 $82.86
May-27 $78.59
Jun-27 $84.46
Jul-27 $101.19
Aug-27 $113.52
Sep-27 $108.81
Oct-27 $105.53
Nov-27 $108.53
Dec-27 "$111.5'6, ','
Jan-28 $103.02
Feb-28 $100.54
Mar-28
c",:
$92.55 ,
Apr-28 $SO¡47
May-28 $85:36
Jun-28 $87.80
Jul-28 $104.83
Aug-28 $Tfn17
Sep-28 $111.16
Oct-28 $108.25
Nov-28 $113.74
Dec-28 $114.65
Jan-29 $106.96
Feb-29 $105.96
:.;~.
$92.32
$97.10
$94.51
$96.26
$89.50
$90.95
$83.26
$78.50
$74.07
$77:10"
$96.62.
.$106.64
$98.09
$97.31
,$$7.50
$103.48
$98.29
$95.03
$86.97
$86.32
$78.91
$78.90
$99.63
$108.29
$97.64
$98.68
$105.54
$108.65
$101.25
$99.00
-51-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
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
Draft for Discussion Purposes Only
$97.19
$89.16
$84.54
$87.52
$107.33
$121.30
$115.62
$117.30
$117.77
$117.60
$104.47
$102.79
$94.31
$88.67
$85.74
$87.40
$,103.41
$116;13
$111.86
$~;Q9.55
$114,a5
$117.27
$107.0~
$105.28
$96.54
$90.73
$87.71
$89.42
$105.92
$119.01
$91.08
$83.94
$80.05
$83.09
$100.70
$113.99
$104.79
$111.85
$112.05
$115.08
$98.19
$94.99
$89.45
$84.60
$lHAO
$81.31
$99.02
$108.11
$102.14
$101.68
$105.63
$110.45
$100.54
$97.24
$91.54
$86.54
$83.25
$83.16
$101.40
$110.75
-52-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Draft for Discussion purpses Only
Sep-31
Oct-31
$114.62
$112.24
$117.49
$120.19
$109.56
$107.78
$98.78
$92.80
$89.69
$91.45
$108.44
$121.93
$117.40
$114.95
$120.36
$t23:14:'.,
$112.31
$l1bA8; .
$101.21
$95.04
$91.iU
$93.66..
$111.16.
$l2s,05
$120.39
$117.86
$123.43
$126.30
$115.08
$113.20
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
$104.61
$104.13
$108.20
$113.17
$102.90
$99.50
..$93.63
$88.48
;$85.09
$å5~OO
$103.78
$113.42
$107.09
$106.60
~:;' .".$'1P.79
,$115.91
$105.45
$101.95
$95.90
$90.60
$87.11
$87.01
$106.36
$116.29
$109.76
$109.26
$113.58
$118.85
$108.02
$104.41
-".' ,
-53-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
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
Aug-36
Draft for Discussion Purposes Only
$103.65
$97.30
$94.00
$95.87
$113.89
$128.20
$123.40
$120.80
$126.54
$129.49
$117.94
$115.99
$106.16
$99.62
$96.22
.$98.15
. '$116.71
$131.45
$126.50
$123.82
$129.74
$132.78
$120.82
$118.82
$108.69
$101.95
$98.45
$100.43
$119.55
$134.74
$98.18
$92.72
$89.12
$89.02
$108.96
$119.18
$112.46
$111.94
$116.39
$121.82
$110.66
$106.94
$100.53
$94.90
$91.20
$91.10
$111.63
$122.16
$115.24
$114.70
$119.29
$124.87
$113.32
$109.49
$102.89
$97.09
$93.28
$93.17
$114.32
$125.16
-54-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four
Sep-36
Oct-36
Nov-36
Dec-36
Draft for Discussion Purposes Only
$129.64
$126.88
$132.97
$136.11
$118.03
$117.49
$122.21
$127.96
-55-
Draft for Discussion Purposes Only
Exhibit A
Complaint of Grand View PV Solar Three
And Grand View PV Solar Four